{"id":43020,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-and-reorganization-jupiter.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-and-reorganization-jupiter","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-and-reorganization-jupiter.html","title":{"rendered":"Agreement and Plan of Merger and Reorganization &#8211; Jupiter Communications Inc. and Internet Research Group"},"content":{"rendered":"<pre>\n                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n                                      among\n\n                          JUPITER COMMUNICATIONS, INC.,\n\n                             IRG ACQUISITION CORP.,\n\n                             INTERNET RESEARCH GROUP\n\n                                       AND\n\n\n                               THE SHAREHOLDERS OF\n\n                             INTERNET RESEARCH GROUP\n\n                           LISTED ON SCHEDULE I HERETO\n\n\n\n\n\n\n                          Dated as of February 28, 2000\n   2\n                                TABLE OF CONTENTS\n\n\n<caption>\n                                                                                                               Page\n                                                                                                               ----\n                                                                                                            \nARTICLE I DEFINITIONS.............................................................................................2\n         SECTION 1.01   Certain Defined Terms.....................................................................2\n\nARTICLE II THE MERGER.............................................................................................5\n         SECTION 2.01   The Merger ...............................................................................5\n         SECTION 2.02   Closing ..................................................................................5\n         SECTION 2.03   Effective Time ...........................................................................6\n         SECTION 2.04   Effect of the Merger......................................................................6\n         SECTION 2.05   Articles of Incorporation; Bylaws; Directors and Officers of Surviving Corporation........6\n\nARTICLE III CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES....................................................7\n         SECTION 3.01   Conversion of Shares......................................................................7\n         SECTION 3.02   Exchange of Shares Other than Treasury Shares.............................................7\n         SECTION 3.03   Stock Transfer Books......................................................................9\n         SECTION 3.04   No Fractional Share Certificates..........................................................9\n         SECTION 3.05   Certain Adjustments......................................................................10\n         SECTION 3.06   Lost, Stolen or Destroyed Certificates...................................................10\n         SECTION 3.07   Taking of Necessary Action; Further Action...............................................11\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES OF  THE COMPANY AND THE SHAREHOLDERS...................................11\n         SECTION 4.01   Organization and Qualification; No Subsidiaries..........................................11\n         SECTION 4.02   Articles of Incorporation and Bylaws.....................................................11\n         SECTION 4.03   Capitalization ..........................................................................12\n         SECTION 4.04   Authority Relative to This Agreement.....................................................12\n         SECTION 4.05   No Conflicts; Required Filings and Consents..............................................12\n         SECTION 4.06   Permits; Compliance with Laws............................................................13\n         SECTION 4.07   Financial Statements.....................................................................14\n         SECTION 4.08   Absence of Certain Changes or Events.....................................................14\n         SECTION 4.09   Employee Benefit Plans; Labor Matters....................................................15\n         SECTION 4.10   Certain Tax Matters......................................................................18\n         SECTION 4.11   Contracts ...............................................................................18\n         SECTION 4.12   Litigation ..............................................................................19\n         SECTION 4.13   Environmental Matters....................................................................19\n         SECTION 4.14   Intellectual Property....................................................................20\n         SECTION 4.15   Taxes ...................................................................................22\n         SECTION 4.16   Insurance ...............................................................................23\n         SECTION 4.17   Properties ..............................................................................23\n\n\n                                       i.\n   3\n\n<caption>\n                                                                                                               Page\n                                                                                                               ----\n                                                                                                            \n         SECTION 4.18   Affiliates ..............................................................................24\n         SECTION 4.19   Brokers .................................................................................24\n         SECTION 4.20   Certain Business Practices...............................................................25\n         SECTION 4.21   Business Activity Restriction............................................................25\n         SECTION 4.22   Accounts Receivable......................................................................25\n         SECTION 4.23   Customers and Suppliers..................................................................25\n         SECTION 4.24   Employee Matters.........................................................................25\n         SECTION 4.25   Financial Projections....................................................................26\n         SECTION 4.26   Representations Complete.................................................................26\n\nARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT...............................................................27\n         SECTION 5.01   Organization and Qualification; Subsidiaries.............................................27\n         SECTION 5.02   Capitalization 27\n         SECTION 5.03   Authority Relative to this Agreement.....................................................27\n         SECTION 5.04   No Conflict; Required Filings and Consents...............................................28\n         SECTION 5.05   SEC Filings; Financial Statements........................................................29\n         SECTION 5.06   Absence of Certain Changes or Events.....................................................29\n         SECTION 5.07   Certain Tax Matters......................................................................30\n         SECTION 5.08   Brokers .................................................................................30\n         SECTION 5.09   Representations Complete.................................................................30\n\nARTICLE VI COVENANTS.............................................................................................30\n         SECTION 6.01   Conduct of Business by the Company Pending the Closing...................................30\n         SECTION 6.02   Notices of Certain Events................................................................32\n         SECTION 6.03   Access to Information; Confidentiality...................................................33\n         SECTION 6.04   No Solicitation of Transactions..........................................................33\n         SECTION 6.05   Tax-Free Transaction.....................................................................34\n         SECTION 6.06   Further Action; Consents; Filings........................................................34\n\nARTICLE VII ADDITIONAL AGREEMENTS................................................................................35\n         SECTION 7.01   Public Announcements.....................................................................35\n         SECTION 7.02   Employee Benefit Matters.................................................................35\n         SECTION 7.03   Shareholder Investment Representations...................................................35\n         SECTION 7.04   Stock Options ...........................................................................36\n         SECTION 7.05   Lock-up Agreement of Shareholders........................................................36\n         SECTION 7.06   Legend. .................................................................................36\n         SECTION 7.07   Registration Rights......................................................................37\n\nARTICLE VIII CONDITIONS TO THE MERGER............................................................................41\n         SECTION 8.01   Conditions to the Obligations of Each Party to Consummate the Merger.....................41\n\n   4\n\n<caption>\n                                                                                                               Page\n                                                                                                               ----\n                                                                                                            \n         SECTION 8.02   Conditions to the Obligations of the Company.............................................41\n         SECTION 8.03   Conditions to the Obligations of Parent..................................................42\n\nARTICLE IX TERMINATION, AMENDMENT AND WAIVER.....................................................................44\n         SECTION 9.01   Termination .............................................................................44\n         SECTION 9.02   Effect of Termination....................................................................45\n         SECTION 9.03   Amendment ...............................................................................45\n         SECTION 9.04   Waiver ..................................................................................45\n         SECTION 9.05   Expenses ................................................................................46\n\nARTICLE X INDEMNIFICATION AND ESCROW.............................................................................46\n         SECTION 10.01  Indemnification..........................................................................46\n         SECTION 10.02  Damage Limitations.......................................................................46\n         SECTION 10.03  Procedures ..............................................................................47\n         SECTION 10.04  Escrow Fund; Non-Exclusive Remedy........................................................48\n         SECTION 10.05  Escrow Period ...........................................................................48\n         SECTION 10.06  Claims upon Escrow Fund..................................................................48\n         SECTION 10.07  Objections to Claims.....................................................................48\n         SECTION 10.08  Resolution of Conflicts; Arbitration.....................................................49\n\nARTICLE XI GENERAL PROVISIONS....................................................................................50\n         SECTION 11.01  Duration of Survival of Representations and Warranties...................................50\n         SECTION 11.02  Notices .................................................................................50\n         SECTION 11.03  Severability ............................................................................51\n         SECTION 11.04  Assignment; Binding Effect; Benefit......................................................51\n         SECTION 11.05  Incorporation of Exhibits................................................................51\n         SECTION 11.06  Governing Law ...........................................................................51\n         SECTION 11.07  Waiver of Jury Trial.....................................................................52\n         SECTION 11.08  Headings; Interpretation.................................................................52\n         SECTION 11.09  Counterparts ............................................................................52\n         SECTION 11.10  Entire Agreement.........................................................................52\n\n\n                                     ANNEXES\n\n\n<caption>\n                     \nANNEX A                 Agreement of Merger\nANNEX B                 Form of Escrow Agreement\nANNEX C                 Form of Opinion of Counsel to Parent\nANNEX D                 Form of Opinion of Counsel to the Company\nANNEX E                 Form of Employment Agreement\nANNEX F                 Form of Confidentiality and Noncompetition Agreement\n\n   5\n                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n                  AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of\nFebruary 28, 2000 (as amended, supplemented or otherwise modified from time to\ntime, this \"AGREEMENT\"), among JUPITER COMMUNICATIONS, INC., a Delaware\ncorporation (\"PARENT\"), IRG ACQUISITION CORP., a California corporation and a\ndirect wholly owned Subsidiary of Parent (\"MERGER SUB\"), INTERNET RESEARCH\nGROUP, a California corporation (the \"COMPANY\") and each of the persons listed\non Schedule I hereto (each, a \"SHAREHOLDER\" and collectively, the\n\"SHAREHOLDERS\"):\n\n\n                              W I T N E S S E T H:\n\n                  WHEREAS, the boards of directors of Parent and the Company\nhave determined that it is advisable and in the best interests of their\nrespective companies and shareholders to enter into a business combination by\nmeans of the merger of Merger Sub with and into the Company (the \"MERGER\") and\nhave approved and adopted this Agreement;\n\n                  WHEREAS, by virtue of their execution of a shareholder\nconsent, the Shareholders have unanimously approved the Merger and this Merger\nAgreement in accordance with the California Corporations Code (the \"CALIFORNIA\nCODE\");\n\n                  WHEREAS, upon the terms and subject to the conditions of this\nAgreement and in accordance with the California Code, Parent will acquire all of\nthe common stock of the Company through the Merger; and\n\n                  WHEREAS, for United States Federal income tax purposes, it is\nintended that the Merger shall qualify as a tax-free reorganization under\nSection 368(a) of the Internal Revenue Code of 1986, as amended (together with\nthe rules and regulations promulgated thereunder, the \"CODE\"), and that this\nAgreement shall be, and hereby is, adopted as a plan of reorganization for\npurposes of Section 368 of the Code;\n\n                  NOW, THEREFORE, in consideration of the foregoing and the\nrepresentations, warranties, covenants and agreements set forth herein, and\nother good and valuable consideration, the receipt and adequacy of which are\nhereby acknowledged, and intending to be legally bound hereby, the parties\nhereto hereby agree as follows:\n   6\n                                       2\n\n                                   ARTICLE I\n\n                                   DEFINITIONS\n\n                  SECTION 1.01 Certain Defined Terms\n\n                  Unless the context otherwise requires, the following terms,\nwhen used in this Agreement, shall have the respective meanings specified below\n(such meanings to be equally applicable to the singular and plural forms of the\nterms defined):\n\n                  \"AFFILIATE\" shall mean, with respect to any person, any other\nperson that controls, is controlled by or is under common control with the first\nperson.\n\n                  \"BLUE SKY LAWS\" shall mean state securities or \"blue sky\"\nlaws.\n\n                  \"BUSINESS DAY\" shall mean any day on which the principal\noffices of the SEC in Washington, D.C. are open to accept filings, or, in the\ncase of determining a date when any payment is due, any day on which banks are\nnot required or authorized by law or executive order to close in New York.\n\n                  \"COMPANY DISCLOSURE SCHEDULE\" shall mean the disclosure\nschedule delivered by the Company to Parent prior to the execution of this\nAgreement and forming a part hereof.\n\n                  \"COMPANY INTELLECTUAL PROPERTY\" shall mean all patents\n(including, without limitation, all U.S. and foreign patents, patent\napplications, patent disclosures, and any and all divisions, continuations,\ncontinuations-in-part, reissues, re-examinations and extensions thereof), design\nrights, trademarks, trade names and service marks (whether or not registered),\ntrade dress, Internet domain names, copyrights (whether or not registered) and\nany renewal rights therefor, sui generis database rights, statistical models,\ntechnology, inventions, supplier lists, trade secrets, know-how, computer\nsoftware programs or applications in both source and object code form,\ndatabases, technical documentation of such software programs (\"TECHNICAL\nDOCUMENTATION\"), registrations and applications for any of the foregoing and all\nother tangible or intangible proprietary information or materials that were\nmaterial to the Company's business or are currently used in the Company's\nbusiness in any product, technology or process (i) currently being or formerly\nmanufactured, published or marketed by the Company or (ii) previously or\ncurrently under development for possible future manufacturing, publication,\nmarketing or other use by the Company.\n\n                  \"COMPANY MATERIAL ADVERSE EFFECT\" shall mean any change in or\neffect on the business of the Company that, individually or in the aggregate\n(taking into account all other such changes or effects), is, or is reasonably\nlikely to be, materially adverse to the business, assets, liabilities, financial\ncondition, results of operations or prospects of the Company.\n\n                  \"COMPANY STOCK PLAN\" shall mean the Company's 1999 Stock\nOption Plan.\n   7\n                                       3\n\n                  \"COMPETING TRANSACTION\" shall mean any of the following\ninvolving the Company (other than the Merger):\n\n                           (i) any merger, consolidation, share exchange,\n         business combination or other similar transaction;\n\n                           (ii) any sale, lease, exchange, mortgage, pledge,\n         transfer or other disposition of 20% or more of the assets of the\n         Company and its subsidiaries, taken as a whole, in a single transaction\n         or series of transactions;\n\n                           (iii) any tender offer or exchange offer for 20% or\n         more of the outstanding voting securities of the Company or the filing\n         of a registration statement under the Securities Act in connection\n         therewith; or\n\n                           (iv) any person having acquired beneficial ownership\n         or the right to acquire beneficial ownership of, or any \"group\" (as\n         such term is defined under Section 13(d) of the Exchange Act) having\n         been formed that beneficially owns or has the right to acquire\n         beneficial ownership of, 20% or more of the outstanding voting\n         securities of the Company;\n\n                           (v) any solicitation in opposition to the approval of\n         this Agreement by the Shareholders of the Company; or\n\n                           (vi) any public announcement of a proposal, plan or\n         intention to do any of the foregoing or any agreement to engage in any\n         of the foregoing.\n\n                  \"CONFIDENTIALITY AGREEMENT\" shall mean the confidentiality\nagreement dated January 19, 2000 between Parent and the Company.\n\n                  \"$\" shall mean United States Dollars.\n\n                  \"ENVIRONMENTAL LAW\" shall mean any Law and any enforceable\njudicial or administrative interpretation thereof, including any judicial or\nadministrative order, consent decree or judgment, relating to pollution or\nprotection of the environment or natural resources, including, without\nlimitation, those relating to the use, handling, transportation, treatment,\nstorage, disposal, release or discharge of Hazardous Material, as in effect as\nof the date hereof.\n\n                  \"ENVIRONMENTAL PERMIT\" shall mean any permit, approval,\nidentification number, license or other authorization required under or issued\npursuant to any applicable Environmental Law.\n\n                  \"ERISA\" shall mean the Employee Retirement Income Security Act\nof 1974, as amended.\n\n                  \"EXCHANGE ACT\" shall mean the Securities Exchange Act of 1934,\nas amended, together with the rules and regulations promulgated thereunder.\n   8\n                                       4\n\n                  \"EXPENSES\" shall mean, with respect to any party hereto, all\nout-of-pocket expenses (including, without limitation, all fees and expenses of\ncounsel, accountants, investment bankers, experts and consultants to a party\nhereto and its Affiliates) incurred by such party or on its behalf in connection\nwith or related to the authorization, preparation, negotiation, execution and\nperformance of its obligations pursuant to this Agreement and the consummation\nof the Merger, the filings of HSR Act notice and all other matters related to\nthe transactions contemplated hereby and the closing of the Merger.\n\n                  \"GOVERNMENTAL ENTITY\" shall mean any United States Federal,\nstate or local or any foreign governmental, regulatory or administrative\nauthority, agency or commission or any court, tribunal or arbitral body.\n\n                  \"GOVERNMENTAL ORDER\" shall mean any order, writ, judgment,\ninjunction, decree, stipulation, determination or award entered by or with any\nGovernmental Entity.