{"id":43100,"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-online-anywhere.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-online-anywhere","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-online-anywhere.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Online Anywhere"},"content":{"rendered":"<pre>\n\n                            AGREEMENT AND PLAN OF MERGER\n\n                              DATED AS OF MAY 25, 1999\n\n                                       AMONG\n\n                                    YAHOO! INC.,\n\n                          AIRBORNE ACQUISITION CORPORATION\n\n                                        AND\n\n                                  ONLINE ANYWHERE\n\n\n\nEXHIBITS\n\nEXHIBIT A  -  VOTING AGREEMENT\nEXHIBIT B  -  NONCOMPETITION AGREEMENT\nEXHIBIT C  -  SHAREHOLDERS AGREEMENT\nEXHIBIT D  -  INVESTMENT AGREEMENT\nEXHIBIT E  -  ESCROW AGREEMENT\nEXHIBIT F  -  SUBJECT MATTER OF OPINION OF COUNSEL TO TARGET\nEXHIBIT G  -  SUBJECT MATTER OF OPINION OF COUNSEL TO ACQUIROR\n\n\n                                         -iv-\n\n\n\n                             AGREEMENT AND PLAN OF MERGER\n\n     THIS AGREEMENT AND PLAN OF MERGER dated as of May 25, 1999 (this\n\"AGREEMENT\"), is entered into by and among Yahoo! Inc., a Delaware corporation\n(\"ACQUIROR\"), Airborne Acquisition Corporation, a Delaware corporation and a\nwholly-owned subsidiary of Acquiror (\"SUB\"), and Online Anywhere, a California\ncorporation (\"TARGET\").\n\n                                       RECITALS\n\n     A.   The Boards of Directors of Acquiror, Sub and Target deem it advisable\nand in the best interests of each corporation and their respective shareholders\nthat Acquiror and Target combine in order to advance the long-term business\ninterests of Acquiror and Target;\n\n     B.   The combination of Acquiror and Target shall be effected by the terms\nof this Agreement through a transaction in which Sub will merge with and into\nTarget, Target will become a wholly-owned subsidiary of Acquiror and the\nshareholders of Target will become shareholders of Acquiror (the \"MERGER\");\n\n     C.   For Federal income tax purposes, it is intended that the Merger shall\nqualify as a reorganization within the meaning of Section 368(a) of the Internal\nRevenue Code of 1986, as amended (the \"CODE\");\n\n     D.   For accounting purposes, it is intended that the Merger shall be\naccounted for as a pooling of interests transaction;\n\n     E.   As a condition and inducement to Acquiror's willingness to enter into\nthis Agreement, certain Target shareholders holding no less than 90% of the\nissued and outstanding Preferred Stock and no less than 90% of the issued and\noutstanding Common Stock of Target, have, concurrently with the execution of\nthis Agreement, executed and delivered Voting Agreements in the form attached\nhereto as EXHIBIT A (the \"VOTING AGREEMENTS\"), pursuant to which such\nshareholders have, among other things, agreed to vote their shares of Target\ncapital stock in favor of the Merger and to grant Acquiror irrevocable proxies\nto vote such shares;\n\n     F.   As a further condition and inducement to Acquiror's willingness to\nenter into this Agreement, certain employees of Target who are also shareholders\nof Target have, concurrently with the execution of this Agreement executed and\ndelivered Noncompetition Agreements in the form attached hereto as EXHIBIT B\n(the \"NONCOMPETITION AGREEMENTS\"), which agreements shall only become effective\nat the Effective Time (as defined in Section 1.1 below).\n\n     G.   As a further condition and inducement to Acquiror's willingness to\nenter into this Agreement, certain shareholders of Target have executed and\ndelivered to Acquiror Shareholders Agreements in the form attached hereto as\nEXHIBIT C (the \"SHAREHOLDERS AGREEMENTS\").\n\n\n                                         -1-\n\n\n     NOW, THEREFORE, in consideration of the foregoing and the respective\nrepresentations, warranties, covenants and agreements set forth below, the\nparties agree as follows:\n\n                                      ARTICLE I\n\n                                      THE MERGER\n\n     Section 1.1    EFFECTIVE TIME OF THE MERGER.\n\n             (a)    Subject to the provisions of this Agreement, an agreement of\nmerger (the \"AGREEMENT OF MERGER\") in such mutually acceptable form as is\nrequired by the relevant provisions of the California General Corporation Law\n(\"CALIFORNIA LAW\") shall be duly executed and delivered by the parties hereto\nand thereafter delivered to the Secretary of State of the State of California\nfor filing on the Closing Date (as defined in Section 1.2).\n\n             (b)    Subject to the provisions of this Agreement, a certificate\nof merger (the \"CERTIFICATE OF MERGER\") in such mutually acceptable form as is\nrequired by the relevant provisions of the Delaware General Corporation Law\n(\"DELAWARE LAW\") shall be duly executed and delivered by the parties hereto and\nthereafter delivered to the Secretary of State of the State of Delaware for\nfiling on the Closing Date (as defined in Section 1.2).\n\n             (c)    The Merger shall become effective upon the later of the due\nand valid filing of the Agreement of Merger with the Secretary of State of the\nState of California and the due and valid filing of the Certificate of Merger\nwith the Secretary of State of the State of Delaware or at such time thereafter\nas is provided in the Agreement or Certificate of Merger (the \"EFFECTIVE TIME\").\n\n     Section 1.2    CLOSING.  The closing of the Merger (the \"CLOSING\") will\ntake place at 10:00 a.m., California time, on a date to be specified by Acquiror\nand Target, which shall be no later than the second business day after\nsatisfaction or waiver of the latest to occur of the conditions set forth in\nArticle VIII (other than the delivery of the officers' certificates referred to\ntherein) (the \"CLOSING DATE\"), at the offices of Venture Law Group, A\nProfessional Corporation, 2775 Sand Hill Road, Menlo Park, California unless\nanother date, time or place is agreed to in writing by Acquiror and Target.\n\n     Section 1.3    EFFECTS OF THE MERGER.\n\n                    (a)   At the Effective Time (i) the separate existence of\nSub shall cease and Sub shall be merged with and into Target (Sub and Target are\nsometimes referred to herein as the \"CONSTITUENT CORPORATIONS\" and Target\nfollowing consummation of the Merger is sometimes referred to herein as the\n\"SURVIVING CORPORATION\"), (ii) the Certificate of Incorporation of Sub shall be\nthe Certificate of Incorporation of the Surviving Corporation and (iii) the\nBylaws of Sub as in effect immediately prior to the Effective Time shall be the\nBylaws of the Surviving Corporation.\n\n\n                                         -2-\n\n\n                    (b)   At the Effective Time, the effect of the Merger shall\nbe as provided in the applicable provisions of California and Delaware Law.\nWithout limiting the generality of the foregoing, at and after the Effective\nTime, the Surviving Corporation shall possess all the rights, privileges, powers\nand franchises, and be subject to all the restrictions, disabilities and duties\nof each of the Constituent Corporations.\n\n     Section 1.4    DIRECTORS AND OFFICERS.  The directors of Sub immediately\nprior to the Effective Time shall be the initial directors of the Surviving\nCorporation, each to hold office in accordance with the Certificate of\nIncorporation and Bylaws of the Surviving Corporation, and the officers of Sub\nimmediately prior to the Effective Time shall be the initial officers of the\nSurviving Corporation, in each case until their respective successors are duly\nelected or appointed and qualified.\n\n                                      ARTICLE II\n\n                               CONVERSION OF SECURITIES\n\n     Section 2.1    CONVERSION OF CAPITAL STOCK.  At the Effective Time, by\nvirtue of the Merger and without any action on the part of the holder of any\nshares of Series A Preferred Stock, $0.001 par value and Series B Preferred\nStock, $0.001 par value, of Target (the \"TARGET PREFERRED STOCK\"), or shares of\nCommon Stock, $0.001 par value, of Target (\"TARGET COMMON STOCK\"), or capital\nstock of Sub:\n\n             (a)    CAPITAL STOCK OF SUB.  Each issued and outstanding share of\nthe capital stock of Sub shall be converted into and become one fully paid and\nnonassessable share of Common Stock, $0.001 par value, of the Surviving\nCorporation.\n\n             (b)    EXCHANGE RATIO.\n\n                    (i)   Subject to Sections 2.2 and 2.4, each issued and\noutstanding share of Target Common Stock and Target Preferred Stock (other than\nany Dissenting Shares as defined in and to the extent provided in Section 2.3)\nshall, by virtue of the Merger and without any action on the part of the holder\nthereof, be converted into the right to receive a fraction of a fully paid and\nnonassessable share of Acquiror Common Stock (as defined in Section 4.2) equal\nto the \"COMMON EXCHANGE RATIO\" or the \"PREFERRED EXCHANGE RATIO\", as the case\nmay be, as defined in and determined in accordance with the provisions of this\nSection 2.1(b).  All such shares of Target Common Stock and Target Preferred\nStock, when so converted, shall no longer be outstanding and shall automatically\nbe canceled and retired and shall cease to exist, and each holder of a\ncertificate representing any such shares shall cease to have any rights with\nrespect thereto, except the right to receive the shares of Acquiror Common Stock\nand any cash in lieu of fractional shares of Acquiror Common Stock to be issued\nor paid in consideration therefor upon the surrender of such certificate in\naccordance with Section 2.4, without interest.\n\n                    (ii)  The \"TOTAL CONSIDERATION SHARES\" shall be equal to\n540,168 shares of Acquiror Common Stock.  The \"PREFERRED EXCHANGE RATIO\" shall\nbe equal to (i) the number of the Total Consideration Shares required to be\ndistributed to the holders of Target\n\n\n                                         -3-\n\n\nPreferred Stock, pursuant to Target's Articles of Incorporation, divided by\n(ii) the number of shares of Target Preferred Stock outstanding as of the\nEffective Time.  The \"COMMON EXCHANGE RATIO\" shall be equal to (i) the number of\nthe Total Consideration Shares required to be distributed to the holders of\nTarget Common Stock (assuming prior exercise for cash of all Target Options (as\ndefined in Section 2.1(c)), pursuant to Target's Articles of Incorporation,\ndivided by (ii) the number of shares of Target Common Stock outstanding or\nsubject to issuance upon exercise of Target Options as of the Effective Time\nless any unvested options held by deceased optionees as indicated on Schedule\n2.1(b)(ii).  The Preferred Exchange Ratio and the Common Exchange Ratio are\nreferred to collectively as the \"EXCHANGE RATIOS.\"  In no event will the total\nnumber of shares of Acquiror Common Stock issuable by Acquiror pursuant to the\nMerger (including shares of Acquiror Common Stock issuable upon exercise of\nTarget Options assumed by Acquiror in the Merger) exceed the Total Consideration\nShares.  The allocation of the Total Consideration Shares among each holder of\nTarget capital stock and options is set forth in Schedule 2.1(b)(ii) hereto,\nwhich assumes conversion of all Target Preferred Stock into Target Common Stock.\n\n                    (iii) If, on or after the date of this Agreement and prior\nto the Effective Time, the outstanding shares of Acquiror Common Stock, Target\nCommon Stock or Target Preferred Stock shall have been changed into a different\nnumber of shares or a different class by reason of any reclassification,\nsplit-up, stock dividend or stock combination, then the Exchange Ratios shall be\ncorrespondingly adjusted.  The Exchange Ratios shall not change as a result of\nfluctuations in the market price of Acquiror Common Stock between the date of\nthis Agreement and the Effective Time.\n\n             (c)    TARGET STOCK OPTIONS.  At the Effective Time, all then\noutstanding options, whether vested or unvested (\"TARGET OPTIONS\") to purchase\nTarget Common Stock issued under Target's 1997 Stock Plan (the \"TARGET OPTION\nPLAN\") that by their terms survive the Closing will be assumed by Acquiror in\naccordance with Section 6.5.\n\n             (d)    RESTRICTED SHARES.  Any shares of Target Common Stock which\nare subject to repurchase by Target in the event the holder thereof ceases to be\nemployed by Target (\"TARGET RESTRICTED SHARES\") shall be converted into Acquiror\nCommon Stock on the same basis as provided in subsection (b) above and shall be\nregistered in such holder's name, but shall be held subject to the rights of the\nSurviving Corporation under the existing agreements in effect on the Closing\nDate.  Holders of the Target Restricted Shares are identified in Section 2.1(d)\nof the Target Disclosure Schedule (as defined in Article III below) together\nwith the vesting schedules associated with such shares.\n\n     Section 2.2    ESCROW AGREEMENT.  At the Effective Time or such later time\nas determined in accordance with Section 2.3(b), Acquiror will, on behalf of the\nholders of Target Common Stock and Target Preferred Stock, deposit in escrow\ncertificates representing 10% of the shares issued to the Former Target\nShareholders (as defined below).  Such shares shall be held in escrow on behalf\nof the persons who are the holders of Target Common Stock or Target Preferred\nStock in the Merger immediately prior to the Effective Time (the \"FORMER TARGET\nSHAREHOLDERS\"), in accordance with the portion of Total Consideration Shares\nallocable to each\n\n\n                                         -4-\n\n\nsuch Former Target Shareholder based upon the Exchange Ratios (\"PRO RATA\nPORTION\").  Such shares (collectively, the \"ESCROW SHARES\") shall be held and\napplied pursuant to the provisions of an escrow agreement (the \"ESCROW\nAGREEMENT\") to be executed pursuant to Section 7.6.\n\n     Section 2.3    DISSENTING SHARES.\n\n             (a)    Notwithstanding any provision of this Agreement to the\ncontrary, any shares of Target Common Stock or Target Preferred Stock held by a\nholder who has exercised such holder's dissenters' rights in accordance with\nChapter 13 of California Law, and who, as of the Effective Time, has not\neffectively withdrawn or lost such dissenters' rights (\"DISSENTING SHARES\"),\nshall not be converted into or represent a right to receive Acquiror Common\nStock, if applicable, pursuant to Section 2.1, but the holder of the Dissenting\nShares shall only be entitled to such rights as are granted by Chapter 13 of\nCalifornia Law.\n\n             (b)    Notwithstanding the provisions of Section 2.3(a), if any\nholder of shares of Target Common Stock or Target Preferred Stock who demands\nhis dissenters' rights with respect to such shares shall effectively withdraw or\nlose (through failure to perfect or otherwise) his rights to receive payment for\nthe fair market value of such shares under California Law, then, as of the later\nof the Effective Time or the occurrence of such event, such holder's shares\nshall automatically be converted into and represent, as applicable, only the\nright to receive Acquiror Common Stock and payment for fractional shares as\nprovided in Section 2.1(b), without interest, upon surrender of the certificate\nor certificates representing such shares; PROVIDED that if such holder\neffectively withdraws or loses his right to receive payment for the fair market\nvalue of such shares after the Effective Time, then, at such time Acquiror will\ndeposit in escrow certificates representing such holder's Pro Rata Portion of\nthe Escrow Shares.\n\n             (c)    Target shall give Acquiror (i) prompt notice of any written\ndemands for payment with respect to any shares of capital stock of Target\npursuant to Chapter 13 of California Law, withdrawals of such demands, and any\nother instruments served pursuant to California Law and received by the Target,\nand (ii) the opportunity to participate in all negotiations and proceedings with\nrespect to demands for dissenters' rights under California Law.  Target shall\nnot, except with the prior written consent of Acquiror, voluntarily make any\npayment with respect to any demands for dissenters' rights with respect to\nTarget Common Stock or Target Preferred Stock or offer to settle or settle any\nsuch demands.\n\n     Section 2.4    EXCHANGE OF CERTIFICATES.\n\n             (a)    From and after the Effective Time, each holder of an\noutstanding certificate or certificates (\"CERTIFICATES\") which represented\nshares of Target Common Stock or Target Preferred Stock immediately prior to the\nEffective Time shall have the right to surrender each Certificate to Acquiror\n(or at Acquiror's option, an exchange agent to be appointed by Acquiror), and\nreceive promptly in exchange for all Certificates held by such holder a\ncertificate representing the number of whole shares of Acquiror Common Stock\n(other than the Escrow Shares) into which the Target Common Stock or Target\nPreferred Stock evidenced by the Certificates so surrendered shall have been\nconverted pursuant to the provisions of Article II of this Agreement.  