\n\n                  \"HAZARDOUS MATERIAL\" shall mean (i) any petroleum, petroleum\nproducts, by-products or breakdown products, radioactive materials,\nasbestos-containing materials or polychlorinated biphenyls or (ii) any chemical,\nmaterial or substance defined or regulated as toxic or hazardous or as a\npollutant or contaminant or waste under any applicable Environmental Law.\n\n                  \"HSR ACT\" shall mean the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended, together with the rules and regulations\npromulgated thereunder.\n\n                  \"IRS\" shall mean the United States Internal Revenue Service.\n\n                  \"LAW\" shall mean any Federal, state, foreign or local statute,\nlaw, ordinance, regulation, rule, code, order, judgment, decree, other\nrequirement or rule of law of the United States or any other jurisdiction, and\nany other similar act or law.\n\n                  \"PARENT COMMON STOCK\" shall mean the common stock, par value\n$.001 per share, of Parent.\n\n                  \"PARENT MATERIAL ADVERSE EFFECT\" shall mean any change in or\neffect on the business of Parent and the Parent Subsidiaries that, individually\nor in the aggregate (taking into account all other such changes or effects), is,\nor is reasonably likely to be, materially adverse to the business, assets,\nliabilities, financial condition, results of operations or prospects of Parent\nand the Parent Subsidiaries, taken as a whole.\n\n                  \"PERSON\" shall mean an individual, corporation, partnership,\nlimited partnership, limited liability company, limited liability partnership,\nsyndicate, person (including, without limitation, a \"person\" as defined in\nSection 13(d)(3) of the Exchange Act), trust, association, entity or government\nor political subdivision, agency or instrumentality of a government.\n\n                  \"SECURITIES ACT\" shall mean the Securities Act of 1933, as\namended, together with the rules and regulations promulgated thereunder.\n   9\n                                       5\n\n                  \"SEC\" shall mean the Securities and Exchange Commission.\n\n                  \"SUBSIDIARY\" shall mean, with respect to any person, any\ncorporation, partnership, limited partnership, limited liability company,\nlimited liability partnership, joint venture or other legal entity of which such\nperson (either alone or through or together with any other subsidiary of such\nperson) owns, directly or indirectly, a majority of the stock or other equity\ninterests.\n\n                  \"TAX\" shall mean (i) any and all taxes, fees, levies, duties,\ntariffs, imposts and other charges of any kind (together with any and all\ninterest, penalties, additions to tax and additional amounts imposed with\nrespect thereto) imposed by any Governmental Entity or taxing authority,\nincluding, without limitation, taxes or other charges on or with respect to\nincome, franchises, windfall or other profits, gross receipts, property, sales,\nuse, capital stock, payroll, employment, social security, workers' compensation,\nunemployment compensation or net worth; taxes or other charges in the nature of\nexcise, withholding, ad valorem, stamp, transfer, value-added or gains taxes;\nlicense, registration and documentation fees; and customers' duties, tariffs and\nsimilar charges; (ii) any liability for the payment of any amounts of the type\ndescribed in (i) as a result of being a member of an affiliated, combined,\nconsolidated or unitary group for any taxable period; and (iii) any liability\nfor the payment of amounts of the type described in (i) or (ii) as a result of\nbeing a transferee of, or a successor in interest to, any Person or as a result\nof an express or implied obligation to indemnify any person.\n\n                  \"TAX RETURN\" shall mean any return, statement or form\n(including, without limitation, any estimated tax reports or return, withholding\ntax reports or return and information report or return) required to be filed\nwith respect to any Taxes.\n\n                                   ARTICLE II\n\n                                   THE MERGER\n\n                  SECTION 2.01 The Merger\n\n                  Upon the terms and subject to the conditions set forth in this\nAgreement, and in accordance with the California Code, at the Effective Time (as\ndefined in Section 2.03), Merger Sub shall be merged with and into the Company.\nAs a result of the Merger, the separate corporate existence of Merger Sub shall\ncease and the Company shall continue as the surviving corporation of the Merger\nas a wholly owned Subsidiary of Parent (the \"SURVIVING CORPORATION\").\n\n                  SECTION 2.02 Closing\n\n                  Unless this Agreement shall have been terminated and the\nMerger herein contemplated shall have been abandoned pursuant to Section 9.01\nand subject to the satisfaction or waiver of the conditions set forth in Article\nVIII, the consummation of the Merger shall take place as promptly as practicable\n(and in any event within three Business days) after satisfaction or waiver of\nthe conditions set forth in Article VIII, at a closing (the \"CLOSING\") to be\nheld at the\n   10\n                                       6\n\noffices of Brobeck, Phleger &amp; Harrison LLP, 1633 Broadway, New York, New York\n10019, unless another date, time or place is agreed to by Parent and the\nCompany, provided, however, that the parties shall use their reasonable best\nefforts to consummate the Merger on or prior to March 22, 2000.\n\n                  SECTION 2.03 Effective Time\n\n                  At and after the time of the Closing, the parties shall cause\nthe Merger to be consummated by filing an agreement of merger and officers'\ncertificates in the form attached as Annex A hereto (the \"AGREEMENT OF MERGER\")\nwith the Secretary of State of the State of California in such form as required\nby, and executed in accordance with the relevant provisions of, the California\nCode (the date and time of such filing, or such later date and time as may be\nset forth therein, being the \"EFFECTIVE TIME\").\n\n                  SECTION 2.04 Effect of the Merger\n\n                  At the Effective Time, the effect of the Merger shall be as\nprovided in the applicable provisions of the California Code. Without limiting\nthe generality of the foregoing, and subject thereto, at the Effective Time,\nexcept as otherwise provided herein, all the property, rights, privileges,\npowers and franchises of the Company and Merger Sub shall vest in the Company as\nthe Surviving Corporation, and all debts, liabilities and duties of the Company\nand Merger Sub shall become the debts, liabilities and duties of the Company as\nthe Surviving Corporation.\n\n                  SECTION 2.05 Articles of Incorporation; Bylaws; Directors and\nOfficers of Surviving Corporation\n\n                  Unless otherwise agreed by Parent and the Company before the\nEffective Time, at the Effective Time:\n\n                  (a) the Articles of Incorporation and the Bylaws of Merger Sub\nin effect immediately prior to the Effective Time shall be the Articles of\nIncorporation and the bylaws of the Surviving Corporation, until thereafter\namended as provided by Law and such Articles of Incorporation or bylaws;\n\n                  (b) the officers of Merger Sub immediately prior to the\nEffective Time shall serve in their respective offices of the Surviving\nCorporation from and after the Effective Time, in each case until their\nsuccessors are elected or appointed and qualified or until their resignation or\nremoval; and\n\n                  (c) the directors of Merger Sub immediately prior to the\nEffective Time shall serve as the directors of the Surviving Corporation from\nand after the Effective Time, in each case until their successors are elected or\nappointed and qualified or until their resignation or removal.\n   11\n                                       7\n\n                                  ARTICLE III\n\n               CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES\n\n                  SECTION 3.01 Conversion of Shares\n\n                  At the Effective Time, by virtue of the Merger, and without\nany action on the part of Parent, Merger Sub, the Company or the holders of any\nof the following securities:\n\n                  (a) Each share of Common Stock, no par value per share, of the\nCompany (\"COMPANY COMMON STOCK\") issued and outstanding immediately before the\nEffective Time (excluding those held in the treasury of the Company and those\nowned by any wholly owned Subsidiary of the Company), and all rights in respect\nthereof, shall forthwith cease to exist and be converted into and become\nexchangeable into .092766387 of a share (the \"EXCHANGE RATIO\") of Parent Common\nStock (collectively, the \"MERGER SHARES\"), as set forth in Schedule I hereto,\nsubject to adjustment as provided in Section 3.06 below (it being understood\nthat that the Exchange Ratio equals a fraction, (i) the numerator of which\nfraction is 642,500, and (ii) the denominator of which is 6,926,000, which\nequals the number of issued and outstanding shares of Company Stock, plus all\noutstanding options to purchase Company Common Stock (both vested and unvested)\nand any other securities of the Company exercisable, exchangeable or convertible\ninto shares of Company Common Stock (the \"FULLY DILUTED SHARE NUMBER\")). An\naggregate of 64,250 shares of the Merger Shares shall be subject to escrow\npursuant to Article X hereof.\n\n                  (b) Each share of Company Common Stock held in the treasury of\nthe Company or owned by any wholly owned Subsidiary of the Company immediately\nprior to the Effective Time shall be canceled and retired and no shares of stock\nor other securities of Parent, the Surviving Corporation or any other\ncorporation shall be issuable, and no payment of other consideration shall be\nmade, with respect thereto.\n\n                  (c) each issued and outstanding share of capital stock of\nMerger Sub shall be converted into and become one fully paid and nonassessable\nshare of common stock of the Surviving Corporation. From and after the Effective\nTime, each outstanding certificate theretofore representing shares of Merger Sub\ncommon stock shall be deemed for all purposes to evidence ownership of and to\nrepresent the number of shares of Surviving Corporation common stock into which\nsuch shares of Merger Sub common stock shall have been converted. Promptly after\nthe Effective Time, the Surviving Corporation shall issue to Parent a stock\ncertificate representing 1,000 shares of Surviving Corporation common stock in\nexchange for the certificate that formerly represented shares of Merger Sub\ncommon stock, which shall be surrendered by Parent and canceled.\n\n                  SECTION 3.02 Exchange of Shares Other than Treasury Shares\n\n                  (a) Exchange Agent. Parent shall act as exchange agent for the\nMerger (the \"EXCHANGE AGENT\").\n   12\n                                       8\n\n                  (b) Parent to Provide Common Stock. Promptly after the\nEffective Time, Parent shall make available for the benefit of the Shareholders\ncertificates of Parent Common Stock (\"PARENT CERTIFICATES\") representing the\nnumber of whole shares of Parent Common Stock issuable pursuant to Section\n3.01(a) in exchange for shares of Company Common Stock outstanding immediately\nprior to the Effective Time, less the Escrow Fund (as defined in Section 10.04),\nto the Shareholders or their nominees in the amounts set forth opposite their\nnames on Schedule I hereto.\n\n                  (c) Exchange Procedures. On or prior to the Effective Time,\neach holder of record of a certificate or certificates (the \"COMPANY\nCERTIFICATES\") which immediately prior to the Effective Time represented\noutstanding shares of Company Common Stock, whose shares were converted into the\nright to receive shares of Parent Common Stock pursuant to Section 3.01(a) shall\nsurrender each such Company Certificate for cancellation to Parent or to such\nother agent or agents as may be appointed by Parent. The holder of such Company\nCertificate shall be entitled to receive in exchange therefor, and Parent shall\ncause to be delivered to such holder, or its nominee, within ten (10) days of\nthe Effective Time, a certificate representing the number of whole shares of\nParent Common Stock which such holder has the right to receive pursuant to\nSection 3.01(a), and the Company Certificate so surrendered shall forthwith be\ncanceled. Until so surrendered, each outstanding Company Certificate that, prior\nto the Effective Time, represented shares of Company Common Stock will be deemed\nfrom and after the Effective Time, for all corporate purposes other than the\npayment of dividends, to evidence the ownership of the number of full shares of\nParent Common Stock into which such shares of Company Common Stock shall have\nbeen so converted.\n\n                  (d) Distribution with Respect to Unexchanged Shares. No\ndividends or other distributions with respect to Parent Common Stock with a\nrecord date after the Effective Time will be paid to the holder of any\nunsurrendered Company Certificate with respect to the shares of Parent Common\nStock represented thereby until the holder of record of such Company Certificate\nshall surrender such Company Certificate. Subject to the effect of applicable\nescheat or similar laws, following surrender of any such Company Certificate,\nthere shall be paid to the record holder of the Parent Certificates issued in\nexchange therefor, without interest, at the time of such surrender, the amount\nof any such dividends or other distributions with a record date after the\nEffective Time theretofore payable (but for the provisions of this Section\n3.02(d)) with respect to such shares of Parent Common Stock.\n\n                  (e) Transfer of Ownership. If any Parent Certificate is to be\nissued in a name other than that in which the Company Certificate surrendered in\nexchange therefor is registered, it will be a condition of the issuance thereof\nthat the Company Certificate so surrendered will be properly endorsed and\notherwise in proper form for transfer and that the person requesting such\nexchange will have paid to Parent or any agent designated by it any transfer or\nother taxes required by reason of the issuance of a Parent Certificate for\nshares of Parent Common Stock in any name other than that of the registered\nholder of the Company Certificate surrendered, or established to the\nsatisfaction of Parent or any agent designated by it that such tax has been paid\nor is not payable.\n   13\n                                       9\n\n                  (f) No Liability. Notwithstanding anything to the contrary in\nthis Section 3.02, none of the Exchange Agent, the Surviving Corporation or any\nparty hereto shall be liable to any person in respect of any shares of Parent\nCommon Stock delivered to a public official pursuant to any applicable abandoned\nproperty, escheat or similar law.\n\n                  SECTION 3.03 Stock Transfer Books\n\n                  At the Effective Time, the stock transfer book of the Company\nshall be closed, and there shall be no further registration of transfers of\nshares of the Company Common Stock thereafter on the records of any such stock\ntransfer books. In the event of a transfer of ownership of shares of Company\nCommon Stock that is not registered in the stock transfer records of the Company\nat the Effective Time, a certificate or certificates representing the number of\nfull shares of Parent Common Stock into which such shares of Company Common\nStock shall have been converted shall be issued to the transferee together with\na cash payment in lieu of fractional shares, if any, in accordance with Section\n3.04 hereof, if the certificate or certificates representing such shares of\nCompany Common Stock is or are surrendered as provided in Section 3.02(c)\nhereof, accompanied by all documents required to evidence and effect such\ntransfer and by evidence of payment of any applicable stock transfer tax.\n\n                  SECTION 3.04 No Fractional Share Certificates\n\n                  No scrip or fractional share Parent Certificate shall be\nissued upon the surrender for exchange of Company Certificates, and an\noutstanding fractional share interest shall not entitle the owner thereof to\nvote, to receive dividends or to any rights of a shareholder of Parent or of\nSurviving Corporation with respect to such fractional share interest. As\npromptly as practicable following the Effective Time, Parent shall deposit with\nthe Exchange Agent an amount in cash sufficient for the Exchange Agent to pay\neach holder of Company Common Stock an amount in cash, rounded to the nearest\nwhole cent, equal to the product obtained by multiplying (i) the fractional\nshare interest to which such holder would otherwise be entitled (after taking\ninto account all shares of Company Common Stock held at the Effective Time by\nsuch holder) by (ii) the average closing price on the Nasdaq National Market of\na share of Parent Common Stock for the period beginning on January 6, 2000 and\nending on the last trading date immediately preceding the date hereof. As soon\nas practicable after the determination of the amount of cash, if any, to be paid\nto holders of Company Common Stock with respect to any fractional share\ninterests, the Exchange Agent shall make available such amounts, net of any\nrequired withholding taxes, to such holders of Company Common Stock, subject to\nand in accordance with the terms of Section 3.02(c) hereof.\n\n                  SECTION 3.05 Options to Purchase Company Common Stock\n\n                  At the Effective Time, the Company's Stock Plan and each\noption granted by Company to purchase shares of the Company Common Stock\npursuant to the Company Stock Plan or otherwise listed in Section 4.03 of the\nCompany Disclosure Schedule (\"COMPANY STOCK OPTIONS\"), which is outstanding and\nunexercised immediately prior to the Effective Time, shall be assumed by Parent\nand converted into an option to purchase shares of Parent Common Stock\n   14\n                                       10\n\nin such number and at such exercise price as provided below and otherwise having\nthe same terms and conditions as in effect immediately prior to the Effective\nTime (except to the extent that such terms, conditions and restrictions may be\naltered in accordance with their terms as a result of the Merger contemplated\nhereby and except that all references in each such Company Stock Option to\nCompany shall be deemed to refer to Parent):\n\n                  (a) the number of shares of Parent Common Stock to be subject\nto the new option shall be equal to the product of (x) the number of shares of\nCompany Common Stock subject to the original Company Stock Option immediately\nprior to the Effective Time and (y) the Exchange Ratio (less any applicable\nadjustments for financial advisor fees, as determined by the Company);\n\n                  (b) the exercise price per share of Parent Common Stock under\nthe new option shall be equal to (x) the exercise price per share of Company\nCommon Stock in effect under the original Company Stock Option immediately prior\nto the Effective Time divided by (y) the Exchange Ratio (less any applicable\nadjustments for financial advisor fees, as determined by the Company); and\n\n                  (c) in effecting such assumption and conversion, the aggregate\nnumber of shares of Parent Common Stock to be subject to each assumed Company\nStock Option will be rounded down, if necessary, to the next whole share and the\naggregate exercise price shall be rounded up, if necessary, to the next whole\ncent.\n\n                  The adjustments provided herein with respect to any options\nthat are \"incentive stock options\" (as defined in Section 422 of the Code) shall\nbe effected in a manner consistent with the requirements of Section 424(a) of\nthe Code.\n\n                  SECTION 3.06 Certain Adjustments\n\n         If, between the date of this Agreement and the Effective Time, the\noutstanding shares of Parent Common Stock or Company Common Stock shall be\nchanged into a different number of shares by reason of any reclassification,\nrecapitalization, split-up, combination or exchange of shares, or any dividend\npayable in stock or other securities shall be declared thereon with a record\ndate within such period, or the number of shares of Company Common Stock on a\nfully diluted basis is in excess of that specified in Section 4.03 and disclosed\nin Section 4.03 of the Company Disclosure Schedule (regardless of whether such\nexcess is a result of an additional issuance of capital stock or a correction to\nsuch Section), then the number of Merger Shares to be issued pursuant to the\nprovisions of Section 3.01 shall be adjusted accordingly to provide to Parent\nthe same economic effect as contemplated by this Agreement prior to such\nreclassification, recapitalization, split-up, combination, exchange, dividend or\nincrease.\n\n                  SECTION 3.07 Lost, Stolen or Destroyed Certificates\n\n                  In the event any Company Certificates shall have been lost,\nstolen or destroyed, the Exchange Agent shall issue in exchange for such lost,\nstolen or destroyed Company Certificates, upon the making of an affidavit of\nthat fact by the holder thereof, such shares of \n   15\n                                       11\n\nParent Common Stock (and cash in lieu of fractional shares) as may be required\npursuant to Section 3.01(a); provided, however, that Parent may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed Company Certificates to deliver a bond\nin such sum as it may reasonably direct as indemnity against any claim that may\nbe made against Parent, the Surviving Corporation or the Exchange Agent with\nrespect to the Company Certificates alleged to have been lost, stolen or\ndestroyed.\n\n                  SECTION 3.08 Taking of Necessary Action; Further Action\n\n                  If, at any time after the Effective Time, any further action\nis necessary or desirable to carry out the purposes of this Agreement and to\nvest the Surviving Corporation with full right, title and possession to all\nassets, property, rights, privileges, powers and franchises of the Company, the\nofficers and directors of the Company are fully authorized in the name of their\ncorporation or otherwise to take, and will use good faith efforts to take, all\nsuch lawful and necessary action, so long as such action is not inconsistent\nwith this Agreement.\n\n                                   ARTICLE IV\n\n                        REPRESENTATIONS AND WARRANTIES OF\n                        THE COMPANY AND THE SHAREHOLDERS\n\n                  The Company and the Shareholders, jointly and severally,\nhereby represent and warrant to Parent, subject to the exceptions specifically\ndisclosed in writing in the Company Disclosure Schedule, all such exceptions to\nbe referenced to a specific representation set forth in this Article IV, that:\n\n                  SECTION 4.01 Organization and Qualification; No Subsidiaries\n\n                  (a) The Company has been duly organized and is validly\nexisting and in good standing under the laws of the jurisdiction of its\nincorporation and has the requisite corporate power and authority to own, lease\nand operate its properties and to carry on its business as it is now being\nconducted. The Company is duly qualified or licensed to do business, and is in\ngood standing, in each jurisdiction where the character of the properties owned,\nleased or operated by it or the nature of its business makes such qualification\nor licensing necessary, except for such failures to be so qualified or licensed\nand in good standing that could not reasonably be expected to have, individually\nor in the aggregate, a Company Material Adverse Effect.\n\n                  (b) The Company does not own an equity interest in any\ncorporation, partnership or joint venture arrangement or other business entity.\n\n                  SECTION 4.02 Articles of Incorporation and Bylaws\n\n                  True, complete and correct copies of the Company's Articles of\nIncorporation and bylaws, each as amended, are included in Section 4.02 of the\nCompany Disclosure Schedule.\n   16\n                                       12\n\nSuch Articles of Incorporation and bylaws are in full force and effect. The\nCompany is not in violation of any of the provisions of its Articles of\nIncorporation or bylaws.\n\n                  SECTION 4.03 Capitalization\n\n                  The authorized capital stock of the Company consists of\n10,000,000 shares of Company Common Stock. As of the date hereof, 6,250,000\nshares of Company Common Stock are issued and outstanding, all of which are duly\nauthorized, validly issued, fully paid and nonassessable. Except for the Company\nCommon Stock, there are no shares of capital stock or other equity securities of\nthe Company outstanding. Except as set forth in Section 4.03 of the Company\nDisclosure Schedule, there are no options, warrants or other rights, agreements,\narrangements or commitments of any character to which the Company is a party or\nby which the Company is bound relating to the issued or unissued capital stock\nof the Company or obligating the Company to issue or sell any shares of capital\nstock of, or other equity interests in, the Company. There are no outstanding\ncontractual obligations of the Company to repurchase, redeem or otherwise\nacquire any shares of Company Common Stock. There are no material outstanding\ncontractual obligations of the Company to provide funds to, or make any material\ninvestment (in the form of a loan, capital contribution or otherwise) in, any\nother person.\n\n                  SECTION 4.04 Authority Relative to This Agreement\n\n                  The Company has all necessary corporate power and authority to\nexecute and deliver this Agreement and the Escrow Agreement (as defined in\nSection 8.01(c), to perform its obligations hereunder and thereunder and to\nconsummate the transactions contemplated hereby and thereby. The execution and\ndelivery of this Agreement and the Escrow Agreement by the Company and the\nconsummation by the Company of the transactions contemplated hereby and thereby\nhave been duly and validly authorized by all necessary corporate action, and no\nother corporate proceedings on the part of the Company are necessary to\nauthorize this Agreement or the Escrow Agreement or to consummate the\ntransactions contemplated hereby or thereby (other than the filing and\nrecordation of the Agreement of Merger as required by the California Code). This\nAgreement has been, and the Escrow Agreement will be, duly and validly executed\nand delivered by the Company and the Shareholders. This Agreement constitutes,\nand the Escrow Agreement will constitute, assuming the due authorization,\nexecution and delivery by the other parties hereto, the legal, valid and binding\nobligations of the Company and the Shareholders, enforceable against each of\nthem in accordance with their respective terms, except to the extent that its\nenforceability may be limited by applicable bankruptcy, insolvency,\nreorganization or other laws affecting the enforcement of creditors' rights\ngenerally or by general equitable principles.\n\n                  SECTION 4.05 No Conflicts; Required Filings and Consents\n\n                  (a) The execution and delivery of this Agreement and the\nEscrow Agreement by the Company and the Shareholders do not, and the performance\nby the Company and the Shareholders of their respective obligations hereunder\nand thereunder, and the consummation of the Merger will not, (i) conflict with\nor violate any provision of the Articles of Incorporation or\n   17\n                                       13\n\nbylaws of the Company, (ii) conflict with or violate any Law applicable to the\nCompany or by which any property or asset of the Company is bound or affected or\n(iii) result in any breach of or constitute a default (or an event which with\nthe giving of notice or lapse of time or both could reasonably be expected to\nbecome a default) under, or give to others any right of termination, amendment,\nacceleration or cancellation of, or result in the creation of a lien or other\nencumbrance on any material property or asset of the Company or any Shareholder\npursuant to, any material note, bond, mortgage, indenture, contract, agreement,\nlease, license, permit, franchise or other instrument or obligation.\n\n                  (b) No filing or registration with, or notification to, and no\npermit, authorization, consent or approval of, any Government Entity is\nnecessary for the execution and delivery of this Agreement by the Company or the\nconsummation by the Company of the transactions contemplated by this Agreement\nexcept, (i) the filing of the Agreement of Merger with the Secretary of State of\nthe State of California, (ii) such filings and consents as may be required under\nany Environmental Law pertaining to any notification, disclosure or required\napproval triggered by the Merger or the transactions contemplated by this\nAgreement, (iii) such filings, registrations, notifications, permits,\nauthorizations, consents or approvals that result from the specific legal or\nregulatory status of Parent or as a result of any other facts that specifically\nrelate to the business or activities in which Parent is engaged other than the\nbusiness of the Company and (iv) such other filings, registrations, notices,\npermits, authorizations, consents and approvals that if not obtained, made or\ngiven would not, individually or in the aggregate, have a Company Material\nAdverse Effect or impair the Company's ability to consummate the transactions\ncontemplated hereby.\n\n                  (c) Except as set forth in Section 4.05(c) of the Company\nDisclosure Schedule, no consent of any third party is required by reason of the\ntransactions contemplated by this Agreement.\n\n                  SECTION 4.06 Permits; Compliance with Laws\n\n                  The Company is in possession of all franchises, grants,\nauthorizations, licenses, establishment registrations, product listings,\npermits, easements, variances, exceptions, consents, certificates,\nidentification and registration numbers, approvals and orders of any\nGovernmental Entity necessary for the Company to own, lease and operate its\nproperties or to offer or perform its services or to develop, produce, store,\ndistribute and market its products or otherwise to carry on its business as it\nis now being conducted (collectively, the \"COMPANY PERMITS\"), and, as of the\ndate of this Agreement, none of the Company Permits has been suspended or\ncancelled nor is any such suspension or cancellation pending or, to the\nknowledge of the Company and each of the Shareholders, threatened. All of the\nCompany Permits are set forth in Section 4.06 of the Company Disclosure\nSchedule. The Company is not in conflict with, or in default or violation of,\n(i) any Law applicable to the Company or by which any property or asset of the\nCompany is bound or affected or (ii) any Company Permits. Section 4.06 of the\nCompany Disclosure Schedule sets forth, as of the date of this Agreement, all\nactions, proceedings, investigations or surveys pending or, to the knowledge of\nthe Company and each of the Shareholders, threatened against the Company that\ncould reasonably be expected to result in the suspension or\n   18\n                                       14\n\ncancellation of any other Company Permit. Since January 1, 1998, the Company has\nnot received from any Governmental Entity any written notification with respect\nto possible conflicts, defaults or violations of Laws. The Merger will not\nresult in the suspension or cancellation of any Company Permit.\n\n                  SECTION 4.07 Financial Statements\n\n                  (a) Section 4.07 of the Company Disclosure Schedule includes\ncopies of the unaudited balance sheets of the Company at December 31, 1999, 1998\nand 1997, together with the related statements of operations, shareholders'\nequity and cash flows for the years ended December 31, 1999, 1998 and 1997 and\nthe notes thereto (the \"COMPANY FINANCIAL STATEMENTS\"). The Company Financial\nStatements: (i) were prepared in accordance with United States generally\naccepted accounting principles (\"GAAP\") applied on a consistent basis throughout\nthe periods covered thereby; (ii) present fairly the financial position, results\nof operations and cash flows of the Company as of such dates and for the periods\nthen ended; and (iii) are correct and complete in all material respects, and can\nbe reconciled with the books of account and records of the Company. The Company\nmaintains and will continue to maintain an adequate system of internal controls\nestablished and administered in accordance with GAAP.\n\n                  (b) Except as and to the extent set forth or reserved against\non the balance sheets of the Company as reported in the Company Financial\nStatements, the Company does not have any liabilities or obligations of any\nnature (whether accrued, absolute, contingent or otherwise) that would be\nrequired to be reflected on a balance sheet or in notes thereto prepared in\naccordance with GAAP, except for immaterial liabilities or obligations incurred\nin the ordinary course of business consistent with past practice since December\n31, 1999.\n\n                  (c) The Working Capital (as hereinafter defined) of the\nCompany equals, and will equal as of the Effective Time, at least $350,000, as\nset forth in an estimated balance sheet of the Company to be delivered to Parent\nat the Effective Time. As used herein, the term \"WORKING CAPITAL\" means the\nexcess of total current assets over current liabilities of the Company,\ndetermined in accordance with GAAP.\n\n                  SECTION 4.08 Absence of Certain Changes or Events\n\n                  Except as set forth in Section 4.08 of the Company Disclosure\nSchedule, since December 31, 1999, the Company has conducted its business only\nin the ordinary course consistent with past practice and, since such date, there\nhas not been (i) any Company Material Adverse Effect, (ii) any event that could\nreasonably be expected to prevent or materially delay the performance of the\nCompany's obligations pursuant to this Agreement and the consummation of the\nMerger by the Company, (iii) any change by the Company in its accounting\nmethods, principles or practices, (iv) any declaration, setting aside or payment\nof any dividend or distribution in respect of the shares of Company Common Stock\nor any redemption, purchase or other acquisition of any of the Company's\nsecurities, (v) any increase in the compensation or benefits or establishment of\nany bonus, insurance, severance, deferred compensation, pension, retirement,\nprofit sharing, stock option (including, without limitation, the granting of\nstock \n   19\n                                       15\n\noptions, stock appreciation rights, performance awards or restricted stock\nawards), stock purchase or other employee benefit plan, or any other increase in\nthe compensation payable or to become payable to any employees, officers,\nconsultants or directors of the Company, (vi) any issuance or sale of any stock,\nnotes, bonds or other securities, or entering into any agreement with respect\nthereto, (vii) any amendment to the Company's Articles of Incorporation or\nbylaws, (viii) other than in the ordinary course of business consistent with\npast practice, any (x) purchase, sale, assignment or transfer of any material\nassets, (y) mortgage, pledge or existence of any lien, encumbrance or charge on\nany material assets or properties, tangible or intangible, except for liens for\nTaxes not yet delinquent and such other liens, encumbrances or charges which do\nnot, individually or in the aggregate, have a Company Material Adverse Effect,\nor (z) waiver of any rights of material value or cancellation or any material\ndebts or claims, (ix) any incurrence of any material liability (absolute or\ncontingent), except for current liabilities and obligations incurred in the\nordinary course of business consistent with past practice, (x) any incurrence of\nany damage, destruction or similar loss, whether or not covered by insurance,\nmaterially affecting the business or properties of the Company, (xi) any\nentering into any transaction of a material nature other than in the ordinary\ncourse of business, consistent with past practice, or (xii) any negotiation or\nagreement by the Company to do any of the things described in the preceding\nclauses (i) through (xi).\n\n                  SECTION 4.09 Employee Benefit Plans; Labor Matters\n\n                  (a) Section 4.09 of the Company Disclosure Schedule lists each\nemployee benefit fund, plan, program, arrangement and contract (including,\nwithout limitation, any \"pension\" plan, fund or program, as defined in Section\n3(2) of ERISA, and any \"employee benefit plan\", as defined in Section 3(3) of\nERISA and any plan, program, arrangement or contract providing for severance;\nmedical, dental or vision benefits; life insurance or death benefits; disability\nbenefits, sick pay or other wage replacement; vacation, holiday or sabbatical;\npension or profit-sharing benefits; stock options or other equity compensation;\nbonus or incentive pay or other material fringe benefits), whether written or\nnot maintained, sponsored or contributed to or required to be contributed to by\nthe Company (the \"COMPANY BENEFIT PLANS\"). With respect to each Company Benefit\nPlan, the Company has delivered or made available to Parent a true, complete and\ncorrect copy of (i) such Company Benefit Plan (or, if not written, a written\nsummary of its material terms) and the most recent summary plan description, if\nany, related to such Company Benefit Plan, (ii) each trust agreement or other\nfunding arrangement relating to such Company Benefit Plan, (iii) the most recent\nannual report (Form 5500) filed with the IRS with respect to such Company\nBenefit Plan (and, if the most recent annual report is a Form 5500R, the most\nrecent Form 5500C filed with respect to such Company Benefit Plan), (iv) the\nmost recent actuarial report or financial statement relating to such Company\nBenefit Plan and (v) the most recent determination letter, if any, issued by the\nIRS with respect to such Company Benefit Plan and any pending request for such a\ndetermination letter. Neither the Company, nor to the knowledge of the Company\nand each of the Shareholders, any other person or entity, has any express or\nimplied commitment, whether legally enforceable or not, to modify, change or\nterminate any Company Benefit Plan, other than with respect to a modification,\nchange or termination required by ERISA or the Code.\n   20\n                                       16\n\n                  (b) Each Company Benefit Plan has been administered in all\nmaterial respects in accordance with its terms and all applicable laws,\nincluding ERISA and the Code, and contributions required to be made under the\nterms of any of the Company Benefit Plans as of the date of this Agreement have\nbeen timely made or, if not yet due, have been properly reflected on the most\nrecent consolidated balance sheet prior to the date of this Agreement. With\nrespect to the Company Benefit Plans, no event has occurred and, to the\nknowledge of the Company and each of the Shareholders, there exists no condition\nor set of circumstances in connection with which the Company could be subject to\nany material liability (other than for routine benefit liabilities) under the\nterms of, or with respect to, such Company Benefit Plans, ERISA, the Code or any\nother applicable Law.\n\n                  (c) The Company hereby represents that: (i) each Company\nBenefit Plan which is intended to qualify under Section 401(a), Section 401(k),\nSection 401(m) or Section 4975(e)(6) of the Code has received a favorable\ndetermination letter from the IRS as to its qualified status, and each trust\nestablished in connection with any Company which is intended to be exempt from\nfederal income taxation under Section 501(a) of the Code has received a\ndetermination letter from the IRS that it is so exempt, and to the knowledge of\nthe Company and each of the Shareholders, no fact or event has occurred that\ncould adversely affect the qualified status of any such Company Benefit Plan or\nthe exempt status of any such trust; (ii) to the knowledge of the Company and\neach of the Shareholders there has been no prohibited transaction (within the\nmeaning of Section 406 of ERISA or Section 4975 of the Code and other than a\ntransaction that is exempt under a statutory or administrative exemption) with\nrespect to any Company Benefit Plan that could result in liability to the\nCompany and (iii) each Company Benefit Plan can be amended, terminated or\notherwise discontinued after the Effective Time in accordance with its terms,\nwithout liability (other than (A) liability for ordinary administrative expenses\ntypically incurred in a termination event or (B) if the Company Benefit Plan is\npension benefit plan subject to Part 2 of Title I of ERISA, liability for the\naccrued benefits as of the date of such termination (if and to the extent\nrequired by ERISA) to the extent that either there are sufficient assets set\naside in a trust or insurance contract to satisfy such liability or such\nliability is reflected on the most recent balance sheet included in the Company\nFinancial Statements prior to the date of this Agreement). No suit,\nadministrative proceeding, action or other litigation has been brought, or to\nthe knowledge of the Company and each of the Shareholders, is threatened,\nagainst or with respect to any such Company Benefit Plan, including any audit or\ninquiry by the Internal Revenue Service or United States Department of Labor\n(other than routine benefits claims).\n\n                  (d) No Company Benefit Plan is a multiemployer pension plan\n(as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV\nof ERISA and the Company has not sponsored or contributed to or been required to\ncontribute to a multiemployer pension plan or other pension plan subject to\nTitle IV of ERISA. No material liability under Title IV of ERISA has been\nincurred by the Company that has not been satisfied in full, and no condition\nexists that presents a material risk to the Company of incurring or being\nsubject (whether primarily, jointly or secondarily) to a material liability\nthereunder. None of the assets of the Company is or may reasonably be expected\nto become, the subject of any lien arising under ERISA or Section 412(n) of the\nCode.\n   21\n                                       17\n\n                  (e) With respect to each Benefit Plan required to be set forth\nin the Disclosure Schedule that is subject to Title IV or Part 3 of Title I of\nERISA or Section 412 of the Code, (i) no reportable event (within the meaning of\nSection 4043 of ERISA, other than an event that is not required to be reported\nbefore or within 30 days of such event) has occurred or is expected to occur,\n(ii) there was not an accumulated funding deficiency (within the meaning of\nSection 302 of ERISA or Section 412 of the Code), whether or not waived, as of\nthe most recently ended plan year of such Company Benefit Plan; and (iii) there\nis no \"unfunded benefit liability\" (within the meaning of Section 4001(a)(18) of\nERISA).\n\n                  (f) The Company has delivered to Parent true, complete and\ncorrect copies of (i) all employment agreements with officers and all consulting\nagreements of the Company, (ii) all severance plans, agreements, programs and\npolicies of the Company with or relating to its employees, directors or\nconsultants, and (iii) all plans, programs, agreements and other arrangements of\nthe Company with or relating to their respective employees, directors or\nconsultants which contain \"change of control\" provisions. No payment or benefit\nwhich may be required to be made by the Company or which otherwise may be\nrequired to be made under the terms of any Company Benefit Plan or other\narrangement will constitute a parachute payment under Section 280(G)(1) of the\nCode, and the consummation of the transactions contemplated by this Agreement\nwill not, alone or in conjunction with any other possible event (including\ntermination of employment), (i) entitle any current or former employee or other\nservice provider of the Company to severance benefits or any other payment,\ncompensation or benefit (including forgiveness of indebtedness), except as\nexpressly provided by this Agreement, or (ii) accelerate the time of payment or\nvesting, or increase the amount of compensation or benefit due any such employee\nor service provider.\n\n                  (g) The Company is not a party to, and does not have any\nobligations under or with respect to, any collective bargaining or other labor\nunion contract applicable to persons employed by the Company and no collective\nbargaining agreement is being negotiated by the Company or any person or entity\nthat may obligate the Company thereunder. As of the date of this Agreement,\nthere is no labor dispute, strike, union organizing activity or work stoppage\nagainst the Company pending or, to the knowledge of the Company and each of the\nShareholders, threatened which may interfere with the business activities of the\nCompany. As of the date of this Agreement, to the knowledge of the Company and\neach of the Shareholders, none of the Company or any of its representatives or\nemployees has committed any unfair labor practice in connection with the\noperation of the businesses of the Company, and there is no charge or complaint\nfiled against the Company by or with the National Labor Relations Board or any\ncomparable Governmental Entity pending or threatened in writing.