The\nsurrender of Certificates shall be accompanied by duly completed and\n\n\n                                         -5-\n\n\nexecuted Letters of Transmittal in such form as may be reasonably specified by\nAcquiror.  Until surrendered, each outstanding Certificate which prior to the\nEffective Time represented shares of Target Common Stock or Target Preferred\nStock shall be deemed for all corporate purposes to evidence ownership of the\nnumber of whole shares of Acquiror Common Stock into which the shares of Target\nCommon Stock or Target Preferred Stock have been converted but shall, subject to\napplicable appraisal rights under California Law and Section 2.3, have no other\nrights.  From and after the Effective Time, there shall be no further\nregistration of transfers on the records of Target of shares of Target Common\nStock and Target Preferred Stock outstanding immediately prior to the Effective\nTime.\n\n             (b)    If any shares of Acquiror Common Stock are to be issued in\nthe name of a person other than the person in whose name the Certificate(s)\nsurrendered in exchange therefor is registered, it shall be a condition to the\nissuance of such shares that (i) the Certificate(s) so surrendered shall be\ntransferable, and shall be properly assigned, endorsed or accompanied by\nappropriate stock powers, (ii) such transfer shall otherwise be proper and\n(iii) the person requesting such transfer shall pay Acquiror, or its exchange\nagent, any transfer or other taxes payable by reason of the foregoing or\nestablish to the satisfaction of Acquiror that such taxes have been paid or are\nnot required to be paid.  Notwithstanding the foregoing, neither Acquiror nor\nTarget shall be liable to a holder of shares of Target Common Stock or Target\nPreferred Stock for shares of Acquiror Common Stock issuable to such holder\npursuant to the provisions of Article II of this Agreement that are delivered to\na public official pursuant to applicable abandoned property, escheat or similar\nlaws.\n\n             (c)    In the event any Certificate shall have been lost, stolen or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nsuch Certificate to be lost, stolen or destroyed, Acquiror shall issue in\nexchange for such lost, stolen or destroyed Certificate the shares of Acquiror\nCommon Stock issuable in exchange therefor pursuant to the provisions of\nArticle II of the Agreement.  The Board of Directors of Acquiror may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed Certificate to provide to Acquiror an\nindemnity agreement against any claim that may be made against Acquiror with\nrespect to the Certificate alleged to have been lost, stolen or destroyed.\n\n     Section 2.5    DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.  No\ndividends or other distributions declared or made after the Effective Time with\nrespect to Acquiror Common Stock with a record date after the Effective Time\nshall be paid to the holder of any unsurrendered Certificate with respect to the\nshares of Acquiror Common Stock represented thereby and no cash payment in lieu\nof fractional shares shall be paid to any such holder pursuant to Section 2.6\nbelow until the holder of record of such Certificate shall surrender such\nCertificate.  Subject to the effect of applicable laws, following surrender of\nany such Certificate, there shall be paid to the record holder of the\ncertificates representing whole shares of Acquiror Common Stock issued in\nexchange therefor, without interest, (i) at the time of such surrender, the\namount of any cash payable in lieu of a fractional share of Acquiror Common\nStock to which such holder is entitled pursuant to Section 2.6 below and the\namount of any dividends or other distributions with a record date after the \nEffective Time previously paid with respect to such whole shares of Acquiror\nCommon Stock, and (ii) at the appropriate payment date, the amount of dividends\nor\n\n\n                                         -6-\n\n\nother distributions with a record date after the Effective Time but prior to \nsurrender and a payment date subsequent to surrender payable with respect to \nsuch whole shares of Acquiror Common Stock.\n\n     Section 2.6    NO FRACTIONAL SHARES.  No certificate or scrip representing\nfractional shares of Acquiror Common Stock shall be issued upon the surrender\nfor exchange of Certificates, and such fractional share interests will not\nentitle the owner thereof to vote or to any rights of a shareholder of Acquiror.\nNotwithstanding any other provision of this Agreement, each holder of shares of\nTarget Common Stock or Target Preferred Stock exchanged pursuant to the Merger\nwho would otherwise have been entitled to receive a fraction of a share of\nAcquiror Common Stock (after taking into account all Certificates delivered by\nsuch holder) shall receive, in lieu thereof, cash (without interest) in an\namount equal to such fractional part of a share of Acquiror Common Stock\nmultiplied by $148.10.\n\n     Section 2.7    TAX AND ACCOUNTING CONSEQUENCES.\n\n             (a)    It is intended by the parties hereto that the Merger shall\nconstitute a \"reorganization\" within the meaning of Section 368 of the Code.\nThe parties hereto adopt this Agreement as a \"plan of reorganization\" within the\nmeaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax\nRegulations.\n\n             (b)    It is intended by the parties hereto that the Merger shall\nqualify for accounting treatment as a pooling of interests.\n\n                                     ARTICLE III\n\n                       REPRESENTATIONS AND WARRANTIES OF TARGET\n\n     Target represents and warrants to Acquiror and Sub that the statements\ncontained in this Article III are true and correct as of the date hereof, except\nas set forth in the disclosure schedule delivered by Target to Acquiror on or\nbefore the date of this Agreement (the \"TARGET DISCLOSURE SCHEDULE\").  The\nTarget Disclosure Schedule shall be arranged in paragraphs corresponding to the\nnumbered and lettered paragraphs contained in this Article III and shall deem to\ncross-reference to the other numbered or lettered paragraphs to which the\nrepresentation and warranty with respect to which disclosure is made is\nreasonably related on the face of such disclosure without reference to extrinsic\ndocumentation to an objective third party reviewing such disclosure.  Moreover,\nthe disclosures made on the Target Disclosure Schedule shall not, by the fact of\ntheir disclosure, be deemed to acknowledge that disclosure of such information\nis required to be disclosed under this Article III.\n\n     Section 3.1    ORGANIZATION OF TARGET.  Target is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nCalifornia, has all requisite corporate power to own, lease and operate its\nproperty and to carry on its business as now being conducted, and is duly\nqualified or licensed to do business and is in good standing as a foreign\ncorporation in each jurisdiction in which the nature of its business or\nownership or leasing of properties makes such qualification or licensing\nnecessary and where the failure to be so qualified or\n\n\n                                         -7-\n\n\nlicensed could reasonably be expected to result in a material adverse effect on\nthe business, assets (including intangible assets), liabilities, condition\n(financial or otherwise), property or results of operations (a \"MATERIAL ADVERSE\nEFFECT\") of Target.  The Target Disclosure Schedule contains a true and complete\nlisting of the locations of all sales offices, manufacturing facilities, and any\nother offices or facilities of Target and a true and complete list of all states\nin which Target maintains any employees.  The Target Disclosure Schedule\ncontains a true and complete list of all states in which Target is duly\nqualified or licensed to transact business as a foreign corporation.\n\n     Section 3.2    TARGET CAPITAL STRUCTURE.\n\n             (a)    The authorized capital stock of Target consists of\n15,000,000 shares of Target Common Stock and 5,006,393 shares of Target\nPreferred Stock, of which 2,000,000 shares are designated as Series A Preferred\nStock and 3,006,393 shares are designated as Series B Preferred Stock.  As of\nthe date of this Agreement, there are (i) 3,862,500 shares of Target Common\nStock issued and outstanding, all of which are validly issued, fully paid and\nnonassessable, (ii) 2,000,000 shares of Series A Preferred Stock issued and\noutstanding, all of which are validly issued, fully paid and nonassessable, and\neach share of which is convertible into 1.5 shares of Target Common Stock,\n(iii) 2,321,461 shares of Series B Preferred Stock issued and outstanding, all\nof which are validly issued, fully paid and nonassessable, and each share of\nwhich is convertible into 1.5 shares of Target Common Stock, (iv) 6,482,191\nshares of Target Common Stock reserved for future issuance upon conversion of\nthe Target Preferred Stock; (v) 1,997,875 shares of Target Common Stock reserved\nfor future issuance pursuant to Target Options granted and outstanding under the\nTarget Option Plan; and (vi) 391,625 shares of Target Common Stock reserved for\nissuance upon exercise of options available to be granted in the future under\nthe Target Option Plan.  The issued and outstanding shares of Target Common\nStock and of Target Preferred Stock are held of record by the shareholders of\nTarget as set forth and identified on Schedule 3.2(a) of the Target Disclosure\nSchedule.  The issued and outstanding Target Options are held of record by the\noption holders identified on, in the amounts and subject to the vesting\nschedules set forth on, Schedule 3.2(a) of the Target Disclosure Schedule.  All\nshares of Target Common Stock and Target Preferred Stock subject to issuance as\nspecified above, upon issuance on the terms and conditions (including payment)\nspecified in the instruments pursuant to which they are issuable, shall be duly\nauthorized, validly issued, fully paid and nonassessable.  All shares of Target\nCommon Stock subject to issuance upon the exercise of Target Options, upon\nissuance on the terms and conditions (including payment) specified in the\ninstrument pursuant to which they are issuable, will be duly authorized, validly\nissued, fully paid and nonassessable.  All outstanding shares of Target Common\nStock, Target Preferred Stock and outstanding Target Options (collectively\n\"TARGET SECURITIES\") were issued in compliance with applicable federal and state\nsecurities laws.  Except as set forth in the Target Disclosure Schedule, there\nare no obligations, contingent or otherwise, of Target to repurchase, redeem or\notherwise acquire any shares of Target Common Stock or Target Preferred Stock or\nmake any investment (in the form of a loan, capital contribution or otherwise)\nin any other entity.  An updated Schedule 3.2(a) reflecting changes permitted by\nthis Agreement in the capitalization of Target between the date hereof and the\nEffective Time shall be delivered by Target to Acquiror on the Closing Date.\n\n\n                                         -8-\n\n\n             (b)    Except as set forth in this Section 3.2 or the Target\nDisclosure Schedule, there are no equity securities of any class or series of\nTarget, or any security exchangeable into or exercisable for such equity\nsecurities, issued, reserved for issuance or outstanding.  Except as set forth\nin this Section 3.2 or the Target Disclosure Schedule, there are no options,\nwarrants, equity securities, calls, rights, commitments or agreements of any\ncharacter to which Target is a party or by which it is bound obligating Target\nto issue, deliver or sell, or cause to be issued, delivered or sold, additional\nshares of capital stock of Target or obligating Target to grant, extend,\naccelerate the vesting of or enter into any such option, warrant, equity\nsecurity, call, right, commitment or agreement.  Except as set forth in the\nTarget Disclosure Schedule, Target is not in active discussion, formal or\ninformal, with any person or entity regarding the issuance of any form of\nadditional Target equity that has not been issued or committed to prior to the\ndate of this Agreement.  Except as provided in this Agreement, the other\nTransaction Documents (as defined in Section 3.3(a)), the Target Disclosure\nSchedule or any transaction contemplated hereby or thereby, there are no voting\ntrusts, proxies or other agreements or understandings with respect to the voting\nof the shares of capital stock of Target.\n\n             (c)    All Target Options have been issued in accordance with the\nterms of the Target Option Plan and pursuant to the standard forms of option\nagreement previously provided to Acquiror or its representatives.  No option\nwill by its terms require an adjustment in connection with the Merger, other\nthan adjustments necessary to preserve the economic value of such option\nfollowing its assumption by Acquiror hereunder.  Except as set forth in the\nTarget Disclosure Schedule, provided that Acquiror assumes all Target Options as\nprovided herein, neither the consummation of the transactions contemplated by\nthis Agreement or the other Transaction Documents, nor any action taken or to be\ntaken by Target in connection with such transactions will result in (i) any\nacceleration of vesting in favor of any optionee under any Target Option; (ii)\nany additional benefits for any optionee under any Target Option; or (iii) the\ninability of Acquiror after the Effective Time to exercise any right or benefit\nheld by Target prior to the Effective Time with respect to any Target Option\nassumed by Acquiror, including, without limitation, the right to repurchase an\noptionee's unvested shares on termination of such optionee's employment.  The\nassumption by Acquiror of Target Options in accordance with Section 6.5\nhereunder will not (i) give the optionees additional benefits which they did not\nhave under their options prior to such assumption (after taking into account the\nexisting provisions of the options, such as their respective exercise prices and\nvesting schedules) and (ii) constitute a violation of the Target Option Plan or\na breach of any agreement entered into pursuant to such plan.\n\n     Section 3.3    AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS.\n\n             (a)    Target has all requisite corporate power and authority to\nenter into this Agreement and all Transaction Documents to which it is or will\nbecome a party, and to consummate the transactions contemplated by this\nAgreement and such Transaction Documents.  The execution and delivery of this\nAgreement and such Transaction Documents and the consummation of the\ntransactions contemplated by this Agreement and such Transaction Documents have\nbeen duly authorized by all necessary corporate action on the part of Target,\nsubject only to the approval of the Merger by Target's shareholders under the\nprovisions of\n\n\n                                         -9-\n\n\nCalifornia Law and Target's Articles of Incorporation, or any Certificate of\nDesignation thereunder.  This Agreement has been and such Transaction Documents\nhave been or, to the extent not executed by Target as of the date hereof, will\nbe, duly executed and delivered by Target.  This Agreement and each of the\nTransaction Documents to which Target is a party constitutes, and each of the\nTransaction Documents to which Target will become a party, when executed and\ndelivered by Target, will constitute, assuming the due authorization, execution\nand delivery by the other parties hereto and thereto, the valid and binding\nobligation of Target, enforceable against Target in accordance with their\nrespective terms, except to the extent that enforceability may be limited by\napplicable bankruptcy, reorganization, insolvency, moratorium or other laws\naffecting the enforcement of creditors' rights generally and by general\nprinciples of equity, regardless of whether such enforceability is considered in\na proceeding at law or in equity.  For purposes of this Agreement, \"TRANSACTION\nDOCUMENTS\" means all documents or agreements required to be delivered by any\nparty under this Agreement including the Agreement of Merger, the Certificate of\nMerger, the Escrow Agreement, the Voting Agreements, the Shareholders Agreements\nand the Noncompetition Agreements.\n\n             (b)    Except as set forth in the Target Disclosure Schedule, the\nexecution and delivery by Target of this Agreement and the Transaction Documents\nto which it is or will become a party does not, and the consummation of the\ntransactions contemplated by this Agreement and the Transaction Documents to\nwhich it is or will become a party will not, (i) conflict with, or result in any\nviolation or breach of, any provision of the Articles of Incorporation or Bylaws\nof Target, (ii) result in any violation or breach of, or constitute (with or\nwithout notice or lapse of time, or both) a default (or give rise to a right of\ntermination, cancellation or acceleration of any obligation or loss of any\nmaterial benefit) under any of the terms, conditions or provisions of any note,\nbond, mortgage, indenture, lease, contract or other agreement, instrument or\nobligation to which Target is a party or by which it or any of its properties or\nassets may be bound, or (iii) conflict or violate any permit, concession,\nfranchise, license, judgment, order, decree, statute, law, ordinance, rule or\nregulation applicable to Target or any of its properties or assets, except in\nthe case of (ii) and (iii) for any such conflicts, violations, defaults,\nterminations, cancellations or accelerations which would not reasonably be\nexpected to have a Material Adverse Effect on Target.