\n\n                  (h) Except as required by Law, no Company Benefit Plan\nprovides any of the following retiree or post-employment benefits to any person:\nmedical, disability or life insurance benefits. To the knowledge of the Company\nand each of the Shareholders, the Company is in compliance with (i) the\nrequirements of the applicable health care continuation and notice provisions of\nthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (\"COBRA\")\nand the regulations (including proposed regulations) thereunder and (ii) the\n   22\n                                       18\n\napplicable requirements of the Health Insurance Portability and Accountability\nAct of 1996, as amended, and the regulations (including the proposed\nregulations) thereunder.\n\n                  SECTION 4.10 Certain Tax Matters\n\n                  Neither the Company nor any of its Affiliates has taken or\nagreed to take any action (other than actions contemplated by this Agreement)\nthat could be expected to prevent the Merger from constituting a\n\"reorganization\" under Section 368(a) of the Code. Neither the Company nor any\nof the Shareholders is aware of any agreement or plan to which the Company or\nany of its Affiliates is a party or other circumstances relating to the Company\nor any of its Affiliates that could reasonably be expected to prevent the Merger\nfrom so qualifying as a reorganization under Section 368(a) of the Code.\n\n                  SECTION 4.11 Contracts\n\n                  Except for the contracts and agreements described in Section\n4.11 of the Company Disclosure Schedule (collectively, the \"MATERIAL\nCONTRACTS\"), the Company is not a party to or bound by any material contract or\nagreement, including without limitation:\n\n                  (a) any sales, advertising or agency contract in excess of\n$10,000 over the life of the contract;\n\n                  (b) any continuing contract for the purchase of materials,\nsupplies, equipment or services involving in the case of any such contact more\nthan $10,000 over the life of the contract;\n\n                  (c) any contract that expires or may be renewed at the option\nof any person other than the Company so as to expire more than one year after\nthe date of this Agreement;\n\n                  (d) any trust indenture, mortgage, promissory note, loan\nagreement or other contract for the borrowing of money, any currency exchange,\ncommodities or other hedging arrangement or any leasing transaction of the type\nrequired to be capitalized in accordance with GAAP;\n\n                  (e) any contract for capital expenditures in excess of $10,000\nin the aggregate;\n\n                  (f) any contract limiting the freedom of the Company to engage\nin any line of business or to compete with any other corporation, partnership,\nlimited liability company, trust, individual or other entity, or any\nconfidentiality, secrecy or non-disclosure contract;\n\n                  (g) any contract pursuant to which the Company is a lessor of\nany machinery, equipment, motor vehicles, office furniture, fixtures or other\npersonal property, pursuant to which payments in excess of $10,000 remain\noutstanding;\n\n                  (h) any contract with an Affiliate;\n   23\n                                       19\n\n                  (i) any agreement of guarantee, support, indemnification,\nassumption or endorsement of, or any similar commitment with respect to, the\nobligations, liabilities (whether accrued, absolute, contingent or otherwise) or\nindebtedness of any other person;\n\n                  (j) any distribution contract; or\n\n                  (k) any employment contract, arrangement or policy (including\nwithout limitation any collective bargaining contract or union agreement) which\nmay not be immediately terminated without penalty (or any augmentation or\nacceleration of benefits).\n\n                  The Company has performed all of the obligations required to\nbe performed by it and is entitled to all benefits under, and is not alleged to\nbe in default in respect of any Material Contract. Each of the Material\nContracts is valid and binding and in full force and effect, and there exists no\ndefault or event of default or event, occurrence, condition or act, with respect\nto the Company, or to the knowledge of the Company and each of the Shareholders,\nwith respect to the other contracting party, which, with the giving of notice,\nthe lapse of the time or the happening of any other event or conditions, would\nbecome a default or event of default under any Material Contract. True, correct\nand complete copies of all Material Contracts have been delivered to Parent.\n\n                  SECTION 4.12 Litigation\n\n                  Except as set forth in Section 4.12 of the Company Disclosure\nSchedule, there is no private or governmental action, suit, proceeding, claim,\narbitration or investigation pending before any agency, court or tribunal,\nforeign or domestic, or, to the knowledge of the Company and each of the\nShareholders, threatened against the Company or any of its properties or any of\nits officers or directors (in their capacities as such). Neither the Company nor\nany of the Shareholders are aware of any facts or circumstances which could\nreasonably be expected to result in the denial of insurance coverage under\npolicies issued to the Company in respect of such suits, claims, actions,\nproceedings and investigations. There is no judgment, decree or order against\nthe Company or, or, to the knowledge of the Company and each of the\nShareholders, any of its directors or officers (in their capacities as such),\nthat could prevent, enjoin, or materially alter or delay any of the transactions\ncontemplated by this Agreement, or that could reasonably be expected to have a\nCompany Material Adverse Effect. Section 4.12 of the Company Disclosure Schedule\nalso lists all litigation that the Company has pending against other parties.\n\n                  SECTION 4.13 Environmental Matters\n\n                  The Company is in compliance with all applicable Environmental\nLaws and all Company Permits required by Environmental Laws. All past\nnoncompliance, if any, of the Company with Environmental Laws or Environmental\nPermits has been resolved without any pending, ongoing or future obligation,\ncost or liability. The Company has not released a Hazardous Material at, or\ntransported a Hazardous Material to or from, any real property currently or\nformerly owned, leased or occupied by the Company, in violation of any\nEnvironmental Law.\n   24\n                                       20\n\n                  SECTION 4.14 Intellectual Property\n\n                  (a) Section 4.14(a) of the Company Disclosure Schedule\ncontains a true and complete list of the Company's patents, patent applications,\nregistered trademarks, trademark applications, trademarks, trade names,\nregistered service marks, service mark applications, service marks, Internet\ndomain names, Internet domain name applications, copyright registrations and\napplications and other filings and formal actions made or taken pursuant to\nFederal, state, local and foreign laws by the Company to protect its interests\nin the Company Intellectual Property, and includes details of all due dates for\nfurther filings, maintenance, payments or other actions falling due in respect\nof the Company Intellectual Property within twelve (12) months of the Effective\nTime. All of the Company's patents, patent applications, registered trademarks,\ntrademark applications and registered copyrights remain in good standing with\nall fees and filings due as of the date hereof.\n\n                  (b) The Company Intellectual Property contains only those\nitems and rights which are: (i) owned by the Company; (ii) in the public domain;\nor (iii) rightfully used by the Company pursuant to a valid and enforceable\nlicense or other agreement (the \"COMPANY LICENSED INTELLECTUAL PROPERTY\"), the\nparties, date, term and subject matter of each such license or other agreement\n(each, a \"LICENSE AGREEMENT\") being set forth on Section 4.14(b) of the Company\nDisclosure Schedule. The Company has all rights in the Company Intellectual\nProperty which includes all rights necessary to carry out the Company's current\nactivities and the Company's future activities to the extent such future\nactivities are already planned, including without limitation, to the extent\nrequired to carry out such activities, rights to make, use, reproduce, modify,\nadopt, create derivative works based on, translate, distribute (directly and\nindirectly), transmit, display and perform publicly, license, rent and lease\nand, other than with respect to the Company Licensed Intellectual Property,\nassign and sell, the Company Intellectual Property.\n\n                  (c) The reproduction, manufacturing, distribution, licensing,\nsublicensing, sale or any other exercise of rights in any Company Intellectual\nProperty, product, work, technology or process as now used or offered or\nproposed for use, licensing or sale by the Company does not infringe on any\nproprietary or personal right of any person such as patent, design right,\ntrademark, trade name, service mark, trade dress, Internet domain name,\ncopyright, database right, statistical model, technology, invention, supplier\nlist, trade secret, know-how, computer software program or application of any\nperson, anywhere in the world. The Company has not received notice of any\npending or threatened claims (including offers to grant licenses) (i)\nchallenging the validity, effectiveness or, other than with respect to the\nCompany Licensed Intellectual Property, ownership by the Company of any Company\nIntellectual Property, or (ii) to the effect that the use, distribution,\nlicensing, sublicensing, sale or any other exercise of rights in any product,\nwork, technology or process as now used or offered or proposed for use,\nlicensing, sublicensing or sale by the Company or its agents or use by its\ncustomers infringes or will infringe on or misappropriate any intellectual\nproperty or other proprietary or personal right of any person. No such claims\nhave been threatened by any person, nor are there any valid grounds for any bona\nfide claim of any such kind. All of the rights within the Company Intellectual\nProperty are enforceable and subsisting. To the knowledge of the Company and\neach of the\n   25\n                                       21\n\nShareholders, there is no unauthorized use, infringement or misappropriation of\nany Company Intellectual Property by any third party, employee or former\nemployee.\n\n                  (d) All personnel, including employees, agents, consultants\nand contractors, who have contributed to or participated in the conception and\ndevelopment of the Company Intellectual Property on behalf of the Company, have\nexecuted nondisclosure agreements and either (i) have been a party to an\nenforceable agreements with the Company in accordance with applicable national\nand state law that accords the Company full, effective, exclusive and original\nownership of all tangible and intangible property as \"works-for-hire,\" arising\nfrom the efforts of such personnel, or (ii) have executed appropriate\ninstruments of assignment in favor of the Company that have conveyed to the\nCompany full, effective and exclusive ownership of all tangible and intangible\nproperty arising from the efforts of such personnel.\n\n                  (e) The Company is not, nor as a result of the execution or\ndelivery of this Agreement, or performance of the Company's obligations\nhereunder, will the Company be, in violation of any license, sublicense,\nagreement or instrument to which the Company is a party or otherwise bound, nor\nwill execution or delivery of this Agreement, or performance of the Company's\nobligations hereunder, cause the diminution, termination or forfeiture of any\nthe Company Intellectual Property.\n\n                  (f) Section 4.14(f) of the Company Disclosure Schedule\ncontains a true and complete list of all the Company's software programs (the\n\"COMPANY SOFTWARE PROGRAMS\"). The Company owns full and unencumbered right and\ngood, valid and marketable title to such Company Software Programs that it owns,\nfree and clear of all mortgages, pledges, liens, security interests, conditional\nsales agreements, encumbrances or charges of any kind. The Company has full and\nunrestricted rights to use the Company Software Programs that it licenses,\npursuant to license agreements listed in Schedule 4.14(b).\n\n                  (g) The source code and system documentation relating to the\nCompany Software Programs have been maintained in strict confidence and (i) have\nbeen disclosed by the Company only to those of its employees who have a \"need to\nknow\" the contents thereof in connection with the performance of their duties to\nthe Company and who have executed nondisclosure agreements with the Company; and\n(ii) have been disclosed to only those third parties who have executed\nnondisclosure agreements with the Company.\n\n                  (h) The Company Software Programs (i) have been designed to\nensure year 2000 compatibility, which includes, but is not limited to, date data\ncentury recognition, and calculations that accommodate same century and\nmulti-century formulas and date values; (ii) operate in accordance with their\nspecifications prior to, during and after the calendar year 2000 AD; and (iii)\ndo not end abnormally or provide invalid or incorrect results as a result of\ndate data, specifically including date data which represents or references\ndifferent centuries or more than one century.\n   26\n                                                                              22\n\n                  (i) The Company Intellectual Property is free and clear of any\nand all mortgages, pledges, liens, security interests, conditional sale\nagreements, encumbrances or charges of any kind.\n\n                  (j) Except as set forth in Section 4.14(j) of the Company\nDisclosure Schedule, the Company does not owe nor will owe any royalties or\nother payments to third parties in respect of the Company Intellectual Property.\nAll royalties or other payments that have accrued prior to the Effective Time\nhave been paid.\n\n                  (k) To the knowledge of the Company and each of the\nShareholders, the Company Software Programs and other Company Intellectual\nProperty contain no \"viruses.\" For the purposes of this Agreement, \"virus\" means\nany computer code designed to disrupt, disable or harm in any manner the\noperation of any software or hardware including, without limitation, worms,\nbombs, backdoors, clocks, timers, or other disabling device code, designs or\nroutines which causes the software to be erased, inoperable, or otherwise\nincapable of being used, either automatically or upon command by any party.\n\n                  SECTION 4.15 Taxes\n\n                  (a) The Company, and any consolidated, combined, unitary or\naggregate group for Tax purposes of which the Company is or has been a member,\nhave properly completed and timely filed all Tax Returns required to be filed by\nthem and have paid all Taxes shown thereon to be due. The Company has provided\nadequate accruals in accordance with generally accepted accounting principles in\nthe Company Financial Statements for any Taxes that have not been paid, whether\nor not shown as being due on any Tax Returns. The Company has no material\nliability for unpaid Taxes accruing after the date of the Company Financial\nStatements.\n\n                  (b) There is (i) no material claim for Taxes that is a lien\nagainst the property of the Company or is being asserted against the Company\nother than liens for Taxes not yet due and payable, (ii) no audit of any Tax\nReturn of the Company being conducted by a Tax Authority; (iii) no extension of\nthe statute of limitations on the assessment of any Taxes granted by the Company\nand currently in effect, and (iv) no agreement, contract or arrangement to which\nthe Company is a party that may result in the payment of any amount that would\nnot be deductible by reason of Section 280G or Section 404 of the Code.\n\n                  (c) There has been no change in ownership of the Company that\nhas caused the utilization of any losses of the Company to be limited pursuant\nto Section 382 of the Code, and any loss carryovers reflected on the Company\nFinancial Statements are properly computed and reflected.\n\n                  (d) The Company has not been and will not be required to\ninclude any material adjustment in Taxable income for any Tax period (or portion\nthereof) pursuant to Section 481 or 263A of the Code or any comparable provision\nunder state or foreign Tax laws as a result of transactions, events or\naccounting methods employed prior to the Merger.\n   27\n                                       23\n\n                  (e) The Company has not filed and will not file any consent to\nhave the provisions of paragraph 341(f)(2) of the Code (or comparable provisions\nof any state Tax laws) apply to the Company.\n\n                  (f) Except as set forth in Section 4.15 of the Company\nDisclosure Schedule, the Company is not a party to any Tax sharing or Tax\nallocation agreement nor does the Company have any liability or potential\nliability to another party under any such agreement.\n\n                  (g) The Company has not filed any disclosures under Section\n6662 of the Code or comparable provisions of state, local or foreign law to\nprevent the imposition of penalties with respect to any Tax reporting position\ntaken on any Tax Return.\n\n                  (h) The Company has never been a member of a consolidated,\ncombined or unitary group of which the Company was not the ultimate parent\ncorporation.\n\n                  (i) The Company has in its possession receipts for any Taxes\npaid to foreign Tax authorities. The Company has never been a \"personal holding\ncompany\" within the meaning of Section 542 of the Code or a \"United Sates real\nproperty holding corporation\" within the meaning of Section 897 of the Code.\n\n                  (j) The Company has made an effective election pursuant to\nSection 1362 of the Code to be an \"S corporation\" commencing with the Company's\nfirst taxable year, and such election has remained and will remain valid and\neffective (without termination) continually through the Effective Time.\n\n                  SECTION 4.16 Insurance\n\n                  The Company is presently insured, and since inception has been\ninsured, against such risks as companies engaged in a similar business would, in\naccordance with good business practice, customarily be insured. The policies of\nfire, theft, liability and other insurance maintained with respect to the assets\nor businesses of the Company provide adequate coverage against loss. There is no\nmaterial claim pending under any of such policies as to which coverage has been\nquestioned, denied or disputed by the underwriters of such policies. The Company\nhas heretofore furnished to Parent a complete and correct list as of the date\nhereof of all insurance policies maintained by the Company, and has made\navailable to Parent complete and correct copies of all such policies, together\nwith all riders and amendments thereto. All such policies are in full force and\neffect and all premiums due thereon have been paid to the date hereof. The\nCompany has complied in all material respects with the terms of such policies.\nNeither the Company nor the Shareholders has knowledge of any threatened\ntermination of, or material premium increase with respect to, any of such\npolicies.\n\n                  SECTION 4.17 Properties\n\n                  The Company has good and marketable title, free and clear of\nall material mortgages, liens, pledges, charges or other encumbrances to all its\nproperties and assets, whether tangible or intangible, real, personal or mixed,\nreflected in the Company Financial Statements for\n   28\n                                       24\n\nthe fiscal year ended December 31, 1999, as being owned by the Company and as of\nthe date thereof, other than (i) any properties or assets that have been sold or\notherwise disposed of in the ordinary course of business since the date of such\nfinancial statements, (ii) liens disclosed in the notes to such financial\nstatements and (iii) liens arising in the ordinary course of business after the\ndate of such financial statements. All properties used in the Company's\noperations are reflected in the balance sheets included in the Company Financial\nStatements to the extent GAAP require the same to be reflected. All buildings,\nand all fixtures, equipment and other property and assets that are material to\nits business on a consolidated basis, held under leases or sub-leases by the\nCompany are held under valid instruments enforceable in accordance with their\nrespective terms, subject to applicable laws of bankruptcy, insolvency or\nsimilar laws relating to creditors' rights generally and to general principles\nof equity (whether applied in a proceeding in law or equity). Substantially all\nof the Company's equipment in regular use has been reasonably maintained and is\nin serviceable condition, reasonable wear and tear excepted. The Company owns or\nhas the valid and subsisting right to use all assets and properties necessary or\nadvisable to operate the Company's business in the manner presently conducted\nand as proposed to be conducted in the projections described in Section 4.25.\n\n                  SECTION 4.18 Affiliates\n\n                  Section 4.18 of the Company Disclosure Schedule sets forth the\nnames and addresses of each person who is, in the Company's reasonable judgment,\nan affiliate (as such term is used in Rule 145 under the Securities Act or under\napplicable SEC accounting releases with respect to pooling of interests\naccounting treatment) of the Company. The Company is not indebted to, nor does\nit owe any contractual commitment or arrangement to, with or for the benefit of,\nany director, officer, employee, affiliate or agent of the Company (except for\namounts due as normal salaries and bonuses and in reimbursement of ordinary\nexpenses). No current or former director, officer, employee, affiliate or agent\nof the Company is presently or at the Effective Time shall be, or, in the last\nthree years has been, the direct or indirect owner of an interest in any\ncorporation, firm, association, or business organization which is a present (or\npotential) competitor, supplier or customer of the Company. Except for normal\nsalaries and bonuses and reimbursement of ordinary expenses, since December 31,\n1998, the Company has not made any payments, loans or advances of any kind, or\npaid any dividends or distributions of any kind, to or for the benefit of the\nShareholders, or any of their respective affiliates, associates or family\nmembers.\n\n                  SECTION 4.19 Brokers\n\n                  (a) Other than Houlihan Lokey Howard &amp; Zukin (the \"COMPANY\nFINANCIAL ADVISOR\"), the fees and expenses of which shall be paid by the\nShareholders, no broker, finder or investment banker is entitled to any\nbrokerage, finder's or other fee or commission in connection with the Merger\nbased upon arrangements made by or on behalf of the Company.