\n\n             (c)    None of the execution and delivery by Target of this\nAgreement or of any other Transaction Document to which Target is or will become\na party or the consummation of the transactions contemplated by this Agreement\nor such Transaction Document or the continuation of the business activities of\nTarget following consummation of the Merger will require any consent, approval,\norder or authorization of, or registration, declaration or filing with, any\ncourt, administrative agency or commission or other governmental authority or\ninstrumentality (\"GOVERNMENTAL ENTITY\"), except for (i) the filing of the\nCertificate of Merger with the Delaware Secretary of State, the filing of the\nAgreement of Merger with the California Secretary of State, (ii) such consents,\napprovals, orders, authorizations, registrations, declarations and filings as\nmay be required under applicable federal and state securities laws and (iii)\nsuch other consents, authorizations, filings, approvals and registrations which,\nif not obtained or made, could reasonably be expected to have a Material Adverse\nEffect on Target.\n\n\n                                         -10-\n\n\n     Section 3.4    FINANCIAL STATEMENTS; ABSENCE OF UNDISCLOSED LIABILITIES.\n\n              (a)   Target has delivered to Acquiror copies of Target's (i)\nunaudited balance sheet as of April 30, 1999 (the \"MOST RECENT BALANCE SHEET\"),\nand statement of income for the one-month period then-ended; (ii) the unaudited\nbalance sheets and unaudited statement of income as of and for the three month\nperiod ended March 31, 1999; and (iii) the unaudited balance sheet and statement\nof income as of and for the year ended December 31, 1998 (collectively, the\n\"TARGET FINANCIAL STATEMENTS\").\n\n             (b)    The Target Financial Statements are in accordance with the\nbooks and records of Target and present fairly in all material respects the\nfinancial position, results of operations of Target as of their historical dates\nand for the periods indicated.\n\n             (c)    Except as set forth on the Target Disclosure Schedule,\nTarget has no debt, liability, or obligation of any nature, whether accrued,\nabsolute, contingent, or otherwise, and whether due or to become due, that is\nnot reflected or reserved against in the Most Recent Balance Sheet, except for\nthose that may have been incurred after the date of the Most Recent Balance\nSheet or that would not reasonably be required, in accordance with generally\naccepted accounting principles applied on a basis consistent with prior periods,\nto be included in a balance sheet or the notes thereto. Except as set forth on\nthe Target Disclosure Schedule, all debts, liabilities, and obligations incurred\nafter the date of the Most Recent Balance Sheet were incurred in the ordinary\ncourse of business and are not material both individually and in the aggregate\nto Target or its business.\n\n     Section 3.5    TAX MATTERS.\n\n             (a)    For purposes of this Section 3.5 and other provisions of\nthis Agreement relating to Taxes, the following definitions shall apply:\n\n                    (i)   The term \"TAXES\" shall mean all taxes, however\ndenominated, including any interest, penalties or other additions to tax that\nmay become payable in respect thereof, (A) imposed by any federal, territorial,\nstate, local or foreign government or any agency or political subdivision of any\nsuch government, which taxes shall include, without limiting the generality of\nthe foregoing, all income or profits taxes (including but not limited to,\nfederal income taxes and state income taxes), payroll and employee withholding\ntaxes, unemployment insurance, social security taxes, sales and use taxes, ad\nvalorem taxes, excise taxes, franchise taxes, gross receipts taxes, business\nlicense taxes, occupation taxes, real and personal property taxes, stamp taxes,\nenvironmental taxes, ozone depleting chemicals taxes, transfer taxes, workers'\ncompensation, Pension Benefit Guaranty Corporation premiums and other\ngovernmental charges, and other obligations of the same or of a similar nature\nto any of the foregoing, which are required to be paid, withheld or collected,\n(B) any liability for the payment of amounts referred to in (A) as a result of\nbeing a member of any affiliated, consolidated, combined or unitary group, or\n(C) any liability for amounts referred to in (A) or (B) as a result of any\nobligations to indemnify another person.\n\n\n                                         -11-\n\n\n                    (ii)  The term \"RETURNS\" shall mean all reports, estimates,\ndeclarations of estimated tax, information statements and returns relating to,\nor required to be filed in connection with, any Taxes, including information\nreturns or reports with respect to backup withholding and other payments to\nthird parties.\n\n             (b)    All Returns required to be filed by or on behalf of Target\nhave been duly filed on a timely basis (taking into account extensions) and such\nReturns are true, complete and correct.  All Taxes shown to be payable on such\nReturns or on subsequent assessments with respect thereto, and all payments of\nestimated Taxes required to be made by or on behalf of Target under Section 6655\nof the Code or comparable provisions of state, local or foreign law, have been\npaid in full on a timely basis or have been accrued on the Most Recent Balance\nSheet, and no other Taxes are payable by Target with respect to items or periods\ncovered by such Returns (whether or not shown on or reportable on such Returns).\nTarget has withheld and paid over all Taxes required to have been withheld and\npaid over, and complied with all information reporting and backup withholding\nrequirements, including maintenance of required records with respect thereto, in\nconnection with amounts paid or owing to any employee, creditor, independent\ncontractor, or other third party.  There are no liens on any of the assets of\nTarget with respect to Taxes, other than liens for Taxes not yet due and payable\nor for Taxes that Target is contesting in good faith through appropriate\nproceedings and for which appropriate reserves have been established on the Most\nRecent Balance Sheet.  Target has not at any time been (i) a member of an\naffiliated group of corporations filing consolidated, combined or unitary income\nor franchise tax returns, or (ii) a member of any partnership or joint venture\nfor a period for which the statue of limitations for any Tax potentially\napplicable as a result of such membership has not expired.  Target is not, nor\nhas it ever been, a party to any tax sharing agreement.\n\n             (c)    The amount of Target's liability for unpaid Taxes (whether\nactual or contingent) for all periods through the date of the Most Recent\nBalance Sheet does not, in the aggregate, exceed the amount of the current\nliability accruals for Taxes reflected on the Most Recent Balance Sheet, and the\nMost Recent Balance Sheet reflects proper accrual in accordance with generally\naccepted accounting principles applied on a basis consistent with prior periods\nof all liabilities for Taxes payable after the date of the Most Recent Balance\nSheet attributable to transactions and events occurring prior to such date.  No\nliability for Taxes has been incurred (or prior to Closing will be incurred)\nsince such date other than in the ordinary course of business.\n\n             (d)    Acquiror has been furnished by Target with true and complete\ncopies of (i) relevant portions of income tax audit reports, statements of\ndeficiencies, closing or other agreements, if any, received by or on behalf of\nTarget relating to Taxes, and (ii) all federal and state income or franchise tax\nReturns and state sales and use tax Returns for or including Target for all\nperiods since the inception of Target.  Target does not do business in or derive\nincome from any state other than states for which Returns have been duly filed\nand furnished to Acquiror.\n\n             (e)    The Returns of or including Target have never been audited\nby a government or taxing authority, nor is any such audit in process, pending\nor, to Target's knowledge, threatened.  No deficiencies exist or have been\nasserted, and Target has not received\n\n\n                                         -12-\n\n\nnotice that it has not filed a Return or paid Taxes required to be filed or\npaid.  Target is neither a party to any action or proceeding for assessment or\ncollection of Taxes, nor has such event been asserted or threatened against\nTarget or any of its assets.  No waiver or extension of any statute of\nlimitations is in effect with respect to Taxes or Returns of Target.\n\n             (f)    Except as may be required as a result of the Merger, Target\nand its subsidiaries have not been and will not be required to include any\nmaterial adjustment in Taxable income for any Tax period (or portion thereof)\npursuant to Section 481 or Section 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 Closing.\n\n             (g)    Target is not, nor has it been, a United States real\nproperty holding corporation within the meaning of Section 897(c)(2) of the Code\nduring the applicable period specified in Section 897(c)(1)(A)(ii) of the Code,\nand Acquiror is not required to withhold tax by reason of Section 1445 of the\nCode.  Target is not a \"consenting corporation\" under Section 341(f) of the\nCode.  Except as set forth in the Target Disclosure Schedule, Target has not\nentered into any compensatory agreements with respect to the performance of\nservices which payment thereunder would result in a nondeductible expense to\nTarget pursuant to Section 280G of the Code or an excise tax to the recipient of\nsuch payment pursuant to Section 4999 of the Code.  Target has not agreed to,\nnor is it required to make any adjustment under Code Section 481(a) by reason\nof, a change in accounting method.\n\n     Section 3.6    ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since April 30, 1999,\nTarget has not:\n\n             (a)    suffered any material adverse change in its business, assets\n(including intangible assets), liabilities, condition (financial or otherwise)\nor results of operations (\"MATERIAL ADVERSE CHANGE\").\n\n             (b)    suffered any damage, destruction or loss, whether covered by\ninsurance or not, that has resulted, or could be reasonably expected to result,\nin a Material Adverse Effect on Target;\n\n             (c)    granted or agreed to make any increase in the compensation\npayable or to become payable by Target to its officers or employees;\n\n             (d)    declared, set aside or paid any dividend or made any other\ndistribution on or in respect of the shares of the capital stock of Target or\ndeclared any direct or indirect redemption, retirement, purchase or other\nacquisition by Target of such shares;\n\n             (e)    issued any shares of capital stock of Target or any\nwarrants, rights, options or entered into any commitment relating to the shares\nof Target, except for the Target Options and the issuance of shares of Target\ncapital stock pursuant to the exercise of Target Options listed in the Target\nDisclosure Schedule and the conversion of outstanding Target Preferred Stock;\n\n\n                                         -13-\n\n\n             (f)    made any change in the accounting methods or practices it\nfollows, whether for general financial or tax purposes, or any change in\ndepreciation or amortization policies or rates adopted therein;\n\n             (g)    sold, leased, abandoned or otherwise disposed of any real\nproperty or any machinery, equipment or other operating property with an\nindividual net book value in excess of $25,000;\n\n             (h)    sold, assigned, transferred, licensed (other than in the\nordinary course of business) or otherwise disposed of any patent, trademark,\ntrade name, brand name, copyright (or pending application for any patent,\ntrademark or copyright) invention, work of authorship, process, know-how,\nformula or trade secret or interest thereunder or other intangible asset;\n\n             (i)    permitted or allowed any of its property or assets to be\nsubjected to any mortgage, deed of trust, pledge, lien, security interest or\nother encumbrance of any kind (except those permitted under Section 3.7);\n\n             (j)    made any capital expenditure or commitment individually in\nexcess of $25,000 or in the aggregate in excess of $100,000;\n\n             (k)    paid, loaned or advanced any amount to, or sold, transferred\nor leased any properties or assets to, or entered into any agreement or\narrangement with, any of its Affiliates (as defined in Section 3.16), officers\n(other than normal salary), directors or shareholders or any affiliate or\nassociate of any of the foregoing;\n\n             (l)    made any amendment to or terminated any agreement which, if\nnot so amended or terminated, would be required to be disclosed on the Target\nDisclosure Schedule; or\n\n             (m)    agreed to take any action described in this Section 3.6 or\noutside of its ordinary course of business or which would constitute a breach of\nany of the representations contained in this Agreement.\n\n     Section 3.7    TITLE AND RELATED MATTERS.  Target has good and valid title\nto all its properties, interests in properties and assets, real and personal,\nfree and clear of all mortgages, liens, pledges, charges or encumbrances of any\nkind or character, except the lien of current taxes not yet due and payable and\nminor imperfections of and encumbrances on title, if any, as do not materially\ndetract from the value of or interfere with the present use of the property\naffected thereby.  The equipment of Target used in the operation of its business\nis, taken as a whole, in good operating condition and repair, ordinary wear and\ntear excepted.  All personal property leases to which Target is a party are\nvalid, binding, enforceable against the parties thereto and in effect in\naccordance with their respective terms.  To the knowledge of Target, there is\nnot under any of such leases any existing default or event of default or event\nwhich, with notice or lapse of time or both, would constitute a default.  The\nTarget Disclosure Schedule contains a description of all items of personal\nproperty with an individual net book value in excess of $25,000 and real\nproperty leased or owned by Target, describing its interest in said property.\nTrue and correct\n\n\n                                         -14-\n\n\ncopies of Target's real property and personal property leases have been provided\nto Acquiror or its representatives.\n\n     Section 3.8    PROPRIETARY RIGHTS.\n\n             (a)    Target owns all right, title and interest in and to, or\notherwise possesses legally enforceable rights, or is licensed to use, all\npatents, copyrights, technology, software, software tools, know-how, processes,\ntrade secrets, trademarks, service marks, trade names, Internet domain names and\nother proprietary rights used in the conduct of Target's business as conducted\nto the date of this Agreement, including, without limitation, the technology,\ninformation, databases, data lists, data compilations, and all proprietary\nrights developed or discovered or used in connection with or contained in all\nversions and implementations of Target's World Wide Web sites (including\nwww.onlineanywhere.com and the other domain names listed in the Target\nDisclosure Schedule) or any product which has been or is being distributed or\nsold by Target or currently is under development by Target or has previously\nbeen under development by Target (collectively, including such Web sites, the\n\"TARGET PRODUCTS\"), free and clear of all liens, claims and encumbrances\n(including without limitation licensing and distribution rights) (all of which\nare referred to as \"TARGET PROPRIETARY RIGHTS\").  The Target Disclosure Schedule\ncontains an accurate and complete (i) description of all patents, trademarks\n(with separate listings of registered and unregistered trademarks), trade names,\nInternet domain names and registered copyrights in or related to the Target\nProducts or otherwise included in the Target Proprietary Rights and all\napplications and registration statements therefor, including the jurisdictions\nin which each such Target Proprietary Right has been issued or registered or in\nwhich any such application of such issuance and registration has been filed,\n(ii) list of all licenses and other agreements with third parties other than\nshrinkwrap and similar end-user licenses (the \"THIRD PARTY LICENSES\") relating\nto any material patents, copyrights, trade secrets, software, inventions,\ntechnology, know-how, processes or other proprietary rights that Target is\nlicensed or otherwise authorized by such third parties to use, market,\ndistribute or incorporate in Target Products (such patents, copyrights, trade\nsecrets, software, inventions, technology, know-how, processes or other\nproprietary rights are collectively referred to as the \"THIRD PARTY TECHNOLOGY\")\nand (iii) list of all licenses and other agreements with third parties other\nthan shrinkwrap and similar end-user licenses relating to any material\ninformation, compilations, data lists or databases that Target is licensed or\notherwise authorized by such third parties to use, market, disseminate,\ndistribute or incorporate in Target Products.  All of Target's patents,\ncopyrights, trademarks, trade names or Internet domain name registrations\nrelated to or in the Target Products are validly issued and in full force and\neffect; and consummation of the transactions contemplated by this Agreement will\nnot alter or impair any such rights.  No claims have been asserted or threatened\nagainst Target (and Target is not aware of any claims which are likely to be\nasserted or threatened against Target or which have been asserted or threatened\nagainst others relating to Target Proprietary Rights or Target Products) by any\nperson challenging Target's use, possession, manufacture, sale or distribution\nof Target Products under any Target Proprietary Rights (including, without\nlimitation, the Third Party Technology) or challenging or questioning the\nvalidity or effectiveness of any material license or agreement relating thereto\n(including, without limitation, the Third Party Licenses) or alleging a\nviolation of any person's or entity's privacy, personal or confidentiality\nrights.  Target knows of no valid\n\n\n                                         -15-\n\n\nbasis for any claim of the type specified in the immediately preceding sentence\nwhich could in any material way relate to or interfere with the continued\nenhancement and exploitation by Target of any of the Target Products.  None of\nthe Target Products nor the use or exploitation of any Target Proprietary Rights\nin Target's current business infringes on the rights of or constitutes\nmisappropriation of any proprietary information or intangible property right of\nany third person or entity, including without limitation any patent, trade\nsecret, copyright, trademark or trade name, and Target has not been sued or\nnamed in any suit, action or proceeding which involves a claim of such\ninfringement, misappropriation or unfair competition.\n\n             (b)    Except as set forth in the Target Disclosure Schedule,\nTarget has not granted any third party (i) any right to reproduce, distribute,\nmarket or exploit any of the Target Products or any adaptations, translations,\nor derivative works based on the Target Products or any portion thereof, or (ii)\nany license or other right in or to the Target Proprietary Rights.\n\n             (c)    All material designs, drawings, specifications, source code,\nobject code, scripts, documentation, flow charts, diagrams, data lists,\ndatabases, compilations and information incorporating, embodying or reflecting\nany of the Target Products at any stage of their development (the \"TARGET\nCOMPONENTS\") were written, developed and created solely and exclusively by\nemployees of Target without the assistance of any third party or entity or were\ncreated by third parties who assigned ownership of their rights to Target by\nmeans of valid and enforceable consultant confidentiality and invention\nassignment agreements, copies of which have been made available to Acquiror.\nTarget has at all times used commercially reasonable efforts customary in its\nindustry to treat the Target Proprietary Rights related to Target Products and\nTarget Components as containing trade secrets and has not disclosed or otherwise\ndealt with such items in such a manner as intended or reasonably likely to cause\nthe loss of such trade secrets by release into the public domain.\n\n             (d)    To Target's knowledge, after reasonable inquiry, no\nemployee, contractor or consultant of Target is in violation in any material\nrespect of any term of any written employment contract, patent disclosure\nagreement or any other written contract or agreement relating to the\nrelationship of any such employee, consultant or contractor with Target or, to\nTarget's knowledge, any other party because of the nature of the business\nconducted by Target or proposed to be conducted by Target.  The Target\nDisclosure Schedule lists all employees, contractors and consultants who have\nparticipated in any way in the development of the Target Products or the Target\nProprietary Rights.\n\n             (e)    Each person presently or previously employed by Target\n(including independent contractors, if any) with access authorized by Target to\nconfidential information has executed a confidentiality and non-disclosure\nagreement pursuant to the form of agreement previously provided to Acquiror or\nits representatives.\n\n             (f)    No product liability or warranty claims have been\ncommunicated in writing to or threatened against Target.\n\n             (g)    To Target's knowledge, there is no material unauthorized\nuse, disclosure, infringement or misappropriation of any Target Proprietary\nRights, or any Third Party\n\n\n                                         -16-\n\n\nTechnology to the extent licensed by or through Target, by any third party,\nincluding any employee or former employee of Target.  Target has not entered\ninto any agreement to indemnify any other person against any charge of\ninfringement of any Target Proprietary Rights.\n\n             (h)    Target has taken all steps customary and reasonable in the\nindustry to protect and preserve the confidentiality and proprietary nature of\nall Intellectual Property and other confidential information not otherwise\nprotected by patents, patent applications or copyright (\"CONFIDENTIAL\nINFORMATION\").  All use, disclosure or appropriation by Target or, to the\nknowledge of Target, by another party pursuant to rights granted to it by\nTarget, of Confidential Information owned by Target to a third party has been\npursuant to the terms of a written agreement between Target and such third\nparty.  All use, disclosure or appropriation by Target of Confidential\nInformation not owned by Target has been pursuant to the terms of a written\nagreement between Target and the owner of such Confidential Information, or is\notherwise lawful.\n\n     Section 3.9    EMPLOYEE BENEFIT PLANS.\n\n             (a)    The Target Disclosure Schedule lists, with respect to Target\nand any trade or business (whether or not incorporated) which is treated as a\nsingle employer with Target (an \"ERISA AFFILIATE\") within the meaning of\nSection 414(b), (c), (m) or (o) of the Code, (i) all employee benefit plans (as\ndefined in Section 3(3) of the Employee Retirement Income Security Act of 1974,\nas amended (\"ERISA\")), (ii) each loan to a non-officer employee, loans to\nofficers and directors and any stock option, stock purchase, phantom stock,\nstock appreciation right, supplemental retirement, severance, sabbatical,\nmedical, dental, vision care, disability, employee relocation, cafeteria benefit\n(Code Section 125) or dependent care (Code Section 129), life insurance or\naccident insurance plans, programs or arrangements, (iii) all bonus, pension,\nprofit sharing, savings, deferred compensation or incentive plans, programs or\narrangements, (iv) other fringe or employee benefit plans, programs or\narrangements that apply to senior management of Target and that do not generally\napply to all employees, and (v) any current or former employment or executive\ncompensation or severance agreements, written or otherwise, for the benefit of,\nor relating to, any present or former employee, consultant or director of Target\nas to which (with respect to any of items (i) through (v) above) any potential\nliability is borne by Target (together, the \"TARGET EMPLOYEE PLANS\").\n\n             (b)    Target has made available to Acquiror or its representatives\na copy of each of the Target Employee Plans and related plan documents\n(including trust documents, insurance policies or contracts, employee booklets,\nsummary plan descriptions and other authorizing documents, and, to the extent\nstill in its possession, any material employee communications relating thereto)\nand has, with respect to each Target Employee Plan which is subject to ERISA\nreporting requirements, made available copies of any Form 5500 reports filed for\nthe last three plan years.  Any Target Employee Plan intended to be qualified\nunder Section 401(a) of the Code has either obtained from the Internal Revenue\nService a favorable determination opinion, notification or advisory letter as to\nits qualified status under the Code, including all amendments to the Code\neffected by the Tax Reform Act of 1986 and subsequent legislation, or has time\nremaining prior to the expiration of the requisite period under applicable\nTreasury Regulations or\n\n\n                                         -17-\n\n\nInternal Revenue Service pronouncements in which to apply for such determination\nopinion, notification or advisory letter and to make any amendments necessary to\nobtain a favorable determination.  Target has also made available to Acquiror\nthe most recent Internal Revenue Service determination opinion, notification or\nadvisory letter issued with respect to each such Target Employee Plan, and\nnothing has occurred since the issuance of each such letter which could\nreasonably be expected to cause the loss of the tax-qualified status of any\nTarget Employee Plan subject to Code Section 401(a).\n\n             (c)    Except as set forth in the Target Disclosure Schedule,\n(i) None of the Target Employee Plans promises or provides retiree medical or\nother retiree welfare benefits to any person, except benefit coverage mandated\nby applicable law, including benefits provided pursuant to the Consolidated\nOmnibus Budget Reconciliation Act of 1985, as amended (\"COBRA\"), benefits the\nfull cost of which are borne by employees of Target (or such employees'\nbeneficiaries or dependents), death or disability benefits under any of the\nTarget Employee Plans, benefits arising in connection with a separation or\nseverance program, plan or arrangement, and life insurance benefits for any\nemployee who dies while in the service of Target; (ii) there has been no\n\"prohibited transaction,\" as such term is defined in Section 406 of ERISA and\nSection 4975 of the Code, with respect to any Target Employee Plan and not\notherwise exempt under Section 408 of ERISA or Section 4975 of the Code;\n(iii) each Target Employee Plan has been administered in all material respects\nin accordance with its terms and in compliance with the requirements prescribed\nby any and all statutes, rules and regulations (including ERISA and the Code),\nand Target and each subsidiary or ERISA Affiliate have performed all material\nobligations required to be performed by them under, are not in any material\nrespect in default, under or violation of, and have no knowledge of any material\ndefault or violation by any other party to, any of the Target Employee Plans;\n(iv) neither Target nor any subsidiary or ERISA Affiliate is subject to any\nliability or penalty under Sections 4976 through 4980 of the Code or Title I of\nERISA with respect to any of the Target Employee Plans; (v) all contributions\nrequired to be made by Target or any subsidiary or ERISA Affiliate to any Target\nEmployee Plan have been made on or before their due dates; (vi) with respect to\neach Target Employee Plan, no \"reportable event\" within the meaning of\nSection 4043 of ERISA (excluding any such event for which the thirty (30) day\nnotice requirement has been waived under the regulations to Section 4043 of\nERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has\noccurred; and (vii) no Target Employee Plan is covered by, and neither Target\nnor any subsidiary or ERISA Affiliate has incurred or expects to incur any\nmaterial liability under Title IV of ERISA or Section 412 of the Code.  With\nrespect to each Target Employee Plan subject to ERISA as either an employee\npension plan within the meaning of Section 3(2) of ERISA or an employee welfare\nbenefit plan within the meaning of Section 3(1) of ERISA, Target has prepared in\ngood faith and timely filed, to the best of its knowledge, all requisite\ngovernmental reports (which were true and correct as of the date filed) and has\nproperly and timely filed and distributed or posted all notices and reports to\nemployees required to be filed, distributed or posted with respect to each such\nTarget Employee Plan.  No suit, administrative proceeding, action or other\nlitigation has been brought, or to the knowledge of Target is threatened,\nagainst or with respect to any such Target Employee Plan, including any audit or\ninquiry by the IRS or United States Department of Labor.  Neither Target nor any\nERISA\n\n\n                                         -18-\n\n\nAffiliate is a party to, or has made any contribution to or otherwise incurred\nany obligation under, any \"multi-employer plan\" as defined in Section 3(37) of\nERISA.\n\n             (d)    With respect to each Target Employee Plan, Target has\ncomplied in all material respects with (i) the applicable health care\ncontinuation and notice provisions of COBRA and the proposed regulations\nthereunder, (ii) the applicable requirements of the Family Medical Leave Act of\n1993 and the regulations thereunder, and (iii) the applicable requirements of\nthe Health Insurance Portability and Accountability Act of 1996 (\"HIPAA\") and\nthe temporary regulations thereunder.\n\n             (e)    The consummation of the transactions contemplated by this\nAgreement will not (i) entitle any current or former employee or other service\nprovider of Target or any other ERISA Affiliate to severance benefits or any\nother payment (including, without limitation, unemployment compensation, golden\nparachute or bonus), except as expressly provided in this Agreement, or\n(ii) increase or accelerate any benefits or the amount of compensation due any\nsuch employee or service provider.\n\n             (f)    There has been no amendment to, written interpretation or\nannouncement (whether or not written) by Target or other ERISA Affiliate\nrelating to, or change in participation or coverage under, any Target Employee\nPlan which would (except as required by law) materially increase the expense of\nmaintaining such Plan above the level of expense incurred with respect to that\nPlan for the most recent fiscal year included in the Target Financial\nStatements.\n\n     Section 3.10   BANK ACCOUNTS.  The Target Disclosure Schedule sets forth\nthe names and locations of all banks, trust companies, savings and loan\nassociations, and other financial institutions at which Target maintains\naccounts of any nature and the names of all persons authorized to draw thereon\nor make withdrawals therefrom.\n\n     Section 3.11   CONTRACTS.\n\n             (a)    Except as set forth on the Target Disclosure Schedule:\n\n                    (i)   Target has no agreements, contracts or commitments\nthat provide for the sale, licensing or distribution by Target of any Target\nProducts or Target Proprietary Rights.  Without limiting the foregoing, except\nas set forth on the Target Disclosure Schedule, Target has not granted to any\nthird party (including, without limitation, original equipment manufacturers\n(\"OEMS\") and site-license customers) any rights to reproduce, manufacture or\ndistribute any of the Target Products, nor has Target granted to any third party\nany exclusive rights of any kind (including, without limitation, exclusivity\nwith regard to categories of advertisers on Target's World Wide Web site,\nterritorial exclusivity or exclusivity with respect to particular versions,\nimplementations or translations of any of the Target Products), nor has Target\ngranted any third party any right to market any of the Target Products under any\nprivate label or \"OEM\" arrangements, nor has Target granted any license of any\nTarget trademarks or servicemarks.\n\n\n                                         -19-\n\n\n                    (ii)  Target has no Third Party Licenses.\n\n                    (iii) Target has no agreements, contracts or commitments\nthat call for fixed and\/or contingent payments or expenditures in excess of\n$10,000 by or to Target after the date of this Agreement (including, without\nlimitation, any advertising or revenue sharing arrangement).\n\n                    (iv)  Target has no outstanding sales or advertising\ncontract, commitment or proposal (including, without limitation, insertion\norders, slotting agreements or other agreements under which Target has allowed\nthird parties to advertise on or otherwise be included in Target's World Wide\nWeb sites) that Target currently expects to result in any loss to Target upon\ncompletion or performance thereof.\n\n                    (v)   Target has no outstanding agreements, contracts or\ncommitments with officers, employees, agents, consultants, independent\ncontractors, advisors, salesmen, sales representatives, distributors or dealers\nthat are not cancelable by Target in its sole discretion and without liability,\npenalty or premium.