\n\n                  (b) Section 4.19 of the Company Disclosure Schedule sets forth\ntrue, complete and correct copies of all agreements between the Company and the\nCompany Financial\n   29\n                                       25\n\nAdvisor. Except as set forth in Section 4.19 of the Company Disclosure Schedule,\nthere are no other agreements between the Company and the Company Financial\nAdvisor.\n\n                  SECTION 4.20 Certain Business Practices\n\n                  Neither the Company nor any directors, officers, agents or\nemployees of the Company (in their capacities as such) has (i) used any funds\nfor unlawful contributions, gifts, entertainment or other unlawful expenses\nrelating to political activity, (ii) made any unlawful payment to foreign or\ndomestic government officials or employees or to foreign or domestic political\nparties or campaigns or violated any provision of the Foreign Corrupt Practices\nAct of 1977, as amended, or (iii) made any other unlawful payment.\n\n                  SECTION 4.21 Business Activity Restriction\n\n                  There is no non-competition or other similar agreement,\ncommitment, judgment, injunction, order or decree to which the Company is a\nparty or subject to that has or could reasonably be expected to have the effect\nof prohibiting or impairing the conduct of business by the Company. The Company\nhas not entered into any agreement under which the Company is restricted from\nselling, licensing or otherwise distributing any of its technology or products\nto, or providing services to, customers or potential customers or any class of\ncustomers, in any geographic area, during any period of time or in any segment\nof the market or line of business.\n\n                  SECTION 4.22 Accounts Receivable\n\n                  Subject to any reserves set forth in the Company Financial\nStatements, the accounts receivable shown on the Company Financial Statements\nrepresent and will represent bona fide claims against debtors for sales and\nother charges, and are not subject to discount except for normal cash and\nimmaterial trade discounts. The amount carried for doubtful accounts and\nallowances disclosed in the Company Financial Statements was calculated in\naccordance with GAAP and in a manner consistent with prior periods and is\nsufficient to provide for any losses which may be sustained on realization of\nthe receivables.\n\n                  SECTION 4.23 Customers and Suppliers\n\n                  No customer which individually accounted for more than 1% of\nthe Company's gross revenues during the 12-month period preceding the date\nhereof has canceled or otherwise terminated, or made any written threat to the\nCompany to cancel or otherwise terminate or decrease its relationship with the\nCompany, or has decreased materially its relationship with the Company or its\nusage of the services or products of the Company, as the case may be.\n\n                  SECTION 4.24 Employee Matters\n\n                  The Company is in compliance in all material respects with all\ncurrently applicable laws and regulations respecting employment, discrimination\nin employment, terms and conditions of employment, wages, hours and occupational\nsafety and health and employment practices, and is not engaged in any unfair\nlabor practice. The Company has withheld all\n   30\n                                       26\n\namounts required by Law or by agreement to be withheld from the wages, salaries,\nand other payments to employees; and is not liable for any arrears of wages or\nany taxes or any penalty for failure to comply with any of the foregoing. The\nCompany is not liable for any payment to any trust or other fund or to any\nGovernmental Entity, with respect to unemployment compensation benefits, social\nsecurity or other benefits or obligations for employees (other than routine\npayments to be made in the normal course of business and consistent with past\npractice). There are no pending claims against the Company under any workers\ncompensation plan or policy or for long term disability. There are no\ncontroversies pending or, to the knowledge of the Company and each of the\nShareholders, threatened, between the Company and any of its employees, which\ncontroversies have or could reasonably be expected to result in an action, suit,\nproceeding, claim, arbitration or investigation before any Governmental Entity.\nThe Company is not a party to any collective bargaining agreement or other labor\nunion contract nor does the Company or any Shareholder know of any activities or\nproceedings of any labor union to organize any Company employees. To the\nknowledge of the Company and each of the Shareholders, no employees of the\nCompany are in violation of any term of any employment contract, non-disclosure\nagreement, noncompetition agreement, or any restrictive covenant to a former\nemployer relating to the right of any such employee to be employed by the\nCompany because of the nature of the business conducted or presently proposed to\nbe conducted by the Company or to the use of trade secrets or proprietary\ninformation of others. No employees of the Company have given notice to the\nCompany, nor is the Company or any Shareholder otherwise aware, that any such\nemployee intends to terminate his or her employment with the Company.\n\n                  SECTION 4.25 Financial Projections\n\n                  The financial projections included in Section 4.25 of the\nCompany Disclosure Schedule were prepared by the Company on a reasonable basis\nand in good faith. The assumptions used in the preparation of such projections\n(a) are those the Company believes are significant in forecasting the financial\nresults of the Company and (b) reflect, as of the date made and for the relevant\nperiods presented, a reasonable estimate of the events, contingencies and\ncircumstances described therein.\n\n                  SECTION 4.26 Representations Complete\n\n                  None of the representations or warranties made by the\nShareholders or the Company herein or in any Company Disclosure Schedule hereto,\nor certificate furnished by the Shareholders or the Company pursuant to this\nAgreement, when all such documents are read together in their entirety, contains\nor will contain at the Effective Time any untrue statement of a material fact,\nor omits or will omit at the Effective Time to state any material fact necessary\nin order to make the statements contained herein or therein, in the light of the\ncircumstances under which made, not misleading.\n   31\n                                       27\n\n                                   ARTICLE V\n\n                    REPRESENTATIONS AND WARRANTIES OF PARENT\n\n                  Parent hereby represents and warrants to the Company and the\nShareholders that:\n\n                  SECTION 5.01 Organization and Qualification; Subsidiaries\n\n                  Parent and each directly and indirectly owned Subsidiary of\nParent (the \"PARENT SUBSIDIARIES\") has been duly organized and is validly\nexisting and in good standing (to the extent applicable) under the laws of the\njurisdiction of its incorporation or organization, as the case may be, and has\nthe requisite corporate power and authority and all necessary governmental\napprovals to own, lease and operate its properties and to carry on its business\nas it is now being conducted. Parent, and each Parent Subsidiary is duly\nqualified or licensed to do business, and is in good standing (to the extent\napplicable), in each jurisdiction where the character of the properties owned,\nleased or operated by it or the nature of its business makes such qualification\nor licensing necessary, except for such failures to be so qualified or licensed\nand in good standing that could not reasonably be expected to have, individually\nor in the aggregate, a Parent Material Adverse Effect.\n\n                  SECTION 5.02 Capitalization\n\n                  (a) The authorized capital stock of Parent consists of (i)\n100,000,000 shares of Parent Common Stock, of which 14,499,575 shares are issued\nand outstanding as of December 31, 1999, and (ii) 5,000,000 shares of Preferred\nStock, par value $.001 per share, of which no shares are issued and outstanding.\nAll of the outstanding shares of Parent Common Stock have been validly issued\nand are fully paid and nonassessable and not subject to preemptive rights.\n\n                  (b) All of the shares of Parent Common Stock to be issued in\nconnection with the Merger, when issued in accordance with this Agreement, will\nbe validly issued, fully paid and nonassessable and not subject to preemptive\nrights or similar contractual rights granted by Parent.\n\n                  (c) Except for outstanding options under Parent's stock option\nplans and Parent's right to repurchase any unvested shares under its stock\noption plans, there are no outstanding rights, subscriptions, warrants, calls,\nunsatisfied preemptive rights, options or other agreements or arrangements of\nany kind to purchase or otherwise to receive from Parent or any Parent\nSubsidiary any shares of capital stock or any other security of Parent or any\nParent Subsidiary, and, except for a convertible promissory note issued by the\nPurchaser in the amount of $1,925,000, there are no outstanding securities of\nany kind convertible into or exchangeable for such capital stock.\n\n                  SECTION 5.03 Authority Relative to this Agreement\n\n                  Each of Parent and Merger Sub has all necessary corporate\npower and authority to execute and deliver this Agreement and the Escrow\nAgreement, to perform its obligations\n   32\n                                       28\n\nhereunder and thereunder and to consummate the transactions contemplated hereby\nand thereby. The execution and delivery of this Agreement and the Escrow\nAgreement by Parent and the consummation by Parent of the transactions\ncontemplated hereby and thereby, and the execution and delivery of this\nAgreement by Merger Sub, and the consummation by Merger Sub of the transactions\ncontemplated hereby, have been duly and validly authorized by all necessary\ncorporate action, and no other corporate proceedings on the part of Parent or\nMerger Sub are necessary to authorize this Agreement or the Escrow Agreement or\nto consummate such transactions (other than the filing and recordation of the\nAgreement of Merger as required by the California Code). This Agreement has\nbeen, and the Escrow Agreement will be, duly executed and delivered by Parent.\nAssuming the due authorization, execution and delivery by the Company and the\nShareholders, this Agreement constitutes, and the Escrow Agreement will\nconstitute, legal, valid and binding obligations of Parent, enforceable against\nParent in accordance with their respective terms, except to the extent that\nenforceability may be limited by applicable bankruptcy, insolvency,\nreorganization or other laws affecting the enforcement of creditors' rights\ngenerally or by general equitable principles. This Agreement has been duly\nexecuted and delivered by Merger Sub and, assuming the due authorization,\nexecution and delivery by the Company and the Shareholders, constitutes a legal,\nvalid and binding obligation of Merger Sub, enforceable against Merger Sub in\naccordance with its terms, except to the extent that its enforceability may be\nlimited by applicable bankruptcy, insolvency, reorganization or other laws\naffecting the enforcement of creditors' rights generally or by general equitable\nprinciples.\n\n                  SECTION 5.04 No Conflict; Required Filings and Consents\n\n                  (a) The execution and delivery of this Agreement by Parent and\nMerger Sub and the execution and delivery of the Escrow Agreement by Parent, do\nnot, and the performance by Parent and Merger Sub of their obligations hereunder\nand\/or thereunder, as the case may be, and the consummation of the Merger will\nnot, (i) conflict with or violate any provision of the articles of incorporation\nor bylaws of Parent or any equivalent organizational documents of any Parent\nSubsidiary, (ii) conflict with or violate any Law applicable to Parent or any\nother Parent Subsidiary or by which any property or asset of Parent or any\nParent Subsidiary is bound or affected or (iii) result in any breach of or\nconstitute a default (or an event which with the giving of notice or lapse of\ntime or both could reasonably be expected to become a default) under, or give to\nothers any right of termination, amendment, acceleration or cancellation of, or\nresult in the creation of a lien or other encumbrance on any material property\nor asset of Parent or any Parent Subsidiary pursuant to, any material note,\nbond, mortgage, indenture, contract, agreement, lease, license, permit,\nfranchise or other instrument or obligation.\n\n                  (b) Assuming the accuracy of the representations and\nwarranties of the Company set forth in Article IV, the execution and delivery of\nthis Agreement by Parent and Merger Sub do not, and the execution of the Escrow\nAgreement will not, and the performance by Parent and Merger Sub of their\nobligations hereunder and the consummation of the Merger will not, require any\nconsent, approval, authorization or permit of, or filing by Parent with or\nnotification by Parent to, any Governmental Entity.\n   33\n                                       29\n\n\n            SECTION 5.05 SEC Filings; Financial Statements.\n\n            (a) Parent has timely filed all forms, reports, statements and\ndocuments required to be filed by it with the SEC and the Nasdaq National Market\nsince October 31, 1999 (collectively, together with any such forms, reports,\nstatements and documents Parent may file subsequent to the date hereof until the\nEffective Time, the \"PARENT REPORTS\"). Each Parent Report (i) was prepared in\naccordance with the requirements of the Securities Act of 1933, as amended (the\n\"SECURITIES ACT\"), the Securities Exchange Act of 1934, as amended (the\n\"EXCHANGE ACT\") or the Nasdaq National Market, as the case may be, and (ii) did\nnot at the time it was filed contain any untrue statement of a material fact or\nomit to state a material fact required to be stated therein or necessary in\norder to make the statements made therein, in the light of the circumstances\nunder which they were made, not misleading. No Parent Subsidiary is subject to\nthe periodic reporting requirements of the Exchange Act or required to file any\nform, report or other document with the SEC, the Nasdaq National Market any\nother stock exchange or any other comparable governmental entity.\n\n            (b) Except as is provided in the Parent Reports, each of the\nconsolidated financial statements (including, in each case, any notes thereto)\ncontained in the Parent Reports complied as to form in all material respects\nwith applicable accounting requirements, was prepared in accordance with GAAP\napplied on a consistent basis throughout the periods indicated (except as may be\nindicated in the notes thereto) and each presented fairly, in all material\nrespects, the consolidated financial position of Parent and the consolidated\nParent Subsidiaries as at the respective dates thereof and the consolidated\nresults of operations and cash flows of Parent and the consolidated Parent\nSubsidiaries for the respective periods indicated therein, except as otherwise\nnoted therein (subject, in the case of unaudited statements, to normal and\nrecurring year-end adjustments).\n\n            SECTION 5.06 Absence of Certain Changes or Events\n\n            Except as disclosed in the Parent Reports filed prior to the date of\nthis Agreement, since September 30, 1999, (a) there has not been (i) any\ncondition, event, occurrence or development that has had or would reasonably be\nexpected to have, individually or in the aggregate, a Parent Material Adverse\nEffect or which would reasonably be expected to prevent, hinder or materially\ndelay the ability of Parent or Merger Sub to consummate the Merger, (ii) any\nmaterial change by Parent or any Parent Subsidiary in its accounting methods,\nprinciples or practices, or (iii) any event pursuant to which Parent or any\nParent Subsidiary has incurred any material liabilities (direct, contingent or\notherwise) or engaged in any material transaction or entered into any material\nagreement, in each case, outside of the ordinary course of business which,\nindividually or in the aggregate, would be reasonably expected to have a Parent\nMaterial Adverse Effect, and (b) Parent and the Parent Subsidiaries have\nconducted their respective businesses in the ordinary course substantially\nconsistent with past practice.\n   34\n                                       30\n\n\n            SECTION 5.07 Certain Tax Matters\n\n            Neither Parent nor, to the knowledge of Parent, any of its\nAffiliates has taken or agreed to take any action (other than actions\ncontemplated by this Agreement) that could reasonably be expected to prevent the\nMerger from constituting a \"reorganization\" under Section 368(a) of the Code.\nParent is not aware of any agreement, plan or other circumstance that could\nreasonably be expected to prevent the Merger from so qualifying as a\nreorganization under Section 368(a) of the Code.\n\n            SECTION 5.08 Brokers\n\n            No broker, finder or investment banker is entitled to any brokerage,\nfinder's or other fee or commission in connection with the Merger based upon\narrangements made by or on behalf of Parent.\n\n            SECTION 5.09 Representations Complete\n\n            None of the representations or warranties made by Parent herein or\nin any certificate furnished by Parent pursuant to this Agreement, when all such\ndocuments are read together in their entirety, contains or will contain at the\nEffective Time any untrue statement of a material fact, or omits or will omit at\nthe Effective Time to state any material fact necessary in order to make the\nstatements contained herein or therein, in the light of the circumstances under\nwhich made, not misleading.\n\n                                   ARTICLE VI\n\n                                    COVENANTS\n\n            SECTION 6.01 Conduct of Business by the Company Pending the Closing\n\n            The Company and the Shareholders agree that, between the date of\nthis Agreement and the Effective Time, unless Parent shall otherwise agree in\nwriting, (x) the businesses of the Company shall be conducted only in, and the\nCompany shall not take any action except in, the ordinary course of business\nconsistent with past practice and (y) the Company shall use all reasonable\nefforts to keep available the services of such of the current officers,\nsignificant employees and consultants of the Company and to preserve the current\nrelationships of the Company with such of the corporate partners, customers,\nsuppliers and other persons with which the Company has significant business\nrelations in order to preserve substantially intact its business organization.\nBy way of amplification and not limitation, the Company shall not, between the\ndate of this Agreement and the Effective Time, directly or indirectly, do, or\nagree to do, any of the following without the prior written consent of Parent:\n\n            (a) amend or otherwise change its Articles of Incorporation or\nbylaws or equivalent organizational documents;\n   35\n                                       31\n\n\n            (b) issue, sell, pledge, dispose of, grant, transfer, lease,\nlicense, guarantee or encumber, or authorize the issuance, sale, pledge,\ndisposition, grant, transfer, lease, license or encumbrance of (i) any shares of\ncapital stock of the Company of any class, or securities convertible into or\nexchangeable or exercisable for any shares of such capital stock, or any\noptions, warrants or other rights of any kind to acquire any shares of such\ncapital stock, or any other ownership interest (including, without limitation,\nany phantom interest), of the Company or (ii) any property or assets of the\nCompany except sales of inventory in the ordinary course of business consistent\nwith past practice;\n\n            (c) (i) acquire (including, without limitation, by merger,\nconsolidation, or acquisition of stock or assets) any interest in any\ncorporation, partnership, other business organization or person or any division\nthereof; (ii) incur any indebtedness for borrowed money or issue any debt\nsecurities or assume, guarantee or endorse, or otherwise as an accommodation\nbecome responsible for, the obligations of any person for borrowed money or make\nany loans or advances material to the business, assets, liabilities, financial\ncondition or results of operations of the Company; (iii) terminate, cancel or\nrequest any material change in, or agree to any material change in, any Material\nContract or License Agreement; (iv) make or authorize any capital expenditure,\nother than capital expenditures in the ordinary course of business consistent\nwith past practice that have been budgeted for fiscal year 2000 and disclosed in\nwriting to Parent and that are not, in the aggregate, in excess of $10,000 for\nthe Company; or (v) enter into or amend any contract, agreement, commitment or\narrangement that, if fully performed, would not be permitted under this Section\n6.01(c);\n\n            (d) declare, set aside, make or pay any dividend or other\ndistribution, payable in cash, stock, property or otherwise, with respect to any\nof its capital stock;\n\n            (e) reclassify, combine, split, subdivide or redeem, purchase or\notherwise acquire, directly or indirectly, any of its capital stock;\n\n            (f) amend the terms of, repurchase, redeem or otherwise acquire, any\nof its securities or any securities or propose to do any of the foregoing;\n\n            (g) increase the compensation payable or to become payable to its\ndirectors, officers, consultants or employees, grant any rights to severance or\ntermination pay to, or enter into any employment or severance agreement which\nprovides benefits upon a change in control of the Company that would be\ntriggered by the Merger with, any director, officer, consultant or other\nemployee of the Company who is not currently entitled to such benefits from the\nMerger, establish, adopt, enter into or amend any collective bargaining, bonus,\nprofit sharing, thrift, compensation, stock option, restricted stock, pension,\nretirement, deferred compensation, employment, termination, severance or other\nplan, agreement, trust, fund, policy or arrangement for the benefit of any\ndirector, officer, consultant or employee of the Company, except to the extent\nrequired by applicable Law or the terms of a collective bargaining agreement, or\nenter into or amend any contract, agreement, commitment or arrangement between\nthe Company and any of the Company's directors, officers, consultants or\nemployees;\n   36\n                                       32\n\n\n            (h) pay, discharge or satisfy any claims, liabilities or obligations\n(absolute, accrued, asserted or unasserted, contingent or otherwise), other than\nthe payment, discharge or satisfaction in the ordinary course of business and\nconsistent with past practice of liabilities reflected or reserved against on\nthe balance sheet of the Company dated as of December 31, 1999 previously\npresented to Parent and only to the extent of such reserves;\n\n            (i) make any change with respect to the Company's accounting\npolicies, principles, methods or procedures, including, without limitation,\nrevenue recognition policies, other than as required by GAAP;\n\n            (j) make any material Tax election or settle or compromise any\nmaterial Tax liability;\n\n            (k) permit any insurance policy naming it as a beneficiary or a loss\npayee to be cancelled or terminated, except in the ordinary and usual course of\nbusiness;\n\n            (l) maintain the books and records of the Company in a manner not\nconsistent with past business practices;\n\n            (m) take any action which would materially adversely affect the\ngoodwill of its suppliers, customers and others with whom it has business\nrelations;\n\n            (n) fail to pay and perform all of its debts, obligations and\nliabilities as and when due and all leases, agreements, contracts and other\ncommitments to which it is a party in accordance with the terms and provisions\nthereof;\n\n            (o) fail to comply in all material respects with all Laws that may\nbe applicable to its business; or\n\n            (p) authorize or enter into any formal or informal agreement or\notherwise make any commitment to do any of the foregoing or to take any action\nwhich would make any of the representations or warranties of the Company\ncontained in this Agreement untrue or incorrect or prevent the Company from\nperforming or cause the Company not to perform its covenants hereunder or result\nin any of the conditions to the Merger set forth herein not being satisfied.