\n\n                    (vi)  Target has no currently effective collective\nbargaining or union agreements, contracts or commitments.\n\n                    (vii) Target is not restricted by agreement from competing\nwith any person or from carrying on its business anywhere in the world.\n\n                    (viii)    Target has not guaranteed any obligations of other\npersons or made any agreements to acquire or guarantee any obligations of other\npersons.\n\n                    (ix)  Target has no outstanding loan or advance to any\nperson; nor is it party to any line of credit, standby financing, revolving\ncredit or other similar financing arrangement of any sort which would permit the\nborrowing by Target of any sum.\n\n                    (x)   Target has no agreements pursuant to which Target has\nagreed to manufacture for, supply to or distribute to any third party any Target\nProducts or Target Components.\n\n     True and correct copies of each document or instrument listed on the Target\nDisclosure Schedule pursuant to this Section 3.11(a) (the \"MATERIAL CONTRACTS\")\nhave been provided to Acquiror or its representatives.\n\n             (b)    All of the Material Contracts listed on the Target\nDisclosure Schedule are valid, binding, in full force and effect, and\nenforceable by Target in accordance with their respective terms. No Material\nContract contains any liquidated damages, penalty or similar provision.  To the\nknowledge of Target, no party to any such Material Contract intends to cancel,\nwithdraw, modify or amend such contract, agreement or arrangement.\n\n\n                                         -20-\n\n\n             (c)    Target is not in default under or in breach or violation of,\nnor, to Target's knowledge, is there any valid basis for any claim of default by\nTarget under, or breach or violation by Target of, any material provision of any\nMaterial Contract.  To Target's knowledge, no other party is in default under or\nin breach or violation of, nor is there any valid basis for any claim of default\nby any other party under or any breach or violation by any other party of, any\nMaterial Contract.\n\n             (d)    Except as specifically indicated on the Target Disclosure\nSchedule, none of the Material Contracts provides for indemnification by Target\nof any third party.  No claims have been made or threatened that would require\nindemnification by Target, and Target has not paid any amounts to indemnify any\nthird party as a result of indemnification requirements of any kind.\n\n             Section 3.12 ORDERS, COMMITMENTS AND RETURNS.  All accepted\nadvertising arrangements entered into by Target, and all material agreements,\ncontracts, or commitments for the purchase of supplies by Target, were made in\nthe ordinary course of business.  There are no oral contracts or arrangements\nfor the sale of advertising or any other product or service by Target.\n\n             Section 3.13 COMPLIANCE WITH LAWS.  Target and the operation of\nits business are in compliance in all material respects with all applicable laws\nand regulations material to the operation of its business. Neither Target nor,\nto Target's knowledge, any of its employees has directly or indirectly paid or\ndelivered any fee, commission or other sum of money or item of property, however\ncharacterized, to any finder, agent, government official or other party in the\nUnited States or any other country, that was or is in violation of any federal,\nstate, or local statute or law or of any statute or law of any other country\nhaving jurisdiction.  Target has not participated directly or indirectly in any\nboycotts or other similar practices affecting any of its customers.  Target has\ncomplied in all material respects at all times with any and all applicable\nfederal, state and foreign laws, rules, regulations, proclamations and orders\nrelating to the importation or exportation of its products except for such\nnoncompliances as would not in the aggregate reasonably be expected to have a\nMaterial Adverse Effect.\n\n     Section 3.14   LABOR DIFFICULTIES; NO DISCRIMINATION.\n\n             (a)    Target is not engaged in any unfair labor practice and is\nnot in material violation of any applicable laws respecting employment and\nemployment practices, terms and conditions of employment, and wages and hours.\nThere is no unfair labor practice complaint against Target actually pending or,\nto the knowledge of Target, threatened before the National Labor Relations\nBoard. There is no strike, labor dispute, slowdown, or stoppage actually pending\nor, to the knowledge of Target, threatened against Target.  To the knowledge of\nTarget, no union organizing activities are taking place with respect to the\nbusiness of Target.  No grievance, nor any arbitration proceeding arising out of\nor under any collective bargaining agreement is pending and, to the knowledge of\nTarget, no claims therefor exist.  No collective bargaining agreement that is\nbinding on Target restricts it from relocating or closing any of its operations.\nTarget has not experienced any material work stoppage or other material labor\ndifficulty.\n\n\n                                         -21-\n\n\n             (b)    There is and has not been any claim against Target or its\nofficers or employees, or to Target's knowledge, threatened in writing against\nTarget or its officers or employees, based on actual or alleged race, age, sex,\ndisability or other harassment or discrimination, or similar tortious conduct,\nor based on actual or alleged breach of contract with respect to any person's\nemployment by Target, nor, to the knowledge of Target, is there any basis for\nany such claim.\n\n             (c)    There are no pending claims against Target or any of its\nSubsidiaries under any workers compensation plan or policy or for long term\ndisability.  Target does not have any material obligations under COBRA with\nrespect to any former employees or qualifying beneficiaries thereunder.  There\nare no proceedings pending or, to the knowledge of Target, threatened, between\nTarget and any of its employees, which proceedings have had or could reasonably\nbe expected to have a Material Adverse Effect on Target.\n\n     Section 3.15   TRADE REGULATION. All of the prices charged by Target in\nconnection with the marketing or sale of any products or services have been in\ncompliance with all applicable laws and regulations.  No claims have been\ncommunicated or threatened in writing against Target with respect to wrongful\ntermination of any dealer, distributor or any other marketing entity,\ndiscriminatory pricing, price fixing, unfair competition, false advertising, or\nany other violation of any laws or regulations relating to anti-competitive\npractices or unfair trade practices of any kind, and to Target's knowledge, no\nspecific situation, set of facts, or occurrence provides any basis for any such\nclaim against Target.\n\n     Section 3.16   INSIDER TRANSACTIONS.  To the knowledge of Target, no\naffiliate (\"AFFILIATE\") as defined in Rule 12b-2 under the Securities Exchange\nAct of 1934, as amended (the \"EXCHANGE ACT\"), of Target has any interest in any\nequipment or other property, real or personal, tangible or intangible of Target,\nincluding, without limitation, any Target Proprietary Rights or any creditor,\nsupplier, customer, manufacturer, agent, representative, or distributor of\nTarget Products; PROVIDED, HOWEVER, that no such Affiliate or other person shall\nbe deemed to have such an interest solely by virtue of the ownership of less\nthan 1% of the outstanding stock or debt securities of any publicly-held\ncompany, the stock or debt securities of which are traded on a recognized stock\nexchange or quoted on the National Association of Securities Dealers Automated\nQuotation System.\n\n     Section 3.17   EMPLOYEES, INDEPENDENT CONTRACTORS AND CONSULTANTS.  The\nTarget Disclosure Schedule lists all past and all currently effective written or\noral consulting, independent contractor and\/or employment agreements and other\nmaterial agreements concluded with individual employees, independent contractors\nor consultants to which Target is a party.  True and correct copies of all such\nwritten agreements have been provided to Acquiror or its representatives.  All\nindependent contractors have been properly classified as independent contractors\nfor the purposes of federal and applicable state tax laws, laws applicable to\nemployee benefits and other applicable law.  All salaries and wages paid by\nTarget are in compliance in all material respects with applicable federal, state\nand local laws.  Also shown on the Target Disclosure Schedule are the names,\npositions and salaries or rates of pay, including bonuses, of all persons\npresently employed by Target.\n\n\n                                         -22-\n\n\n     Section 3.18   INSURANCE.  The Target Disclosure Schedule contains a list\nof the principal policies of fire, liability and other forms of insurance\ncurrently or previously held by Target, and all claims made by Target under such\npolicies.  To the knowledge of Target, Target has not done anything, either by\nway of action or inaction, that might invalidate such policies in whole or in\npart. There is no claim pending under any of such policies or bonds as to which\ncoverage has been questioned, denied or disputed by the underwriters of such\npolicies or bonds.  All premiums due and payable under all such policies and\nbonds have been paid and Target is otherwise in compliance with the terms of\nsuch policies and bonds in all material respects.  Target has no knowledge of\nany threatened termination of, or material premium increase with respect to, any\nof such policies.\n\n     Section 3.19   ACCOUNTS RECEIVABLE.  Subject to any reserves set forth in\nthe Most Recent Balance Sheet, the accounts receivable shown on the Most Recent\nBalance Sheet represent and will represent bona fide claims against debtors for\nsales and other charges, and are not subject to discount except for normal cash\nand immaterial trade discounts.\n\n     Section 3.20   LITIGATION. There is no private or governmental action,\nsuit, proceeding, claim, arbitration or investigation pending before any agency,\ncourt or tribunal, foreign or domestic, or, to the knowledge of Target,\nthreatened against Target or any of its properties or any of its officers or\ndirectors (in their capacities as such).  There is no judgment, decree or order\nagainst Target, or, to the knowledge of Target, any of its directors or officers\n(in their capacities as such).  To Target's knowledge, no circumstances exist\nthat could reasonably be expected to result in a claim against Target as a\nresult of the conduct of Target's business (including, without limitation, any\nclaim of infringement of any intellectual property right).  The matters\ndescribed in this Section 3.20 include, but are not limited to, those arising\nunder any applicable federal, state and local laws, regulations and agency\ninterpretations of the same relating to the collection and use of user\ninformation gathered in the course of the Company's operations.\n\n     Section 3.21   GOVERNMENTAL AUTHORIZATIONS AND REGULATIONS. Target has\nobtained each federal, state, county, local or foreign governmental consent,\nlicense, permit, grant, or other authorization of a Governmental Entity\n(i) pursuant to which Target currently operates or holds any interest in any of\nits properties or (ii) that is required for the operation of Target's business\nor the holding of any such interest, and all of such authorizations are in full\nforce and effect, except when the failure to obtain such authorization could not\nbe reasonably expected to have a Material Adverse Effect.\n\n     Section 3.22   SUBSIDIARIES.  Target has no Subsidiaries. As used in this\nAgreement, the word \"SUBSIDIARY\" means, with respect to any other party, any\ncorporation or other entity, whether incorporated or unincorporated, of which\n(i) such party or any other Subsidiary of such party is a general partner\n(excluding partnerships, the general partnership interests of which held by such\nparty or any Subsidiary of such party do not have a majority of the voting\ninterest in such partnership) or (ii) at least a majority of the securities or\nother interests having by their terms ordinary voting power to elect a majority\nof the Board of Directors or others performing similar functions with respect to\nsuch corporation or other organization or a majority of the profit interests in\nsuch other organization is directly or indirectly owned or controlled by such\nparty or\n\n\n                                         -23-\n\n\nby any one or more of its Subsidiaries, or by such party and one or more of its\nSubsidiaries.  Target does not own or control (directly or indirectly) any\ncapital stock, bonds or other securities of, and does not have any proprietary\ninterest in, any other corporation, general or limited partnership, firm,\nassociation or business organization, entity or enterprise, and Target does not\ncontrol (directly or indirectly) the management or policies of any other\ncorporation, partnership, firm, association or business organization, entity or\nenterprise.\n\n     Section 3.23   COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS.  Target has\nobtained all permits, licenses and other authorizations which are required under\nfederal, state and local laws applicable to Target and relating to pollution or\nprotection of the environment, including laws or provisions relating to\nemissions, discharges, releases or threatened releases of pollutants,\ncontaminants, or hazardous or toxic materials, substances, or wastes into air,\nsurface water, groundwater, or land, or otherwise relating to the manufacture,\nprocessing, distribution, use, treatment, storage, disposal, transport, or\nhandling of pollutants, contaminants or hazardous or toxic materials,\nsubstances, or wastes or which are intended to assure the safety of employees,\nworkers or other persons, except where the failure to obtain such authorizations\ncould not be reasonably expected to have a Material Adverse Effect.  Target is\nin compliance in all material respects with all terms and conditions of all such\npermits, licenses and authorizations.  There are no conditions, circumstances,\nactivities, practices, incidents, or actions known to Target which could\nreasonably be expected to form the basis of any claim, action, suit, proceeding,\nhearing, or investigation of, by, against or relating to Target, based on or\nrelated to the manufacture, processing, distribution, use, treatment, storage,\ndisposal, transport, or handling, or the emission, discharge, release or\nthreatened release into the environment, of any pollutant, contaminant, or\nhazardous or toxic substance, material or waste, or relating to the safety of\nemployees, workers or other persons.\n\n     Section 3.24   CORPORATE DOCUMENTS.  Target has furnished to Acquiror or\nits representatives:  (a) copies of its Articles of Incorporation and Bylaws, as\namended to date; (b) its minute book containing consents, actions, and meetings\nof the shareholders, the board of directors and any committees thereof; (c) all\nmaterial permits, orders, and consents issued by any regulatory agency with\nrespect to Target, or any securities of Target, and all applications for such\npermits, orders, and consents; and (d) the stock transfer books of Target\nsetting forth all transfers of any capital stock.  The corporate minute books,\nstock certificate books, stock registers and other corporate records of Target\nare complete and accurate, and the signatures appearing on all documents\ncontained therein are the true or facsimile signatures of the persons purporting\nto have signed the same.\n\n     Section 3.25   NO BROKERS.  Neither Target nor, to Target's knowledge, any\nTarget shareholder is obligated for the payment of fees or expenses of any\nbroker, agent or finder in connection with the origin, negotiation or execution\nof this Agreement or the other Transaction Documents or in connection with any\ntransaction contemplated hereby or thereby.\n\n     Section 3.26   POOLING OF INTERESTS.  To Target's knowledge, neither Target\nnor any of its Affiliates has, through the date of this Agreement, taken or\nagreed to take any action which\n\n\n                                         -24-\n\n\nwould prevent Acquiror from accounting for the business combination to be\neffected by the Merger as a pooling of interests.\n\n     Section 3.27   ADVERTISERS, CUSTOMERS AND SUPPLIERS. As of the date hereof,\nno advertiser or other customer which individually accounted for more than 2% of\nTarget's gross revenues during the 12-month period preceding the date hereof,\nand no material supplier of Target, has canceled or otherwise terminated prior\nto the expiration of the contract term, or made any written threat to Target to\ncancel or otherwise terminate its relationship with Target, or has at any time\nduring the 12 month period preceding the date hereof decreased materially its\nservices or supplies to Target in the case of any such supplier, or its usage of\nthe services or products of Target in the case of such customer, and to Target's\nknowledge, no such supplier or customer intends to cancel or otherwise terminate\nits contractual relationship with Target or to decrease materially its services\nor supplies to Target or its usage of the services or products of Target, as the\ncase may be.  Target has not knowingly engaged in any fraudulent conduct with\nrespect to, any customer or supplier or Target.\n\n     Section 3.28   TARGET ACTION.  The Board of Directors of Target, by\nunanimous written consent or at a meeting duly called and held, has by the\nunanimous vote of all directors (i) determined that the Merger is fair and in\nthe best interests of Target and its shareholders, (ii) approved the Merger and\nthis Agreement in accordance with the provisions of California Law, and (iii)\ndirected that this Agreement and the Merger be submitted to Target shareholders\nfor their approval and resolved to recommend that Target shareholders vote in\nfavor of the approval of this Agreement and the Merger.\n\n     Section 3.29   OFFERS.  Target has suspended or terminated, and has the\nlegal right to terminate or suspend, all negotiations and discussions of\nAcquisition Transactions (as defined in Section 5.6) with parties other than\nAcquiror.\n\n     Section 3.30   PRIVACY LAWS AND POLICIES COMPLIANCE.  Target has complied\nwith all applicable federal, state and local laws, regulations and agency\ninterpretations of the same relating to the collection and use of user\ninformation gathered in the course of Target's operations, and Target has at all\ntimes complied with all rules, policies and procedures established by Target\nfrom time to time with respect to the foregoing.\n\n     Section 3.31   DISCLOSURE.  No statements by Target contained in this\nAgreement, its exhibits and schedules nor in any of the certificates or\ndocuments, including any of the Transaction Documents, delivered or required to\nbe delivered by Target to Acquiror or Sub under this Agreement contains any\nuntrue statement of a material fact or omits to state a material fact necessary\nin order to make the statements contained herein or therein not misleading in\nlight of the circumstances under which they were made.\n\n     Section 3.32   FEES AND EXPENSES.  All legal, accounting, investment\nbanking, broker's and finder's fees and expenses incurred by Target or its\nshareholders in connection with the Merger shall not exceed $75,000.\n\n\n                                         -25-\n\n\n                                      ARTICLE IV\n\n                  REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND SUB\n\n     Acquiror and Sub jointly and severally represent and warrant to Target\nthat, except as disclosed in the following documents filed with the Securities\nand Exchange Commission (the \"COMMISSION\"), the statements contained in this\nArticle IV are true and correct: (a) Acquiror's Annual Report on Form 10-K for\nthe fiscal year ended December 31, 1998, as filed with the Commission on\nFebruary 26, 1999, and as amended on April 29, 1999, (b) Acquiror's Quarterly\nReport on Form 10-Q for the quarter ended March 31, 1999, as filed with the\nCommission on May 17, 1999, and (c) Acquiror's Definitive Proxy Materials on\nSchedule 14A as filed with the Commission on April 9, 1999.\n\n     Section 4.1    ORGANIZATION OF ACQUIROR AND SUB.  Each of Acquiror and its\nSubsidiaries, including Sub, is a corporation duly organized, validly existing\nand in good standing under the laws of its respective jurisdiction of\nincorporation and has all requisite corporate power to own, lease and operate\nits property and to carry on its business as now being conducted and is duly\nqualified or licensed to do business and is in good standing in each\njurisdiction in which the failure to be so qualified or licensed would have a\nMaterial Adverse Effect on Acquiror or Sub.  The authorized capital stock of Sub\nconsists of 1,000 shares of Common Stock, all of which are issued and\noutstanding and are held by Acquiror.\n\n     Section 4.2    VALID ISSUANCE OF ACQUIROR COMMON STOCK. The shares of\nAcquiror's  Common Stock, par value of $0.001 per share (\"ACQUIROR COMMON\nSTOCK\"), to be issued pursuant to the Merger will be duly authorized, validly\nissued, fully paid, and non-assessable and issued in compliance with all\napplicable federal or state securities laws.\n\n     Section 4.3    AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS.\n\n             (a)    Each of Acquiror and Sub has all requisite corporate power\nand authority to enter into this Agreement and the other Transaction Documents\nto which it is or will become a party and to consummate the transactions\ncontemplated by this Agreement and such Transaction Documents.  The execution\nand delivery of this Agreement and such Transaction Documents and the\nconsummation of the transactions contemplated by this Agreement and such\nTransaction Documents have been duly authorized by all necessary corporate\naction on the part of Acquiror and Sub.  This Agreement has been and such\nTransaction Documents have been or, to the extent not executed as of the date\nhereof, will be duly executed and delivered by Acquiror and Sub.  This Agreement\nand each of the Transaction Documents to which Acquiror or Sub is a party\nconstitutes, and each of the Transaction Documents to which Acquiror or Sub will\nbecome a party when executed and delivered by Acquiror or Sub will constitute, a\nvalid and binding obligation of Acquiror or Sub, enforceable against Acquiror or\nSub, as the case may be, in accordance with its terms, except to the extent that\nenforceability may be limited by applicable bankruptcy, reorganization,\ninsolvency, moratorium or other laws affecting the enforcement of creditors'\nrights generally and by general principles of equity, regardless of whether such\nenforceability is considered\n\n\n                                         -26-\n\n\n             (b)    The execution and delivery by Acquiror or Sub of this\nAgreement and the Transaction Documents to which it is or will become a party\ndoes not, and consummation of the transactions contemplated by this Agreement or\nthe Transaction Documents to which it is or will become a party will not, (i)\nconflict with, or result in any violation or breach of any provision of the\nArticles of Incorporation or Bylaws of Acquiror or Sub, (ii) result in any\nviolation or breach of, or constitute (with or without notice or lapse of time,\nor both) a default (or give rise to a right of termination, cancellation or\nacceleration of any obligation or loss of any material benefit) under any of the\nterms, conditions or provisions of any note, bond, mortgage, indenture, lease,\ncontract or other agreement, instrument or obligation to which Acquiror or Sub\nis a party or by which either of them or any of their properties or assets may\nbe bound, or (iii) conflict or violate any permit, concession, franchise,\nlicense, judgment, order, decree, statute, law, ordinance, rule or regulation\napplicable to Acquiror or Sub or any of their properties or assets, except in\nthe case of (ii) and (iii) for any such conflicts, violations, defaults,\nterminations, cancellations or accelerations which would not reasonably be\nexpected to have a Material Adverse Effect on Acquiror and its Subsidiaries,\ntaken as a whole.\n\n             (c)    Neither the execution and delivery of this Agreement by\nAcquiror or Sub or the Transaction Documents to which Acquiror or Sub is or will\nbecome a party nor the consummation of the transactions contemplated hereby or\nthereby will require any consent, approval, order or authorization of, or\nregistration, declaration or filing with, any Governmental Entity, except for\n(i) the filing of the Certificate of Merger with the Delaware Secretary of State\nand the filing of the Agreement of Merger with the California Secretary of\nState, (ii) such consents, approvals, orders, authorizations, registrations,\ndeclarations and filings as may be required under applicable federal and state\nsecurities laws and the laws of any foreign country, and (iii) such other\nconsents, authorizations, filings, approvals and registrations which, if not\nobtained or made, could reasonably be expected to have a Material Adverse Effect\non Acquiror and its Subsidiaries, taken as a whole.\n\n     Section 4.4    COMMISSION FILINGS; FINANCIAL STATEMENTS.\n\n             (a)    Acquiror has filed with the Commission and made available to\nTarget or its representatives all forms, reports and documents required to be\nfiled by Acquiror with the Commission since March 31, 1997 (collectively, the\n\"ACQUIROR COMMISSION REPORTS\").  The Acquiror Commission Reports (i) at the time\nfiled, complied in all material respects with the applicable requirements of the\nSecurities Act of 1933, as amended, (the \"SECURITIES ACT\"), and the Exchange\nAct, as the case may be, and (ii) did not at the time they were filed (or if\namended or superseded by a filing prior to the date of this Agreement, then on\nthe date of such filing) contain any untrue statement of a material fact or omit\nto state a material fact required to be stated in such Acquiror Commission\nReports or necessary in order to make the statements in such Acquiror Commission\nReports, in the light of the circumstances under which they were made, not\nmisleading.\n\n             (b)    Each of the financial statements (including, in each case,\nany related notes) contained in the Acquiror Commission Reports, including any\nAcquiror Commission Reports filed after the date of this Agreement until the\nClosing, complied or will comply as to\n\n\n                                         -27-\n\n\nform in all material respects with the applicable published rules and\nregulations of the Commission with respect thereto, was prepared in accordance\nwith generally accepted accounting principles applied on a consistent basis\nthroughout the periods involved (except as may be indicated in the notes to such\nfinancial statements or, in the case of unaudited statements, as permitted by\nForm 10-Q of the Commission) and fairly presented the consolidated financial\nposition of Acquiror and its Subsidiaries as at the respective dates and the\nconsolidated results of its operations and cash flows for the periods indicated,\nexcept that the unaudited interim financial statements were or are subject to\nnormal and recurring year-end adjustments which were not or are not expected to\nbe material in amount.\n\n     Section 4.5    COMPLIANCE WITH LAWS.  Acquiror has complied with, is not in\nviolation of, and has not received any notices of violation with respect to, any\nfederal, state or local statute, law or regulation with respect to the conduct\nof its business, or the ownership or operation of its business, except for\nfailures to comply or violations which, in the aggregate, would not reasonably\nbe expected to have a Material Adverse Effect on Acquiror and its Subsidiaries,\ntaken as a whole.\n\n     Section 4.6    POOLING OF INTERESTS.  To its knowledge, neither Acquiror\nnor any of its affiliates has taken or agreed to take any action which would\nprevent Acquiror from accounting for the business combination to be effected by\nthe Merger as a pooling of interests.\n\n     Section 4.7    INTERIM OPERATIONS OF SUB.  Sub was formed solely for the\npurpose of engaging in the transactions contemplated by this Agreement, has\nengaged in no other business activities and has conducted its operations only as\ncontemplated by this Agreement.\n\n     Section 4.8    STOCKHOLDERS CONSENT.  No consent or approval of the\nstockholders of Acquiror is required or necessary for Acquiror to enter into\nthis Agreement or the Transaction Documents or to consummate the transactions\ncontemplated hereby and thereby.\n\n     Section 4.9    ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since March 31, 1999,\nAcquiror and its Subsidiaries have conducted their business in the ordinary\ncourse and, since such date, there has not been any Material Adverse Change with\nrespect to Acquiror and any of its Subsidiaries, taken as a whole.\n\n     Section 4.10   DISCLOSURE.  No statements by Acquiror contained in this\nAgreement, its exhibits and schedules, or any of the certificates or documents,\nincluding any of the Transaction Documents, required to be delivered by Acquiror\nor Sub to Target under this Agreement contain any untrue statement of material\nfact or omits to state a material fact necessary in order to make the statements\ncontained herein or therein not misleading in light of the circumstances under\nwhich they were made.\n\n\n                                         -28-\n\n\n                                      ARTICLE V\n\n                            PRECLOSING COVENANTS OF TARGET\n\n     Section 5.1    APPROVAL OF TARGET SHAREHOLDERS.  The information supplied\nby Target for inclusion in the information statement to be sent to the\nshareholders of Target in connection with the meeting of Target shareholders to\nconsider the Merger (the \"TARGET SHAREHOLDERS MEETING\") or in connection with\nany written consent of shareholders of Target (such information statement as\namended or supplemented is referred to herein as the \"INFORMATION STATEMENT\")\nshall not, on the date the Information Statement is first mailed to Target\nshareholders, at the time of the Target Shareholders Meeting, or written consent\nof shareholders and at the Effective Time, contain any statement which is false\nor misleading with respect to any material fact, or omit to state any material\nfact necessary in order to make the statements made therein, in light of the\ncircumstances under which they are made, not false or misleading.\nNotwithstanding the foregoing, Target makes no representation, warranty or\ncovenant with respect to any information supplied by Acquiror or Sub which is\ncontained in any of the foregoing documents, whether such information is\nincorporated directly into the foregoing documents or forms the basis for\ninformation provided by Target.  Prior to the Closing Date and at the earliest\npracticable date following the date hereof, Target will solicit written consents\nfrom its shareholders seeking, or hold a Target Shareholders Meeting for the\npurpose of seeking, approval of this Agreement, the Merger and related matters.\nIf Target holds a Target Shareholders Meeting, the Board of Directors of Target\nwill solicit proxies from Target's shareholders to vote such shareholders'\nshares at the Target Shareholders Meeting.  In soliciting such written consent\nor proxies, the Board of Directors of Target will (subject to satisfying its\nfiduciary obligations to the shareholders of Target) recommend to the\nshareholders of Target that they approve this Agreement and the Merger and shall\nuse its reasonable efforts to obtain the approval of the shareholders of Target\nentitled to vote on or consent to this Agreement and the Merger in accordance\nwith California Law and Target's Articles of Incorporation and Bylaws.  Target\nwill prepare as soon as reasonably practicable the Information Statement in form\nand substance reasonably acceptable to Acquiror, with respect to the\nsolicitation of written consents and\/or proxies from the shareholders of Target\nto approve this Agreement, the Merger and related matters.  The Information\nStatement shall be in such form and contain such information that the Acquiror\nbelieves meets the requirements of Section 4(2) and\/or Regulation D under the\nSecurities Act in connection with the issuance of shares of Acquiror Common\nStock in the Merger and that Acquiror believes will comply in all material\nrespects with all applicable requirements of law and the rules and regulations\npromulgated thereunder.  The Information Statement shall include as an\nattachment an Investment Agreement, in substantially the form attached hereto as\nEXHIBIT D (an \"INVESTMENT AGREEMENT\"), to be completed by each shareholder of\nTarget and delivered to Acquiror for purposes of confirming the availability of\nan exemption from registration under the Securities Act for the issuance by\nAcquiror of shares of Acquiror Common Stock in the Merger.  As soon as\npracticable after the execution of this Agreement, Target will distribute the\nInformation Statement to the shareholders of Target.  Whenever any event occurs\nwhich should be set forth in an amendment or supplement to the Information\nStatement, Target or Acquiror, as the case may be, will promptly inform the\nother of such occurrence and cooperate in making any appropriate amendment or\nsupplement, and\/or\n\n\n                                         -29-\n\n\nmailing to shareholders of Target, such amendment or supplement.  The\nInformation Statement will include the recommendation of the Board of Directors\nof Target in favor of adoption and approval of this Agreement and approval of\nthe Merger.\n\n     Section 5.2    ADVICE OF CHANGES.  Target will promptly advise Acquiror in\nwriting of any event occurring subsequent to the date of this Agreement which\nwould render any representation or warranty of Target contained in this\nAgreement, if made on or as of the date of such event or the Closing Date,\nuntrue or inaccurate in any material respect.\n\n     Section 5.3    OPERATION OF BUSINESS.  