\n\n            SECTION 6.02 Notices of Certain Events\n\n            Each of Parent and the Company shall give prompt notice to the other\nof (i) any notice or other communication from any person alleging that the\nconsent of such person is or may be required in connection with the Merger; (ii)\nany notice or other communication from any Governmental Entity in connection\nwith the Merger; (iii) any actions, suits, claims, investigations or proceedings\ncommenced or, to its knowledge, threatened against, relating to or involving or\notherwise affecting Parent or the Company, or that relate to the consummation of\nthe Merger; (iv) the occurrence of a default or event that, with the giving of\nnotice or lapse of time or both, will become a default under any Material\nContract; and (v) any change that could reasonably be expected to have a Parent\nMaterial Adverse Effect or a Company Material\n   37\n                                       33\n\n\nAdverse Effect, or to delay or impede the ability of either Parent or the\nCompany to perform their respective obligations pursuant to this Agreement and\nto effect the consummation of the Merger.\n\n            SECTION 6.03 Access to Information; Confidentiality\n\n            (a) Except as required pursuant to any confidentiality agreement or\nsimilar agreement or arrangement to which Parent or the Company or any of the\nParent Subsidiaries is a party or pursuant to applicable Law or the regulations\nor requirements of any stock exchange or other regulatory organization with\nwhose rules a party hereto is required to comply, from the date of this\nAgreement to the Effective Time, Parent and the Company shall (i) provide to the\nother (and its officers, directors, employees, accountants, consultants, legal\ncounsel, agents and other representatives (collectively, \"REPRESENTATIVES\"))\naccess at reasonable times upon prior notice to its officers, employees, agents,\nproperties, offices and other facilities and to the books and records thereof,\nand (ii) furnish promptly such information concerning its business, properties,\ncontracts, assets, liabilities and personnel as the other party or its\nRepresentatives may reasonably request. No investigation conducted pursuant to\nthis Section 6.03 shall affect or be deemed to modify any representation or\nwarranty made in this Agreement.\n\n            (b) The parties hereto shall comply with, and shall cause their\nrespective Representatives to comply with, all of their respective obligations\nunder the Confidentiality Agreement with respect to the information disclosed\npursuant to this Section 6.03 or pursuant to the Confidentiality Agreement. The\nShareholders hereby agree to be bound by the terms of the Confidentiality\nAgreement as if they were parties thereto.\n\n            (c) The Shareholders shall provide Parent's independent public\naccountants with all financial information, other than information held by the\nCompany, and data reasonably necessary to enable such accountants to prepare and\nreview (i) the balance sheet of the Company as of the Effective Time and the\nrelated statements of income, shareholders' equity and cash flows for the period\nthen ended, and (ii) the balance sheets of the Company as of December 31, 1999,\n1998 and 1997 and the related statements of income, shareholders' equity and\ncash flows for the years then ended.\n\n            (d) The Shareholders agree that, if requested by the Company as\nbeing necessary to prepare the audited financial statements as contemplated by\nparagraph (c) above, the Shareholders shall provide to the Company's independent\npublic accountants a management representation letter in a form reasonably\nacceptable to such accountants covering the periods referred to above.\n\n            SECTION 6.04 No Solicitation of Transactions\n\n            The Company and the Shareholders shall not, directly or indirectly,\nand shall cause the Company's Representatives not to, directly or indirectly,\nsolicit, initiate or encourage (including by way of furnishing nonpublic\ninformation), any inquiries or the making of any proposal or offer (including,\nwithout limitation, any proposal or offer to its Shareholders) that constitutes,\nor may reasonably be expected to lead to, any Competing Transaction, or enter\ninto\n   38\n                                       34\n\n\nor maintain or continue discussions or negotiate with any person in furtherance\nof such inquiries or to obtain a Competing Transaction, or agree to or endorse\nany Competing Transaction, or authorize or permit any of the Company's\nRepresentatives to take any such action. Any violation of the restrictions set\nforth in this Section 6.04 by any Representative of the Company, whether or not\nsuch Person is purporting to act on behalf of the Company or otherwise, shall be\ndeemed to be a breach of this Section 6.04 by the Company. The Company shall\nnotify Parent promptly if any proposal or offer, or any inquiry or contact with\nany person with respect thereto, regarding a Competing Transaction is made, such\nnotice to include the identity of the person making such proposal, offer,\ninquiry or contact, and the terms of such Competing Transaction, and shall keep\nParent apprised, on a current basis, of the status of such Competing\nTransaction. The Company immediately shall cease and cause to be terminated all\nexisting discussions or negotiations with any parties conducted heretofore with\nrespect to a Competing Transaction. The Company shall not release any third\nparty from, or waive any provision of, any confidentiality or standstill\nagreement to which it is a party.\n\n            SECTION 6.05 Tax-Free Transaction\n\n            From and after the date of this Agreement, each party hereto shall\nuse all reasonable efforts to cause the Merger to qualify, and shall not\nknowingly take any actions or cause any actions to be taken which could\nreasonably be expected to prevent the Merger from qualifying as a\n\"reorganization\" under Section 368(a) of the Code.\n\n            SECTION 6.06 Further Action; Consents; Filings\n\n            (a) Upon the terms and subject to the conditions hereof, each of the\nparties hereto shall use all reasonable efforts to (i) take, or cause to be\ntaken, all appropriate action, and do, or cause to be done, all things\nnecessary, proper or advisable under applicable Law or otherwise to consummate\nand make effective the Merger, (ii) obtain from Governmental Entities any\nconsents, licenses, permits, waivers, approvals, authorizations or orders\nrequired to be obtained or made by Parent or the Company in connection with the\nauthorization, execution and delivery of this Agreement and the consummation of\nthe Merger and (iii) make all necessary filings, and thereafter make any other\nrequired or appropriate submissions, with respect to this Agreement and the\nMerger required under any applicable Laws. The parties hereto shall cooperate\nand consult with each other in connection with the making of all such filings.\n\n            (b) Each of the Company and Parent will give any notices to third\npersons, and use reasonable efforts to obtain any consents from third persons\nnecessary, proper or advisable (as determined in good faith by Parent with\nrespect to such notices or consents to be delivered or obtained by the Company)\nto consummate the transactions contemplated by this Agreement.\n   39\n                                       35\n\n\n                                  ARTICLE VII\n\n                              ADDITIONAL AGREEMENTS\n\n            SECTION 7.01 Public Announcements\n\n            Until the earlier of termination of this Agreement or the Effective\nTime, Parent and Merger Sub, on the one hand, and the Company, on the other\nhand, will consult with each other before issuing any press release or otherwise\nmaking any public statements with respect to the Agreement or the Merger and\nshall not issue any such press release or make any such public statement that is\nnot approved by the other party, except as may be required by Law or the rules\nof the Nasdaq National Market, in which case the parties will make reasonable\nefforts to consult with each other prior to the making of such public statement.\nSECTION 7.02  Employee Benefit Matters\n\n            At Parent's request, the Company shall take all action necessary to\nterminate, or cause to terminate, immediately before the Effective Time, any\nCompany Benefit Plan that is a 401(k) plan or other defined contribution\nretirement plan.\n\n            SECTION 7.03 Shareholder Investment Representations\n\n            (a) Each Shareholder understands that the shares of the Parent\nCommon Stock issued in the Merger will not be registered under the Securities\nAct nor qualified under the Blue Sky Laws of any state; and that the Parent\nCommon Stock is being offered and sold to the Shareholders pursuant to an\nexemption from such registration and qualification based in part upon the\nrepresentations of such Shareholder contained herein.\n\n            (b) Each Shareholder represents and warrants to Parent that he or\nshe is (i) an \"accredited investor,\" as defined in Rule 501 under the Securities\nAct, or (ii) has such knowledge and experience in financial and business matters\nthat he or she is capable of evaluating the merits and risks of an investment\nsuch as the Parent Common Stock.\n\n            (c) Each Shareholder acknowledges and agrees with Parent that he or\nshe has received and reviewed this Agreement and has received and reviewed all\nfurther information, if any, regarding Parent necessary to make an informed\ninvestment decision to invest in the Parent Common Stock, including information\nrequested to verify other information received, and has received, all\ninformation that he or she has requested from Parent, and has been afforded a\nreasonable opportunity to ask questions about Parent, the Parent Common Stock\nand the terms and conditions of this Agreement, and has received satisfactory\nanswers to all such questions.\n\n            (d) Each Shareholder acknowledges to Parent that he or she is fully\naware of the applicable transfer restrictions of the Parent Common Stock to be\nissued in the Merger, recognizes that it may be necessary to hold the Parent\nCommon Stock indefinitely and can bear the economic risk of his or her\ninvestment in the Parent Common Stock (including a complete loss of the\ninvestment).\n   40\n                                       36\n\n\n            (e) Each Shareholder acknowledges and agrees with Parent that he or\nshe is acquiring the Parent Common Stock issued in the Merger for investment for\nhis or her own account and not with a view to, or for resale in connection with,\nthe distribution or other disposition thereof. Each Shareholder agrees with\nParent that he or she will not, directly or indirectly, offer, transfer, sell,\nassign, pledge, hypothecate or otherwise dispose of (hereinafter, \"TRANSFER\")\nany of the Parent Common Stock issued in the Merger unless (i) the Transfer is\npursuant to an effective registration statement under the Securities Act or (ii)\ncounsel for such Shareholder (which counsel shall be reasonably acceptable to\nParent) shall have furnished Parent with an opinion, satisfactory in form and\nsubstance to Parent, to the effect that no such registration is required because\nof the availability of an exemption from registration under the Securities Act.\n\n            SECTION 7.04 Stock Options\n\n            As soon as practicable following the date of this Agreement and at\nor prior to the Effective Time, the Board of Directors of Parent (or, if\nappropriate, any committee administering Parent's stock option plan), shall\nadopt such resolutions or take such other actions as may be required to effect\nthe following as of the Effective Time: as to those employees of the Surviving\nCorporation as of the Effective Time set forth on Schedule II, grant to such\npersons options to purchase the respective number of shares of Parent Common\nStock (\"PARENT STOCK OPTIONS\") set forth opposite their names on such Schedule,\nwith an exercise price per share equal to the closing selling price of Parent\nCommon Stock at the Effective Time.\n\n            SECTION 7.05 Lock-up Agreement of Shareholders\n\n            Each Shareholder agrees in connection with any registered\nunderwritten public offering of Parent Common Stock that, upon request of Parent\nor the underwriters managing an underwritten public offering, not to sell, make\nany short sale of, loan, grant any option for the purchase of or otherwise\ndispose of any Parent Common Stock (other than those, if any, that are included\nin the public offering) without the prior written consent of Parent or such\nunderwriters, as the case may be, for such period of time as may be requested by\nParent or the underwriters, provided, that the officers and directors of Parent\nshall also enter into such an agreement.\n\n            SECTION 7.06 Legend.\n\n            Each Parent Certificate shall bear the following legend:\n\n            \"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\nREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,\nTRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF\n(i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR\n(ii) AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT\nREQUIRED.\"\n   41\n                                       37\n\n\n\n            SECTION 7.07 Registration Rights\n\n            (a) Piggy-back Registration. If, commencing six (6) months after the\nClosing Date, Parent proposes to register any Parent Common Stock under the\nSecurities Act for sale to the public, whether of its own account or for the\naccount of other security holders or both (except pursuant to a registration\nstatement on Form S-4 or S-8 (or any substitute form adopted by the SEC) or any\nother form that does not permit the inclusion of shares by its security\nholders), Parent will give written notice to the Shareholders of its intention\nto do so and, upon the written request of any Shareholder given within twenty\n(20) days after receipt of any such notice (which request shall specify the\nnumber of Merger Shares intended to be sold or disposed of by such Shareholders\nand the nature of any proposed sale or other disposition thereof), Parent will\nuse its reasonable best efforts to cause all Merger Shares that such\nShareholders shall have requested the registration of to be included in such\nnotification or the registration statement proposed to be filed by Parent;\nprovided, however, that nothing herein shall prevent Parent from, at any time,\nabandoning, delaying or suspending the effectiveness of any such registration.\nIf any such registration shall be underwritten in whole or in part, Parent may\nrequire that the Merger Shares requested for inclusion pursuant to this Section\n7.07 be included in the underwriting on the same terms and conditions as the\nsecurities otherwise being sold through the underwriters. The number of Merger\nShares to be included in such an underwriting may be reduced (pro rata among the\nrequesting holders (other than Parent and any other persons demanding\nregistration pursuant to existing rights who are entitled to be protected\nagainst any such reduction) based upon the number of shares so request to be\nregistered) if and to the extent that the managing underwriter shall be of the\nopinion that such inclusion would adversely affect the marketing of the\nsecurities to be sold by the Company. All expenses of such offering, except the\nfees of special counsel to the Shareholders and brokers' commissions or\nunderwriting discounts payable by the Shareholders, shall be borne by the\nparticipating sellers in proportion to the number of shares sold by each, or by\nsuch person other than the Company (extent to the extent the Company shall be a\nseller) as they may agree.\n\n            (b) Registration Procedures. If and whenever Parent is required to\nuse its reasonable best efforts to effect the registration of any Merger Shares\nunder the Securities Act a provided by Section 7.07(a) hereof, Parent will:\n\n                  (i) prepare and file with the SEC a registration statement\n      with respect to such securities, and use its reasonable best efforts to\n      cause such registration statement to become and remain effective for the\n      period of the distribution contemplated thereby (determined as hereafter\n      provided);\n\n                  (ii) prepare and file with the SEC such amendments to such\n      registration statement and supplements to the prospectus contained therein\n      as may be necessary to keep such registration statement effective for the\n      period specified in paragraph (i) above;\n\n                  (iii) furnish to the security holders participating in such\n      registration and to the underwriters of the securities being registered,\n      such reasonable number of copies of\n   42\n                                       38\n\n\n      the registration statement, preliminary prospectus, final prospectus and\n      such other documents as such participating security holders and\n      underwriters may reasonably request in order to facilitate the public\n      offering of such securities;\n\n                  (iv) use its reasonable best efforts to register or qualify\n      the securities covered by such registration statement under such state\n      securities or blue sky laws of such jurisdictions as such participating\n      security holders and underwriters may reasonably request in writing,\n      except that Parent shall not for any purpose be required to execute a\n      general consent to service of process or to qualify to do business as a\n      foreign corporation in any jurisdiction wherein it is not so qualified;\n\n                  (v) notify the participating security holders, promptly after\n      it shall receive notice thereof, of the time when such registration\n      statement has become effective or a supplement to any prospectus forming a\n      part of such registration statement has been filed;\n\n                  (vi) notify such participating security holders promptly of\n      any request by the SEC for the amending or supplementing of such\n      registration statement or prospectus or for additional information;\n\n                  (vii) prepare and file with the SEC, promptly upon the request\n      of any such participating security holders, any amendments or supplements\n      to such registration statement or prospectus which, in the opinion of\n      counsel for such holders (and concurred with by counsel for Parent), is\n      required under the Securities Act or the rules and regulations promulgated\n      thereunder in connection with the distribution of such Merger Shares by\n      such holder;\n\n                  (viii) prepare and promptly file with the SEC and promptly\n      notify such participating security holders of the filing of such amendment\n      or supplement to such registration statement or prospectus as may be\n      necessary to correct any statements or omissions if, at the time when a\n      prospectus relating to such securities is required to be delivered under\n      the Securities Act, any event shall have occurred as the result of which\n      any such prospectus or any other prospectus as then in effect would\n      include an untrue statement of a material fact or omit to state any\n      material fact necessary to make the statements therein, in the light of\n      the circumstances in which they were made, not misleading;\n\n                  (ix) advise such participating security holders, promptly\n      after it shall receive notice of the issuance of any stop order by the SEC\n      suspending the effectiveness of such registration statement or the\n      initiation or threatening of any proceeding for that purpose, and promptly\n      use its reasonable best efforts to prevent the issuance of any stop order\n      or to obtain its withdrawal if such stop order should be issued; and\n\n                  (x) use its reasonable best efforts to furnish on the\n      effective date of the registration statement and, if such registration\n      includes an underwritten public offering, at the closing provided for in\n      the underwriting agreement: (A) opinions, dated such\n   43\n                                       39\n\n\n      respective dates, of counsel representing Parent for the purposes of such\n      registration, addressed to the underwriters, covering such matters as such\n      persons may reasonably request in customary form as would be given to\n      underwriters in connection with underwritten offerings and (B) letters,\n      dated such respective dates, from the independent certified public\n      accountants of Parent addressed to the underwriters, in customary form and\n      concerning matters of the type customarily covered in \"comfort\" letters in\n      connection with underwritten offerings, and such other matters as\n      permitted by the Statement on Accounting Standards No. 72.