During the period from the date of\nthis Agreement and continuing until the earlier of the termination of the\nAgreement or the Effective Time, Target agrees (except to the extent that\nAcquiror shall otherwise consent in writing) to carry on its business in the\nusual, regular and ordinary course in substantially the same manner as\npreviously conducted, to pay its debts and taxes when due, subject to good faith\ndisputes over such debts or taxes, to pay or perform other obligations when due,\nand, to the extent consistent with such business, use all reasonable efforts\nconsistent with past practices and policies to preserve intact its present\nbusiness organization, keep available the services of its present officers and\nkey employees and preserve its relationships with customers, suppliers,\ndistributors, licensors, licensees, and others having business dealings with it,\nto the end that its goodwill and ongoing businesses would be unimpaired at the\nEffective Time.  Target shall promptly notify Acquiror of any event or\noccurrence not in the ordinary course of business of Target.  Except as\nexpressly contemplated by this Agreement, Target shall not, without the prior\nwritten consent of Acquiror:\n\n             (a)    accelerate, amend or change the period of exercisability or\nthe vesting schedule of restricted stock granted under any employee stock plan\nor agreements or authorize cash payments in exchange for any options granted\nunder any of such plans except as specifically required by the terms of such\nplans or any related agreements or any such agreements in effect as of the date\nof this Agreement and disclosed in the Target Disclosure Schedule;\n\n             (b)    declare or pay any dividends on or make any other\ndistributions (whether in cash, stock or property) in respect of any of its\ncapital stock, or split, combine or reclassify any of its capital stock or issue\nor authorize the issuance of any other securities in respect of, in lieu of or\nin substitution for shares of capital stock of such party, or purchase or\notherwise acquire, directly or indirectly, any shares of its capital stock\nexcept from former employees, directors and consultants in accordance with\nagreements providing for the repurchase of shares in connection with any\ntermination of service by such party;\n\n             (c)    issue, deliver or sell or authorize or propose the issuance,\ndelivery or sale of, or purchase or propose the purchase of, any shares of its\ncapital stock or securities convertible into shares of its capital stock, or\nsubscriptions, rights, warrants or options to acquire, or other agreements or\ncommitments of any character obligating it to issue any such shares or other\nconvertible securities, other than (i) the issuance of (A) shares of Target\nCommon Stock issuable upon exercise of Target Options, which are outstanding on\nthe date of this Agreement or (B) shares of Target Common Stock issuable upon\nconversion of shares of Target Preferred Stock or\n\n\n                                         -30-\n\n\n(ii) the repurchase of shares of Common Stock from terminated Target employees\npursuant to the terms of outstanding stock restriction or similar agreements;\n\n             (d)    acquire or agree to acquire by merging or consolidating\nwith, or by purchasing a substantial equity interest in or substantial portion\nof the assets of, or by any other manner, any business or any corporation,\npartnership or other business organization or division, or otherwise acquire or\nagree to acquire any assets;\n\n             (e)    sell, lease, license or otherwise dispose of any of its\nproperties or assets which are material, individually or in the aggregate, to\nthe business of Target, except in the ordinary course of business;\n\n             (f)    (i) except as set forth on the Target Disclosure Schedule,\nincrease or agree to increase the compensation payable or to become payable to\nits officers or employees, (ii) except as set forth on the Target Disclosure\nSchedule, grant any additional severance or termination pay to, or enter into\nany employment or severance agreements with, officers, (iii) grant any severance\nor termination pay to, or enter into any employment or severance agreement, with\nany non-officer employee, (iv) enter into any collective bargaining agreement,\nor (v) establish, adopt, enter into or amend in any material respect any bonus,\nprofit sharing, thrift, compensation, stock option, restricted stock, pension,\nretirement, deferred compensation, employment, termination, severance or other\nplan, trust, fund, policy or arrangement for the benefit of any directors,\nofficers or employees;\n\n             (g)    revalue any of its assets, including writing down the value\nof inventory or writing off notes or accounts receivable;\n\n             (h)    incur any indebtedness for borrowed money or guarantee any\nsuch indebtedness or issue or sell any debt securities or warrants or rights to\nacquire any debt securities or guarantee any debt securities of others;\n\n             (i)    amend or propose to amend its Articles of Incorporation or\nBylaws;\n\n             (j)    incur or commit to incur any capital expenditures in excess\nof $50,000 in the aggregate or in excess of $10,000 as to any individual matter;\n\n             (k)    lease, license, sell, transfer or encumber or permit to be\nencumbered any asset, Target Proprietary Right or other property associated with\nthe business of Target (including sales or transfers to Affiliates of Target);\n\n             (1)    enter into any lease or contract for the purchase or sale of\nany property, real or personal, except in the ordinary course of business;\n\n             (m)    fail to maintain its equipment and other assets in good\nworking condition and repair according to the standards it has maintained up to\nthe date of this Agreement, subject only to ordinary wear and tear;\n\n\n                                         -31-\n\n\n             (n)    change accounting methods;\n\n             (o)    amend or terminate any material contract, agreement or\nlicense to which it is a party except in the ordinary course of business;\n\n             (p)    loan any amount to any person or entity, or guaranty or act\nas a surety for any obligation other than receivables generated in the ordinary\ncourse of business;\n\n             (q)    waive or release any material right or claim, except in the\nordinary course of business;\n\n             (r)    make or change any Tax or accounting election, change any\nannual accounting period, adopt or change any accounting method, file any\namended Return, enter into any closing agreement, settle any Tax claim or\nassessment relating to Target, surrender any right to claim refund of Taxes,\nconsent to any extension or waiver of the limitation period applicable to any\nTax claim or assessment relating to Target, or take any other action or omit to\ntake any action that would have the effect of increasing the Tax liability of\nTarget or Acquiror;\n\n             (s)    take any action or fail to take any action that would cause\nthere to be a Material Adverse Change with respect to Target;\n\n             (t)    enter into any agreement outside of the ordinary course of\nbusiness in which the obligation of Target exceeds $10,000 or shall not\nterminate or be subject to termination for convenience within 60 days following\nexecution;\n\n             (u)    enter into any agreement not in the ordinary course of\nbusiness (including without limitation any material licenses to information or\ndatabases, any OEM agreements, any exclusive agreements of any kind, or any\nagreements providing for obligations that would extend beyond 180 days of the\ndate of this Agreement); or\n\n             (v)    take, or agree in writing or otherwise to take, any of the\nactions described in Sections (a) through (u) above, or any action which is\nreasonably likely to make any of Target's representations or warranties\ncontained in this Agreement untrue or incorrect in any material respect on the\ndate made (to the extent so limited) or as of the Effective Time.\n\nNotwithstanding any of the foregoing, in the event the Closing does not occur by\nJune 4, 1999, Target and Acquiror shall negotiate a new budget relating to\ninterim operation of Target and specific actions that may need to be taken by\nTarget mutually acceptable to both parties.\n\n     Section 5.4    ACCESS TO INFORMATION.  Until the Closing, Target shall\nallow Acquiror and its agents reasonable free access during normal business\nhours upon reasonable notice to its files, books, records, and offices,\nincluding, without limitation, any and all information relating to taxes,\ncommitments, contracts, leases, licenses, and personal property and financial\ncondition.  Until the Closing, Target shall cause its accountants to cooperate\nwith Acquiror and its agents in making available all financial information\nrequested, including without limitation the right to examine all working papers\npertaining to all financial statements prepared or audited by such\n\n\n                                         -32-\n\n\naccountants.  No information or knowledge obtained in any investigation pursuant\nto this Section shall affect or be deemed to modify any representation or\nwarranty contained in this Agreement or its exhibits and schedules.  All such\naccess shall be subject to the terms of the Confidentiality Agreement (as\ndefined in Section 7.1).\n\n     Section 5.5    SATISFACTION OF CONDITIONS PRECEDENT.  Target will use its\nreasonable best efforts to satisfy or cause to be satisfied all the conditions\nprecedent which are set forth in Sections 8.1 and 8.2, and Target will use its\nreasonable best efforts to cause the transactions contemplated by this Agreement\nto be consummated, and, without limiting the generality of the foregoing, to\nobtain all consents and authorizations of third parties and to make all filings\nwith, and give all notices to, third parties which may be necessary or\nreasonably required on its part in order to effect the transactions contemplated\nby this Agreement.  Target shall use its best efforts to obtain any and all\nconsents necessary with respect to those Material Contracts listed on\nSchedule 5.5 of the Target Disclosure Schedule in connection with the Merger\n(the \"MATERIAL CONSENTS\").\n\n     Section 5.6    OTHER NEGOTIATIONS.  Following the date hereof and until\ntermination of this Agreement pursuant to Section 9.1, Target will not (and it\nwill not permit any of its officers, directors, employees, agents and Affiliates\non its behalf to) take any action to solicit, initiate, seek, encourage or\nsupport any inquiry, proposal or offer from, furnish any information to, or\nparticipate in any negotiations with, any corporation, partnership, person or\nother entity or group (other than Acquiror) regarding any acquisition of Target,\nany merger or consolidation with or involving Target, or any acquisition of any\nmaterial portion of the stock or assets of Target or any material license of\nTarget Proprietary Rights (any of the foregoing being referred to in this\nAgreement as an \"ACQUISITION TRANSACTION\") or enter into an agreement concerning\nany Acquisition Transaction with any party other than Acquiror.  If between the\ndate of this Agreement and the termination of this Agreement pursuant to Section\n9.1, Target receives from a third party any offer or indication of interest\nregarding any Acquisition Transaction, or any request for information regarding\nany Acquisition Transaction, Target shall (i) notify Acquiror immediately\n(orally and in writing) of such offer, indication of interest or request,\nincluding the identity of such party and the full terms of any proposal therein,\nand (ii) notify such third party of Target's obligations under this Agreement.\n\n                                      ARTICLE VI\n\n                  PRECLOSING AND OTHER COVENANTS OF ACQUIROR AND SUB\n\n     Section 6.1    ADVICE OF CHANGES.  Acquiror and Sub will promptly advise\nTarget in writing of any event occurring subsequent to the date of this\nAgreement which would render any representation or warranty of Acquiror or Sub\ncontained in this Agreement, if made on or as of the date of such event or the\nClosing Date, untrue or inaccurate in any material respect.\n\n     Section 6.2    RESERVATION OF ACQUIROR COMMON STOCK.  Acquiror shall\nreserve for issuance, out of its authorized but unissued capital stock, the\nmaximum number of shares of Acquiror Common Stock as may be issuable upon\nconsummation of the Merger.\n\n\n                                         -33-\n\n\n     Section 6.3    SATISFACTION OF CONDITIONS PRECEDENT.  Acquiror and Sub will\nuse their reasonable best efforts to satisfy or cause to be satisfied all the\nconditions precedent which are set forth in Sections 8.1 and 8.3, and Acquiror\nand Sub will use their reasonable best efforts to cause the transactions\ncontemplated by this Agreement to be consummated, and, without limiting the\ngenerality of the foregoing, to obtain all consents and authorizations of third\nparties and to make all filings with, and give all notices to, third parties\nwhich may be necessary or reasonably required on its part in order to effect the\ntransactions contemplated hereby.\n\n     Section 6.4     NASDAQ NATIONAL MARKET LISTING.  Acquiror shall cause the\nshares of Acquiror Common Stock issuable to the shareholders of Target in the\nMerger and to the holders of assumed Target Options to be authorized for listing\non the Nasdaq National Market.\n\n     Section 6.5    STOCK OPTIONS.\n\n             (a)    At the Effective Time, each outstanding Target Option under\nthe Target Option Plan, whether vested or unvested, shall be assumed by Acquiror\nand deemed to constitute an option (an \"ACQUIROR OPTION\") to acquire, on the\nsame terms and conditions as were applicable under the Target Option, the same\nnumber of shares of Acquiror Common Stock as the holder of such Target Option\nwould have been entitled to receive pursuant to the Merger had such holder\nexercised such option in full immediately prior to the Effective Time (rounded\ndown to the nearest whole number), at a price per share (rounded up to the\nnearest whole cent) equal to (i) the aggregate exercise price for the shares of\nTarget Common Stock otherwise purchasable pursuant to such Target Option divided\nby (ii) the number of full shares of Acquiror Common Stock deemed purchasable\npursuant to such Acquiror Option in accordance with the foregoing; PROVIDED,\nHOWEVER, that, in the case of any Target Option to which Section 422 of the Code\napplies (\"INCENTIVE STOCK OPTIONS\"), the option price, the number of shares\npurchasable pursuant to such option and the terms and conditions of exercise of\nsuch option shall be determined in order to comply with Section 424(a) of the\nCode.  In connection with the assumption by Acquiror of the Target Options\npursuant to this Section 6.5(a), Target shall be deemed to have assigned to\nAcquiror, effective at the Effective Time, Target's right to repurchase unvested\nshares of Target Common Stock issuable upon the exercise of the Target Options\nor previously issued upon the exercise of options granted under the Target\nOption Plan, in accordance with the terms of the Target Option Plan and the\nrelated stock option agreements and stock purchase agreements entered into under\nthe Target Option Plan.\n\n             (b)    As soon as practicable after the Effective Time, Acquiror\nshall deliver to the participants in the Target Option Plan appropriate notice\nsetting forth such participants' rights pursuant thereto and the grants pursuant\nto the Target Option Plan shall continue in effect on the same terms and\nconditions (subject to the adjustments required by this Section 6.5 after giving\neffect to the Merger).  Acquiror shall comply with the terms of the Target\nOption Plan and the parties intend that, to the extent required by, and subject\nto the provisions of, such Target Option Plan and Sections 422 and 424(a) of the\nCode, that Target Options which qualified as incentive stock options prior the\nEffective Time continue to qualify as incentive stock options after the\nEffective Time, and this provision shall be interpreted consistent with that\nintent.\n\n\n                                         -34-\n\n\n             (c)    Acquiror shall take all corporate action necessary to\nreserve for issuance a sufficient number of shares of Acquiror Common Stock for\ndelivery upon exercise of Target Options assumed in accordance with this Section\n6.5.  As soon as practicable after the Effective Time and in any event no later\nthan twenty (20) business days after the Closing Date, Acquiror shall file a\nregistration statement on Form S-8 (or any successor or other appropriate forms)\nunder the Securities Act or another appropriate form with respect to the shares\nof Acquiror Common Stock subject to such options and shall use its best efforts\nto maintain the effectiveness of such registration statement or registration\nstatements (and maintain the current status of the prospectus or prospectuses\ncontained therein) for so long as such options remain outstanding.\n\n     Section 6.6    REGISTRATION OF SHARES ISSUED IN THE MERGER.\n\n             (a)    REGISTRABLE SHARES.  