\n\n      For purposes of paragraphs (i) and (ii) above, the period of distribution\n      of Merger Shares in a firm commitment underwritten public offering shall\n      be deemed to extend until each underwriter has completed the distribution\n      of all securities purchased by it and the period of distribution of Merger\n      Shares in any other registration shall be deemed to extend until the\n      earlier of the sale of all Merger Shares covered thereby or six (6) month\n      after the effective date thereof.\n\n      In connection with each registration hereunder, the selling holders of\n      Merger Shares will furnish to Parent in writing such information with\n      respect to themselves and the proposed distribution by them as shall be\n      reasonably necessary in order to assure compliance with federal and\n      applicable state securities laws.\n\n            (c) Indemnification. In connection with any such registration\neffected pursuant to Section 6.09(a) hereof, to the extent permitted by law,\nParent will, and hereby does, indemnify and hold harmless, each Shareholder\nagainst any losses, claims, damages or liabilities to which such Shareholder may\nbecome subject under the Securities Act or otherwise, insofar as such losses,\nclaims, damages or liabilities (or actions or proceedings, whether commenced or\nthreatened, in respect thereof) arise out of or are based upon any untrue\nstatement or alleged untrue statement of any material fact contained in any\nregistration statement under which such securities are registered under the\nSecurities Act, and preliminary prospectus, final prospectus or summary\nprospectus contained therein, or any amendment or supplement thereto, or any\nomission or alleged omission to state therein a material fact required to be\nstated therein or necessary to make the statements therein in the light of the\ncircumstances under which they were made not misleading, and Parent will\nreimburse each of the Shareholders for any legal or any other expenses\nreasonably incurred by it in connection with investigating or defending any such\nloss, claim, liability, action or proceeding; provided, that Parent shall not be\nliable in any such case to the extent that any such loss, claim, damage,\nliability (or action or proceeding in respect thereof) or expense arises out of\nor is based upon an untrue statement or alleged untrue statement or omission or\nalleged omission made in such registration statement, any such preliminary\nprospectus, final prospectus, summary prospectus, amendment or supplement in\nreliance upon and in conformity with written information furnished to Parent\nthrough an instrument duly executed by or on behalf of the Shareholders\nspecifically stating that it is for use in the preparation thereof; and provided\nfurther, however, that Parent shall not be liable to any of the Shareholders, in\nany such case to the extent that any such loss, claim, damage, liability (or\naction or proceeding in respect thereof) or expense arises out of such\nShareholder's failure to send or give a copy of the final prospectus, as the\nsame may be then supplemented or amended, to the\n   44\n                                       40\n\n\nperson asserting an untrue statement or alleged untrue statement or omission or\nalleged omission at or prior to the written confirmation of the sale of Merger\nShares to such person if such statement or omission was corrected in such final\nprospectus and copies of such final prospectus were delivered to the\nShareholders prior to the written confirmation of the sale of Merger Shares to\nsuch person asserting an untrue statement or alleged untrue statement or\nomission or alleged omission. Such indemnity shall remain in full force and\neffect regardless of any investigation made by or on behalf of the Shareholders\nand shall survive the transfer of such securities by the Shareholders.\n\n            Parent may require, as a condition to including any Merger Shares in\nany registration statement filed pursuant to this Section 7.07, that Parent\nshall have received an undertaking satisfactory to it from the Shareholders\nholding such Merger Shares, to indemnify and hold harmless (in the same manner\nand to the same extent as set forth in this Section 7.07) Parent, each director\nof Parent, each officer of Parent and each other person, if any, who controls\nParent within the meaning of the Securities Act or the Exchange Act, with\nrespect to any statement or alleged statement in or omission or alleged omission\nfrom such registration statement, any preliminary prospectus, final prospectus\nor summary prospectus contained therein, or any amendment or supplement thereto,\nif such statement or alleged statement or omission or alleged omission was made\nin reliance upon and in conformity with written information furnished to Parent\nthrough an instrument duly executed by the Shareholders for use in the\npreparation of such registration statement, preliminary prospectus, final\nprospectus, summary prospectus, amendment or supplement. Such indemnity shall\nremain in full force and effect, regardless of any investigation made by or on\nbehalf of Parent or any such director, officer or controlling person and shall\nsurvive the transfer of such securities by the Shareholders.\n\n            (d) Contribution. If for any reason the foregoing indemnity is\nunavailable, then the indemnifying party shall contribute to the amount paid or\npayable by the indemnified party as a result of such losses, claims, damages,\nliabilities or expenses (i) in such proportion as is appropriate to reflect the\nrelative benefits received by the indemnifying party on the one hand and the\nindemnified party on the other, or (ii) if the allocation provided by\nsubdivision (i) above is not permitted by applicable law or provides a lesser\nsum to the indemnified party than is appropriate to reflect not only the\nrelative benefits received by the indemnifying party on the one hand and the\nindemnified party on the other but also the relative fault of the indemnifying\nparty and the indemnified party as well as any other relevant equitable\nconsiderations, then in such proportion as is appropriate to reflect the\nrelative fault of the indemnifying party and the indemnified party as well as\nany other equitable considerations. Notwithstanding the foregoing, neither party\nshall be required to contribute any amount in excess of the amount the\nindemnifying party would have been required to pay to an indemnified party if\nthe indemnity under this Section 7.07 was available. No person guilty of\nfraudulent misrepresentation (within the meaning of Section 11(f) of the\nSecurities Act) shall be entitled to contribution from any person who was not\nguilty of such fraudulent misrepresentation.\n\n            (e) Termination. The registration rights provided in this Section\n7.07 shall terminate on the earlier to occur of (i) the third anniversary of the\nClosing Date and (ii) the date\n   45\n                                       41\n\n\non which all of the Merger Shares then held by Shareholders could be sold\npursuant to Rule 144(k) under the Securities Act (or any comparable or successor\nprovision).\n\n            SECTION 7.08 Registration Statement on Form S-8.\n\n            After the Effective Time, Parent shall file with the SEC one or more\nregistration statements on Form S-8 for the shares of Parent Common Stock\nissuable with respect to Company Stock Options and will maintain the\neffectiveness of such registration statements for so long as any of such options\nor other rights remain outstanding.\n\n                                  ARTICLE VIII\n\n                            CONDITIONS TO THE MERGER\n\n            SECTION 8.01 Conditions to the Obligations of Each Party to\nConsummate the Merger\n\n            The obligations of the parties hereto to consummate the Merger are\nsubject to the satisfaction or, if permitted by applicable Law, waiver of the\nfollowing conditions:\n\n            (a) no court of competent jurisdiction shall have issued or entered\nany order, writ, injunction or decree, and no other Governmental Entity shall\nhave issued any order, which is then in effect and has the effect of making the\nMerger illegal or otherwise prohibiting its consummation;\n\n            (b) all consents, approvals and authorizations legally required to\nbe obtained to consummate the Merger shall have been obtained from all\nGovernmental Entities, except where the failure to obtain any such consent,\napproval or authorization could not reasonably be expected to result in a Parent\nMaterial Adverse Effect or a Company Material Adverse Effect;\n\n            (c) Parent, the Company, each Shareholder and the Escrow Agent shall\nhave executed and delivered an Escrow Agreement substantially in the form\nattached hereto as Annex B (the \"ESCROW AGREEMENT\").\n\n            SECTION 8.02 Conditions to the Obligations of the Company\n\n            The obligations of the Company to consummate the Merger, or to\npermit the consummation of the Merger are subject to the satisfaction or, if\npermitted by applicable Law, waiver of the following further conditions:\n\n            (a) each of the representations and warranties of Parent contained\nin this Agreement shall be true, complete and correct in all material respects\n(other than representations and warranties subject to \"materiality\" or \"material\nadverse effect\" qualifiers, which shall be true, complete and correct in all\nrespects) both when made and on and as of the Effective Time as if made at and\nas of the Effective Time (other than representations and warranties which\n   46\n                                       42\n\n\naddress matters only as of a certain date which shall be so true, complete and\ncorrect as of such certain date), and, if the Effective Time shall occur on a\ndate other than the date hereof, the Company shall have received a certificate\nof an officer of Parent to such effect;\n\n            (b) Parent shall have performed or complied in all material respects\nwith all covenants required by this Agreement to be performed or complied with\nby it on or prior to the Effective Time and, if the Effective Time shall occur\non a date other than the date hereof, the Company shall have received a\ncertificate of an officer of Parent to such effect;\n\n            (c) Parent shall have granted the Parent Stock Options listed on\nSchedule II hereto;\n\n            (d) the Company shall have received a legal opinion from Brobeck,\nPhleger &amp; Harrison LLP, counsel to Parent, substantially in the form of Annex C\nhereto; and\n\n            (e) As of the Effective Time, the Company shall have received from\nParent and Merger Sub the following documents:\n\n                        (i) A certificate of existence and good standing from\n      the state of incorporation as to the corporate status of each of Parent\n      and Merger Sub;\n\n                        (ii) A true and complete copy of the resolutions,\n      certified by the Secretary of Parent and Merger Sub, adopted on behalf of\n      each of Parent and the Merger Sub authorizing the execution, delivery and\n      performance of this Agreement and all transactions contemplated hereby;\n\n                        (iii) A certificate from each of Parent and Merger Sub's\n      Secretary as to the incumbency and signatures of any of its officers who\n      will execute documents at the Closing or who have executed the Agreement.\n\n            SECTION 8.03 Conditions to the Obligations of Parent\n\n            The obligations of Parent to consummate the Merger are subject to\nthe satisfaction or waiver of the following further conditions:\n\n            (a) each of the representations and warranties of the Company and\nthe Shareholders contained in this Agreement shall be true, complete and correct\nin all material respects (other than representations and warranties subject to\n\"materiality\" or \"material adverse effect\" qualifiers, which shall be true,\ncomplete and correct in all respects) both when made and on and as of the\nEffective Time as if made at and as of the Effective Time (other than\nrepresentations and warranties which address matters only as of a certain date\nwhich shall be so true, complete and correct as of such certain date), and, if\nthe Effective Time shall occur on a date other than the date hereof, Parent\nshall have received a certificate of the Shareholders and an officer of the\nCompany to such effect;\n   47\n                                       43\n\n\n            (b) The Company and the Shareholders shall have performed or\ncomplied in all material respects with all covenants required by this Agreement\nto be performed or complied with by them on or prior to the Effective Time and,\nif the Effective Time shall occur on a date other than the date hereof, Parent\nshall have received a certificate of the Shareholders and an officer of the\nCompany to such effect;\n\n            (c) Parent shall have received a legal opinion from John D. Arnold,\nEsq., counsel to the Company, substantially in the form of Annex D hereto;\n\n            (d) There shall have been no Company Material Adverse Effect since\nthe date of this Agreement;\n\n            (e) All consents of third parties required pursuant to the terms of\nany Material Contract as a result of the Merger shall have been obtained;\n\n            (f) John Katsaros, Larry Gordon, Peter Christy and David Kaplow\nshall have accepted employment with Parent and shall have entered into\nemployment agreements substantially in the form attached hereto as Annex E;\n\n            (g) John Katsaros, Larry Gordon, Peter Christy and David Kaplow\nshall have executed and delivered a Confidentiality and Noncompetition Agreement\nsubstantially in the form attached hereto as Annex F;\n\n            (h) Parent shall have received audited financial statements of the\nCompany and such audited financial statements shall not reflect any Company\nMaterial Adverse Effect.\n\n            (i) All indebtedness of the Company related to (i) the line of\ncredit with Coamerica Bank - California and (ii) loans from Shareholders, shall\nhave been terminated and paid in full by the Shareholders;\n\n            (j) Closing Documents. As of the date of the Closing, the Parent\nshall have received from the Company the following documents:\n\n                        (i) A certificate of existence and good standing from\n      the state of incorporation as to the corporate status of the Company;\n\n                        (ii) A true and complete copy of the Articles of\n      Incorporation of the Company and all amendments thereto certified by the\n      state of incorporation of the Company;\n\n                        (iii) A true and complete copy of the bylaws of the\n      Company certified by the Secretary of the Company;\n\n                        (iv) A true and complete copy, certified by the\n      Secretary of the Company, of the resolutions adopted on behalf of the\n      Company authorizing the\n   48\n                                       44\n\n\n      execution, delivery and performance of this Agreement and all transactions\n      contemplated hereby;\n\n                        (v) A certificate from the Secretary of the Company that\n      its Articles of Incorporation has not been amended since the date of the\n      certificate described in subsection (ii) above and that nothing has\n      occurred since the date of issuance of the good standing certificate\n      specified in subsection (i) above that would adversely affect its\n      corporate good standing;\n\n                        (vi) A certificate from the Company's Secretary as to\n      the incumbency and signatures of any of the Company's officers who will\n      execute documents at the Closing or who have executed this Agreement;\n\n                        (vii) An estimated balance sheet of the Company as of\n      the Effective Time pursuant to Section 4.07(c) hereof, certified by the\n      Company's President or Chief Financial Officer; and\n\n                        (viii) Any other documents and instruments as Parent may\n      reasonably require or desire in order to effectuate the transactions\n      contemplated by this Agreement.\n\n                                   ARTICLE IX\n\n                        TERMINATION, AMENDMENT AND WAIVER\n\n            SECTION 9.01 Termination\n\n            This Agreement may be terminated and the Merger may be abandoned at\nany time prior to the Effective Time, notwithstanding any requisite adoption and\napproval of this Agreement, as follows:\n\n            (a) by mutual written consent duly authorized by the boards of\ndirectors of each of Parent and the Company;\n\n            (b) by either Parent or the Company, if any Governmental Order,\nwrit, injunction or decree preventing the consummation of the Merger shall have\nbeen entered by any court of competent jurisdiction and shall have become final\nand nonappealable;\n\n            (c) by Parent, on the one hand, or the Company and the Shareholders,\non the other hand, if the Effective Time shall not have occurred on or before\nApril 14, 2000 or such later date as may be agreed upon by the parties hereto,\nprovided, however, that the right to terminate this Agreement under this clause\n(c) shall not be available to any party whose failure to fulfill any obligation\nunder this Agreement has been the cause of, or resulted in the failure of the\nEffective Time to occur on or before such date;\n   49\n                                       45\n\n\n\n            (d) by Parent, upon a breach of any representation, warranty,\ncovenant or agreement on the part of the Company set forth in this Agreement, or\nif any representation or warranty of the Company shall have become untrue,\nincomplete or incorrect, in either case such that the conditions set forth in\nSection 8.03 would not be satisfied (a \"TERMINATING COMPANY BREACH\"); provided,\nhowever, that if such Terminating Company Breach is curable by the Company\nthrough the exercise of its reasonable efforts within ten (10) days and for so\nlong as the Company continues to exercise such reasonable efforts, Parent may\nnot terminate this Agreement under this Section 9.01(c); or\n\n            (e) by the Company, upon breach of any representation, warranty,\ncovenant or agreement on the part of Parent set forth in this Agreement, or if\nany representation or warranty of Parent shall have become untrue, incomplete or\nincorrect, in either case such that the conditions set forth in Section 8.02\nwould not be satisfied (a \"TERMINATING PARENT BREACH\"); provided, however, that\nif such Terminating Parent Breach is curable by Parent through the exercise of\nits reasonable efforts within ten (10) days and for so long as Parent continues\nto exercise such reasonable efforts, the Company may not terminate this\nAgreement under this Section 9.01(d).\n\n            The right of any party hereto to terminate this Agreement pursuant\nto this Section 9.01 will remain operative and in full force and effect\nregardless of any investigation made by or on behalf of any party hereto, any\nperson controlling any such party or any of their respective officers,\ndirectors, representatives or agents, whether prior to or after the execution of\nthis Agreement.\n\n            SECTION 9.02 Effect of Termination\n\n            Except as provided in Section 9.05, in the event of termination of\nthis Agreement pursuant to Section 9.01, this Agreement shall forthwith become\nvoid, there shall be no liability under this Agreement on the part of any party\nhereto or any of its Affiliates or any of its or their officers or directors,\nand all rights and obligations of each party hereto shall cease; provided,\nhowever, that nothing herein shall relieve any party hereto from liability for\nthe breach of any provisions of this Agreement prior to its termination; and\nprovided, further, that the provisions of Section 6.03 (Confidentiality), this\nSection 9.02, Section 9.05 (Expenses) and Article XI shall remain in full force\nand effect and survive any termination of this Agreement.\n\n            SECTION 9.03 Amendment\n\n            This Agreement may be amended by the parties hereto by action taken\nby or on behalf of their respective boards of directors at any time prior to the\nEffective Time. This Agreement may not be amended except by an instrument in\nwriting signed by the parties hereto.\n\n            SECTION 9.04 Waiver\n\n            At any time prior to the Effective Time, any party hereto may (a)\nextend the time for or waive compliance with the performance of any obligation\nor other act of any other party hereto, (b) waive any inaccuracy in the\nrepresentations and warranties contained herein or in any\n   50\n                                       46\n\n\ndocument delivered pursuant hereto and (c) waive compliance by the other party\nwith any of the agreements or conditions contained herein. Any such extension or\nwaiver shall be valid if set forth in an instrument in writing signed by the\nparty or parties to be bound thereby.\n\n            SECTION 9.05 Expenses\n\n            All Expenses incurred in connection with this Agreement and the\nMerger shall be paid by the party incurring such Expenses, whether or not the\nMerger is consummated; provided, however, that all Expenses incurred on behalf\nof the Shareholders and the Company shall be paid by the Shareholders if the\nMerger is consummated.\n\n                                   ARTICLE X\n                           INDEMNIFICATION AND ESCROW\n\n            SECTION 10.01 Indemnification\n\n            (a) Subject to the limitations set forth in this Article X, the\nShareholders will, jointly and severally, indemnify and hold harmless Parent,\nMerger Sub and the Surviving Corporation and each of their respective officers,\ndirectors, advisors, Affiliates, agents, employees, and each person, if any, who\ncontrols or may control Parent within the meaning of the Securities Act\n(hereinafter referred to individually as an \"INDEMNIFIED Person\" and\ncollectively as \"INDEMNIFIED PERSONS\") from and against any and all losses,\ndamages, judgments, settlements, claims, liabilities, costs and expenses ,\nincluding, without limitation, Legal Expenses (as defined below) (collectively,\n\"DAMAGES\") arising out of, based upon or resulting from any misrepresentation or\nbreach of or default in connection with any representations, warranties,\ncovenants and agreements given by or made by any of the Shareholders or the\nCompany in this Agreement, the Company Disclosure Schedules or any Annex to this\nAgreement or certificate delivered pursuant to this Agreement. \"LEGAL EXPENSES\"\nof an Indemnified Person shall mean any and all reasonable out-of-pocket fees,\ncosts and expenses of any kind incurred by such Indemnified Person and its\ncounsel in investigating, preparing for, defending against or providing\nevidence, producing documents or taking other action with respect to any\nthreatened or asserted claim of a third party or Governmental Entity.\n\n            (b) Nothing in this Agreement shall limit the liability of the\nShareholders for any willful breach of any representation, warranty or covenant.\n\n            SECTION 10.02 Damage Limitations\n\n            (a) Notwithstanding the foregoing, an Indemnified Person may not\nmake a claim for Damages until the aggregate amount of claims by Indemnified\nPersons exceeds $25,000; provided, however, that once the aggregate amount of\nDamages of Indemnified Persons exceed such threshold amount, then the\nIndemnified Persons shall have the right to recover the full amounts due without\nregard to the threshold. In determining the amount of any Damage attributable to\na breach, any materiality standard contained in a representation, warranty or\ncovenant of the Shareholders or the Company shall be disregarded.\n   51\n                                       47\n\n\n            (b) Except with respect to any claim based on an inaccuracy of a\nrepresentation or the breach of a warranty which is known by the Shareholders to\nbe false at the time such representation or warranty is made, or claims for\nbreaches of representations or warranties contained in Section 4.03,\n(Capitalization) Section 4.15 (Taxes) or Section 7.03 (Shareholder Investment\nRepresentations) for which there shall be no limit, in no event shall the\naggregate liability of the Shareholders with respect to all claims of\nindemnification exceed the aggregate amount of $18,000,000.\n\n            SECTION 10.03 Procedures\n\n            (a) Promptly after receipt by any Indemnified Person of notice of\nthe commencement of any action in respect of which the Indemnified Person will\nseek indemnification hereunder, the Indemnified Person shall notify the\nShareholders (the \"INDEMNIFYING PARTY\") thereof in writing, but any failure to\nso notify an Indemnifying Party shall not relieve it from any liability that it\nmay have to the Indemnified Person except to the extent the Indemnifying Party\nshall be materially prejudiced by such failure. The Indemnifying Party shall be\nentitled to participate in the defense of such action and to assume control of\nsuch defense with counsel reasonably acceptable to the Indemnified Person;\nprovided, however, that:\n\n            (i) the Indemnified Person shall be entitled to participate in the\n      defense of such claim and to employ counsel to assist in the handling of\n      such claim;\n\n            (ii) the Indemnifying Party shall obtain the prior written approval\n      of the Indemnified Person before entering into any settlement of such\n      claim or ceasing to defend against such claim, if, pursuant to or as a\n      result of such settlement or cessation, injunctive or other equitable\n      relief would be imposed against the Indemnified Person or would otherwise\n      restrict the future activity or conduct of the Indemnified Person; and\n\n            (iii) the Indemnifying Party shall not consent to the entry of any\n      judgment or enter into any settlement that does not include as an\n      unconditional term thereof the giving by the claimant or plaintiff to each\n      Indemnified Person of a release from all liability in respect of such\n      claim.\n\n            (b) After written notice by the Indemnifying Party to the\nIndemnified Person of its election to assume control of the defense of any such\naction, the Indemnifying Party shall not, except as otherwise provided, be\nliable to such Indemnified Person hereunder for any Legal Expenses subsequently\nincurred by such Indemnified Person in connection with the defense thereof. If\nthe Indemnifying Party does not assume control of the defense of such claims by\npromptly notifying the Indemnified Person of such assumption, the Indemnified\nPerson shall have the right to defend such claim in such manner as it may deem\nappropriate at the cost and expense of the Indemnifying Party, and the\nIndemnifying Party will promptly reimburse the Indemnified Person therefor in\naccordance with the terms hereof. The reimbursement of fees, costs and expenses\nrequired by this Section 10.03 shall be made by periodic payments during the\ncourse of the investigation or defense, as and when bills are received or\nexpenses incurred.\n   52\n                                       48\n\n\n            SECTION 10.04 Escrow Fund; Non-Exclusive Remedy\n\n            In accordance with Section 3.02 hereof, Parent shall deliver to the\nEscrow Agent 64,250 Merger Shares (the \"ESCROW FUND\"). The Escrow Fund shall be\nheld by the Escrow Agent under the Escrow Agreement pursuant to the terms set\nforth herein. The Escrow Fund shall be available to compensate Parent and the\nother Indemnified Persons pursuant to the indemnification obligations of the\nShareholders; provided, however, that the parties expressly agree that the\nEscrow Fund is not intended to limit the remedies or recovery of such parties in\nconnection with any breach of any representation, warranty, covenant or\nagreement made by the Company or the Shareholders under this Agreement, and\nrecovery under the Escrow Fund shall neither be the sole nor exclusive remedy\nhereunder.\n\n            SECTION 10.05 Escrow Period\n\n            Parent shall release to the Shareholders on a pro rata basis fifty\npercent (50%) of any shares remaining in the Escrow Fund on the first\nanniversary of the Effective Time and the remaining fifty percent (50%) of the\nshares in the Escrow Fund on the date occurring eighteen (18) months after the\nEffective Time (the \"ESCROW PERIOD\"); provided, however, that a portion of the\nEscrow Fund that is necessary to satisfy any unsatisfied claims on the Escrow\nFund prior to termination of the Escrow Period with respect to facts and\ncircumstances existing prior to expiration of the Escrow Period, shall remain in\nthe Escrow Fund until such claims have been resolved.\n\n            SECTION 10.06 Claims upon Escrow Fund\n\n            Upon delivery to the Shareholders on or before the last day of the\nEscrow Period of a certificate signed by any officer of Parent (an \"OFFICER'S\nCERTIFICATE\"):\n\n                        (i)  stating that Damages exist in an aggregate\n            amount greater than $25,000; and\n\n                        (ii) specifying in reasonable detail the individual\n            items of such Damages included in the amount so stated, the date\n            each such item was paid, or properly accrued or arose, and the\n            nature of the misrepresentation or breach of representation,\n            warranty, covenant or agreement made by the Company or the\n            Shareholders under this Agreement,\n\nThe Escrow Agent shall, subject to the provisions of Sections 10.07 and 10.08\nhereof, remove for the benefit of Parent, or the benefit of the other\nIndemnified Persons out of the Escrow Fund, funds having a value equal to such\nDamages in accordance with the Escrow Agreement.\n\n            SECTION 10.07 Objections to Claims\n\n            At the time of delivery of any Officer's Certificate to the\nShareholders and for a period of thirty (30) days after delivery to the\nShareholders of such Officer's Certificate, Parent shall not remove any cash\nfrom the Escrow Fund unless it shall have received written\n   53\n                                       49\n\n\nauthorization from the Shareholders to make such delivery. After the expiration\nof such thirty (30) day period, Parent shall remove the appropriate number of\nshares of Parent Common Stock from the Escrow Fund in accordance with Section\n10.06 hereof, provided that no such delivery may be made if the Shareholders\nshall object in a written statement to the claim made in the Officer's\nCertificate, and such statement shall have been delivered to Parent prior to the\nexpiration of such thirty (30) day period.\n\n            SECTION 10.08 Resolution of Conflicts; Arbitration\n\n            (a) In case the Shareholders shall so object in writing to any claim\nor claims by Parent made in any Officer's Certificate, Parent shall have thirty\n(30) days after receipt of an objection by the Shareholders to respond in a\nwritten statement to the objection of the Shareholders. If after such thirty\n(30) day period there remains a dispute as to any claims, the Shareholders and\nParent shall attempt in good faith for forty-five (45) days to agree upon the\nrights of the respective parties with respect to each of such claims. If the\nShareholders and Parent should so agree, a memorandum setting forth such\nagreement shall be prepared and signed by both parties.\n\n            (b) If no such agreement can be reached after good faith\nnegotiation, either Parent or the Shareholders may, by written notice to the\nother, demand arbitration of the matter unless the amount of the damage or loss\nis at issue in pending litigation with a third party, in which event arbitration\nshall not be commenced until such amount is ascertained or both parties agree to\narbitration; and in either such event the matter shall be settled by arbitration\nconducted by three arbitrators. Within fifteen (15) days after such written\nnotice is sent, Parent and the Shareholders shall each select one arbitrator,\nand the two arbitrators so selected shall select a third arbitrator. The\ndecision of the arbitrators as to the validity and amount of any claim in such\nOfficer's Certificate shall be binding and conclusive upon the parties to this\nAgreement.\n\n            (c) Judgment upon any award rendered by the arbitrators may be\nentered in any court having jurisdiction. Any such arbitration shall be held in\nthe State of New York under the commercial rules then in effect of the American\nArbitration Association. For purposes of this Section 10.08, in any arbitration\nhereunder in which any claim or the amount thereof stated in the Officer's\nCertificate is at issue, Parent shall be deemed to be the \"Non-Prevailing Party\"\nunless the arbitrators award Parent at least one-half (1\/2) of the amount in\ndispute, plus any amounts not in dispute; otherwise, the Shareholders shall be\ndeemed to be the Non-Prevailing Party. The Non-Prevailing Party to an\narbitration shall pay its own expenses, the fees of each arbitrator, the\nadministrative fee of the American Arbitration Association, and the expenses,\nincluding without limitation, attorneys' fees and costs, reasonably incurred by\nthe other party to the arbitration.\n   54\n                                       50\n\n\n                                   ARTICLE XI\n\n                               GENERAL PROVISIONS\n\n            SECTION 11.01 Duration of Survival of Representations and Warranties\n\n            The representations and warranties set forth in Articles IV and V,\nother than Sections 4.09 (Employee Benefit Plans), 4.13 (Environmental Matters),\n4.15 (Taxes) and 4.25 (Employee Matters) which shall survive until the\nexpiration of the applicable statute of limitations, will survive until the\nsecond anniversary of the Closing. This Section 11.01 shall not limit any\ncovenant or agreement of the parties hereto that by its terms contemplates\nperformance after the Effective Time.\n\n            SECTION 11.02 Notices\n\n            All notices, requests, claims, demands and other communications\nhereunder shall be in writing and shall be given (and shall be deemed to have\nbeen duly given upon receipt) by delivery in person, by telecopy or facsimile,\nby registered or certified mail (postage prepaid, return receipt requested) or\nby a nationally recognized courier service to the respective parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nin a notice given in accordance with this Section 11.02):\n\n(a)   if to the Company or the Shareholders:\n\n\n                  Internet Research Group\n                  399 Main Street\n                  Los Altos, California 94022\n                  Telecopier:  (650) 949-3480\n\n\n                  with a copy to:\n\n                  John D. Arnold, Esq.\n                  104 Highland Terrace\n                  Woodside, California  94062\n                  Telecopier:  (650) 851-7374\n\n\n                  if to Parent or Merger Sub:\n\n                  Jupiter Communications, Inc.\n                  627 Broadway\n                  New York, New York  10012\n                  Attention:  Jack Foreman\n                  Telecopier:  (212) 260-6848\n   55\n                                       51\n\n\n                  with a copy to:\n\n                  Brobeck, Phleger &amp; Harrison LLP\n                  1633 Broadway, 47th Floor\n                  New York, New York  10019\n                  Attention:  Eric Simonson, Esq.\n                  Telecopier:  (212) 586-7878\n\n\n            SECTION 11.03 Severability\n\n            If any term or other provision of this Agreement is invalid, illegal\nor incapable of being enforced by any rule of Law or public policy, all other\nconditions and provisions of this Agreement shall nevertheless remain in full\nforce and effect so long as the economic or legal substance of the Merger is not\naffected in any manner materially adverse to any party. Upon such determination\nthat any term or other provision is invalid, illegal or incapable of being\nenforced, the parties hereto shall negotiate in good faith to modify this\nAgreement so as to effect the original intent of the parties as closely as\npossible in a mutually acceptable manner to the fullest extent permitted by\napplicable Law in order that the Merger may be consummated as originally\ncontemplated to the fullest extent possible.\n\n            SECTION 11.04 Assignment; Binding Effect; Benefit\n\n            Neither this Agreement nor any of the rights, interests or\nobligations hereunder shall be assigned by any of the parties hereto (whether by\noperation of Law or otherwise) without the prior written consent of the other\nparties hereto. Subject to the preceding sentence, this Agreement shall be\nbinding upon and shall inure to the benefit of the parties hereto and their\nrespective successors and permitted assigns. Notwithstanding anything contained\nin this Agreement to the contrary, other than Article X, nothing in this\nAgreement, expressed or implied, is intended to confer on any person other than\nthe parties hereto or their respective successors and permitted assigns any\nrights or remedies under or by reason of this Agreement.\n\n            SECTION 11.05 Incorporation of Exhibits\n\n            The Company Disclosure Schedule and all Annexes attached hereto and\nreferred to herein are hereby incorporated herein and made a part of this\nAgreement for all purposes as if fully set forth herein.\n\n            SECTION 11.06 Governing Law\n\n            This agreement shall be governed by, and construed and enforced in\naccordance with, the laws of the State of New York other than conflict of laws\nprinciples thereof directing the application of any law other than that of New\nYork. Courts within the State of New York will have jurisdiction over all\ndisputes between the parties hereto arising out of or relating to this agreement\nand the agreements, instruments and documents contemplated hereby. The parties\n   56\n                                       52\n\n\nhereby consent to and agree to submit to the jurisdiction of such courts. Each\nof the parties hereto waives, and agrees not to assert in any such dispute, to\nthe fullest extent permitted by applicable law, any claim that (i) such party is\nnot personally subject to the jurisdiction of such courts, (ii) such party and\nsuch party's property is immune from any legal process issued by such courts or\n(iii) any litigation commenced in such courts is brought in an inconvenient\nforum.\n\n            SECTION 11.07 Waiver of Jury Trial\n\n            Each party hereto hereby irrevocably waives all right to trial by\njury in any proceeding (whether based on contract, tort or otherwise) arising\nout of or relating to this agreement or any transaction or agreement\ncontemplated hereby or the actions of any party hereto in the negotiation,\nadministration, performance or enforcement hereof.\n\n            SECTION 11.08 Headings; Interpretation\n\n            The descriptive headings contained in this Agreement are included\nfor convenience of reference only and shall not affect in any way the meaning or\ninterpretation of this Agreement. The parties have participated jointly in the\nnegotiation and drafting of this Agreement. In the event an ambiguity or\nquestion of intent or interpretation arises, this Agreement shall be construed\nas if drafted jointly by the parties, and no presumption or burden of proof\nshall arise favoring or disfavoring any party by virtue of the authorship of any\nprovisions of this Agreement.\n\n            SECTION 11.09 Counterparts\n\n            This Agreement may be executed and delivered (including by facsimile\ntransmission) in one or more counterparts, and by the different parties hereto\nin separate counterparts, each of which when executed and delivered shall be\ndeemed to be an original but all of which taken together shall constitute one\nand the same agreement.\n\n            SECTION 11.10 Entire Agreement\n\n            This Agreement (including the Annexes and the Company Disclosure\nSchedule) and the Confidentiality Agreement constitute the entire agreement\namong the parties with respect to the subject matter hereof and supersede all\nprior agreements and understandings among the parties with respect thereto. No\naddition to or modification of any provision of this Agreement shall be binding\nupon any party hereto unless made in writing and signed by all parties hereto.\n   57\n                                       53\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed as of the date first written above by their respective officers\nthereunto duly authorized.\n\n                                    JUPITER COMMUNICATIONS, INC.\n\n\n                                    By: \/s\/ Jean Robinson\n                                        ----------------------------------\n                                    Name:   Jean Robinson\n                                    Title:  Chief Financial Officer\n\n\n                                    IRG ACQUISITION CORP.\n\n\n                                    By: \/s\/ Jack A. Foreman\n                                        ----------------------------------\n                                    Name:   Jack A. Foreman\n                                    Title:  Director\n\n\n                                    INTERNET RESEARCH GROUP\n\n\n\n                                    By:\n                                        ----------------------------------\n                                    Name:\n                                    Title:\n   58\n                                       53\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed as of the date first written above by their respective officers\nthereunto duly authorized.\n\n                                    JUPITER COMMUNICATIONS, INC.\n\n\n                                    By: \/s\/ Kurt Abrahamson\n                                        ----------------------------------\n                                    Name:   Kurt Abrahamson\n                                    Title:  President and COO\n\n\n                                    IRG ACQUISITION CORP.\n\n\n                                    By: \/s\/ Jack A. Foreman\n                                        ----------------------------------\n                                    Name:   Jack A. Foreman\n                                    Title:  Vice President &amp; Treasurer\n\n\n                                    INTERNET RESEARCH GROUP\n\n\n\n                                    By:\n                                        ----------------------------------\n                                    Name:\n                                    Title:\n   59\n                                       53\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed as of the date first written above by their respective officers\nthereunto duly authorized.\n\n                                    JUPITER COMMUNICATIONS, INC.\n\n\n                                    By:\n                                        ----------------------------------\n                                    Name:\n                                    Title:\n\n\n                                    IRG ACQUISITION CORP.\n\n\n                                    By:\n                                        ----------------------------------\n                                    Name:\n                                    Title:\n\n\n                                    INTERNET RESEARCH GROUP\n\n\n\n                                    By: \/s\/ John James Katsaros\n                                        ----------------------------------\n                                    Name:   John James Katsaros\n                                    Title:  President\n   60\n                                       54\n\n\n                                    SHAREHOLDERS:\n\n\n                                            \/s\/ Larry Gordon\n                                    -----------------------------------------\n                                                Larry Gordon\n\n\n\n                                            \/s\/ John Katsaros\n                                    -----------------------------------------\n                                                John Katsaros\n\n\n                                    CHRISTOPHER M. KATSAROS TRUST\n\n\n\n                                    By: \/s\/  John Katsaros\n                                        ----------------------------------\n                                             John Katsaros, Trustee\n\n\n                                    MATTHEW J. KATSAROS TRUST\n\n\n\n                                    By: \/s\/  John Katsaros\n                                        ----------------------------------\n                                              John Katsaros, Trustee\n\n\n                                    THE KAPLOW 1998 REVOCABLE TRUST UNDER\n                                    TRUST AGREEMENT DATED OCTOBER 9, 1998\n\n\n\n                                    By: \/s\/  David Kaplow\n                                        ----------------------------------\n                                              David Kaplow, Trustee\n\n\n                                    THE CHRISTY\/MASON FAMILY TRUST\n\n\n                                          \/s\/ Peter Christy\n                                    -----------------------------------------\n                                              Peter Christy, Trustee\n\n<\/caption><\/caption><\/caption><\/caption><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7952],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9622,9626],"class_list":["post-43020","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jupiter-communications-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43020","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43020"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43020"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43020"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43020"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}