For purposes of this Agreement,\n\"REGISTRABLE SHARES\" shall mean the shares of Acquiror Common Stock issued in\nthe Merger, including any and all Escrow Shares, but excluding shares of\nAcquiror Common Stock issued in the Merger that have been sold or otherwise\ntransferred by the shareholders of Target who initially received such shares in\nthe Merger prior to the effective date of the Registration Statement (as defined\nbelow) (collectively, the \"HOLDERS\"); provided however, that a distribution of\nshares of Acquiror Common Stock issued in the Merger without additional\nconsideration, to underlying beneficial owners (such as the general and limited\npartners, shareholders or trust beneficiaries of a Holder) shall not be deemed\nsuch a sale or transfer for purposes of this Section 6.6 and such underlying\nbeneficial owners shall be entitled to the same rights under this Section 6.6 as\nthe initial Holder from which the Registrable Shares were received and shall be\ndeemed a Holder for the purposes of this Section 6.6.\n\n             (b)    REQUIRED REGISTRATION.  Acquiror shall (i) prepare and file\nwith the Commission a registration statement on Form S-3 (or such successor or\nother appropriate form) under the Securities Act with respect to the Registrable\nShares (the \"REGISTRATION STATEMENT\") no later than twenty (20) business days\nfollowing the Closing Date and (ii) use its reasonable best efforts to have such\nregistration statement declared effective by the Commission as soon as possible\nthereafter but in any event on or before the expiration of the lock-up period\napplicable to certain Former Target Shareholders for purposes of preserving\n\"pooling of interests\" accounting treatment for the Merger, and shall effect all\nsuch registrations, qualifications and compliances (including, without\nlimitation, obtaining appropriate qualifications under applicable state\nsecurities or \"blue sky\" laws and compliance with any other applicable\ngovernmental requirements or regulations) as any selling Holder may reasonably\nrequest and that would permit or facilitate the sale of all Registrable Shares\n(provided however that Acquiror shall not be required in connection therewith to\nqualify to do business or to file a general consent to service of process in any\nsuch state or jurisdiction), and in each case Acquiror will use its best efforts\nto cause such Registration Statement and all other such registrations,\nqualifications and compliances to become effective as soon as practicable\nthereafter.\n\n\n                                         -35-\n\n\n             (c)    EFFECTIVENESS; SUSPENSION RIGHT.\n\n                    (i)   Acquiror will use its best efforts to maintain the\neffectiveness of the Registration Statement and other applicable registrations,\nqualifications and compliances for up to one (1) year from the Closing Date (the\n\"REGISTRATION EFFECTIVE PERIOD\"), and from time to time will amend or supplement\nthe Registration Statement and the prospectus contained therein as and to the\nextent necessary to comply with the Securities Act, the Exchange Act and any\napplicable state securities statute or regulation, subject to the following\nlimitations and qualifications.\n\n                    (ii)  Following the date on which the Registration\nStatement is first declared effective, the Holders will be permitted (subject in\nall cases to the terms of the Shareholders Agreements and to Section 6.7 below)\nto offer and sell Registrable Shares during the Registration Effective Period in\nthe manner described in the Registration Statement provided that the\nRegistration Statement remains effective and has not been suspended.\n\n                    (iii) Notwithstanding any other provision of this Section\n6.6 but subject to Section 6.7, Acquiror shall have the right at any time to\nrequire that all Holders suspend further open market offers and sales of\nRegistrable Shares whenever, and for so long as, in the reasonable judgment of\nAcquiror after consultation with counsel there is or may be in existence\nmaterial undisclosed information or events with respect to Acquiror (the\n\"SUSPENSION RIGHT\").  In the event Acquiror exercises the Suspension Right, such\nsuspension will continue for the period of time reasonably necessary for\ndisclosure to occur at a time that is not detrimental to Acquiror and its\nshareholders or until such time as the information or event is no longer\nmaterial, each as determined in good faith by Acquiror after consultation with\ncounsel.  Acquiror will promptly give the Holders notice of any such suspension\nand will use all reasonable efforts to minimize the length of the suspension.\n\n             (d)    EXPENSES.  The costs and expenses to be borne by Acquiror\nfor purposes of this Section 6.6 shall include, without limitation, printing\nexpenses (including a reasonable number of prospectuses for circulation by the\nselling Holders), legal fees and disbursements of counsel for Acquiror, \"blue\nsky\" expenses, accounting fees and filing fees, but shall not include\nunderwriting commissions or similar charges, or any legal fees and disbursements\nof counsel for the selling Holders.\n\n             (e)    INDEMNIFICATION.\n\n                    (i)   To the extent permitted by law, Acquiror will\nindemnify and hold harmless each Holder, any underwriter (as defined in the\nSecurities Act) for such Holder, its officers, directors, shareholders or\npartners and each person, if any, who controls such Holder or underwriter within\nthe meaning of the Securities Act or the Exchange Act, against any losses,\nclaims, damages, or liabilities (joint or several) to which they may become\nsubject under the Securities Act, the Exchange Act or other federal or state\nlaw, insofar as such losses, claims, damages, or liabilities (or actions in\nrespect thereof) arise out of or are based upon any of the\n\n\n                                         -36-\n\n\nfollowing statements, omissions or violations (collectively a \"VIOLATION\"):\n(A) any untrue statement or alleged untrue statement of a material fact\ncontained in the Registration Statement, including any preliminary prospectus or\nfinal prospectus contained therein or any amendments or supplements thereto,\n(B) the omission or alleged omission to state therein a material fact required\nto be stated therein, or necessary to make the statements therein not\nmisleading, or (C) any violation or alleged violation by Acquiror of the\nSecurities Act, the Exchange Act, any state securities law or any rule or\nregulation promulgated under the Securities Act, the Exchange Act or any state\nsecurities law; and Acquiror will pay to each such Holder (and its officers,\ndirectors, shareholders or partners), underwriter or controlling person, any\nlegal or other expenses reasonably incurred by them in connection with\ninvestigating or defending any such loss, claim, damage, liability, or action;\nprovided, however, that the indemnity agreement contained in this\nSection 6.6(e)(i) shall not apply to amounts paid in settlement of any such\nloss, claim, damage, liability, or action if such settlement is effected without\nthe consent of Acquiror; nor shall Acquiror be liable in any such case for any\nsuch loss, claim, damage, liability, or action to the extent that it arises out\nof or is based upon (a) a Violation which occurs in reliance upon and in\nconformity with written information furnished expressly for use in the\nRegistration Statement by any such Holder, or (b) a Violation that would not\nhave occurred if such Holder had delivered to the purchaser the version of the\nProspectus most recently made available by Acquiror to the Holder as of the date\nof such sale.\n\n                    (ii)  To the extent permitted by law, each selling Holder\nwill indemnify and hold harmless Acquiror, each of its directors, each of its\nofficers who has signed the Registration Statement, each person, if any, who\ncontrols Acquiror within the meaning of the Securities Act, any underwriter, any\nother Holder selling securities pursuant to the Registration Statement and any\ncontrolling person of any such underwriter or other Holder, against any losses,\nclaims, damages, or liabilities (joint or several) to which any of the foregoing\npersons may become subject, under the Securities Act, the Exchange Act or other\nfederal or state law, insofar as such losses, claims, damages, or liabilities\n(or actions in respect thereto) arise out of or are based upon any Violation\n(which includes without limitation the failure of the Holder to comply with the\nprospectus delivery requirements under the Securities Act, and the failure of\nthe Holder to deliver the most current prospectus made available by Acquiror\nprior to such sale), in each case to the extent (and only to the extent) that\nsuch Violation occurs in reliance upon and in conformity with written\ninformation furnished by such Holder expressly for use in the Registration\nStatement or such Violation is caused by the Holder's failure to deliver to the\npurchaser of the Holder's Registrable Shares the most current version of the\nprospectus (or amendment or supplement thereto) that had been made available to\nthe Holder by Acquiror; and each such Holder will pay any legal or other\nexpenses reasonably incurred by any person intended to be indemnified pursuant\nto this Section 6.6(e)(ii) in connection with investigating or defending any\nsuch loss, claim, damage, liability, or action; provided, however, that the\nindemnity agreement contained in this Section 6.6(e)(ii) shall not apply to\namounts paid in settlement of any such loss, claim, damage, liability or action\nif such settlement is effected without the consent of the Holder.  The aggregate\nindemnification and contribution liability of each Holder under this Section\n6.6(e)(ii) shall not exceed the net proceeds received by such Holder in\nconnection with sale of shares pursuant to the Registration Statement.\n\n\n                                         -37-\n\n\n                    (iii) Each person entitled to indemnification under this\nSection 6.6(e) (for purposes of this Section 6.6(e), the \"INDEMNIFIED PARTY\")\nshall give notice to the party required to provide indemnification (the\n\"INDEMNIFYING PARTY\") promptly after such Indemnified Party has actual knowledge\nof any claim as to which indemnity may be sought and shall permit the\nIndemnifying Party to assume the defense of any such claim and any litigation\nresulting therefrom, PROVIDED that counsel for the Indemnifying Party who\nconducts the defense of such claim or any litigation resulting therefrom shall\nbe approved by the Indemnified Party (whose approval shall not unreasonably be\nwithheld), and the Indemnified Party may participate in such defense at such\nparty's expense, and PROVIDED FURTHER that the failure of any Indemnified Party\nto give notice as provided herein shall not relieve the Indemnifying Party of\nits obligations under this Section 6.6 unless the Indemnifying Party is\nmaterially prejudiced thereby.  No Indemnifying Party, in the defense of any\nsuch claim or litigation, shall (except with the consent of each Indemnified\nParty) consent to entry of any judgment or enter into any settlement that does\nnot include as an unconditional term thereof the giving by the claimant or\nplaintiff to such Indemnified Party of a release from all liability in respect\nto such claim or litigation.  Each Indemnified Party shall furnish such\ninformation regarding itself or the claim in question as an Indemnifying Party\nmay reasonably request in writing and as shall be reasonably required in\nconnection with the defense of such claim and litigation resulting therefrom.\n\n                    (iv)  To the extent that the indemnification provided for\nin this Section 6.6(e) is held by a court of competent jurisdiction to be\nunavailable to an Indemnified Party with respect to any loss, liability, claim,\ndamage or expense referred to herein, then the Indemnifying Party, in lieu of\nindemnifying such Indemnified Party hereunder, shall contribute to the amount\npaid or payable by such Indemnified Party as a result of such loss, liability,\nclaim, damage or expense in such proportion as is appropriate to reflect the\nrelative fault of the Indemnifying Party on the one hand and of the Indemnified\nParty on the other in connection with the statements or omissions which resulted\nin such loss, liability, claim, damage or expense, as well as any other relevant\nequitable considerations.  The relative fault of the Indemnifying Party and of\nthe Indemnified Party shall be determined by reference to, among other things,\nwhether the untrue or alleged untrue statement of a material fact or the\nomission or alleged omission to state a material fact relates to information\nsupplied by the Indemnifying Party or by the Indemnified Party and the parties'\nrelative intent, knowledge, access to information and opportunity to correct or\nprevent such statement or omission.\n\n     Section 6.7    PROCEDURES FOR SALE OF SHARES UNDER REGISTRATION STATEMENT.\n\n             (a)    NOTICE AND APPROVAL.  If any Holder shall propose to sell\nany Registrable Shares pursuant to the Registration Statement, it shall notify\nAcquiror of its intent to do so (including the proposed manner and timing of all\nsales) at least two (2) full trading days prior to such sale, and the provision\nof such notice to Acquiror shall conclusively be deemed to reestablish and\nreconfirm an agreement by such Holder to comply with the registration provisions\nset forth in this Agreement.  Unless otherwise specified in such notice, such\nnotice shall be deemed to constitute a representation that any information\npreviously supplied by such Holder expressly for inclusion in the Registration\nStatement (as the same may have been superseded by subsequent such information)\nis accurate as of the date of such notice.  At any\n\n\n                                         -38-\n\n\ntime within such two (2) trading-day period, Acquiror may delay, consistent with\nAcquiror's obligations under Section 6.6(c)(iii) to minimize any delay, the\nresale by such Holder of any Registrable Shares pursuant to the Registration\nStatement only if a sale pursuant to the Registration Statement in its then\ncurrent form without the addition of material, non-public information about\nAcquiror could reasonably constitute a violation of the federal securities laws;\nPROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a\ncertificate in writing to the Holder to such effect.  Notwithstanding the\nforegoing, Acquiror will ensure that in any event the Holders shall have at\nleast twenty (20) trading days (prorated for partial quarters) available to sell\nRegistrable Shares during each calendar quarter (or portion thereof) during the\nRegistration Effective Period.\n\n             (b)    DELIVERY OF PROSPECTUS.  For any offer or sale of any of the\nRegistrable Shares by a Holder in a transaction that is not exempt under the\nSecurities Act, the Holder, in addition to complying with any other federal\nsecurities laws, shall deliver a copy of the final prospectus (or amendment of\nor supplement to such prospectus) of Acquiror covering the Registrable Shares in\nthe most recent form made available to the Holder by Acquiror to the purchaser\nof any of the Registrable Shares on or before the settlement date for the\npurchase of such Registrable Shares.\n\n             (c)    COPIES OF PROSPECTUSES.  Subject to the provisions of this\nSection 6.7, when a Holder is entitled to sell and gives notice of its intent to\nsell Registrable Shares pursuant to the Registration Statement, Acquiror shall,\nwithin two (2) trading days following the request, make available to such Holder\na reasonable number of copies of a supplement to or an amendment of such\nprospectus as may be necessary so that, as thereafter delivered to the\npurchasers of such Registrable Shares, such prospectus shall not as of the date\nof delivery to the Holder include an untrue statement of a material fact or omit\nto state a material fact required to be stated therein or necessary to make the\nstatements therein not misleading or incomplete in the light of the\ncircumstances then existing.\n\n             (d)    THIRD-PARTY BENEFICIARIES.  Each Former Target Shareholder\nis an intended third-party beneficiary of the covenants of Acquiror contained in\nSections 6.6 and 6.7 and is entitled to enforce such covenants in a dispute with\nAcquiror.\n\n     Section 6.8    CERTAIN EMPLOYEE BENEFIT MATTERS.  From and after the\nEffective Time, employees of Target at the Effective Time will be provided with\nemployee benefits by the Surviving Corporation or Acquiror which in the\naggregate are no less favorable to such employees than those provided from time\nto time by Acquiror to similarly situated employees.  If any employee of Target\nbecomes a participant in any employee benefit plan, program, policy or\narrangement of Acquiror, such employee shall be given credit for all service\nprior to the Effective Time with Target to the extent permissible under such\nplan, program, policy or arrangement as of the date of this Agreement.  Acquiror\nagrees to pay all rear-end load fees, surrender charges, termination fees or\nexpenses and all other similar costs, fees or expenses incurred by Target in\nconnection with the termination of Target's guaranteed investment contract\nunderlying Target's 401(k) Plan; provided, however, that if such fees, charges\nand expenses exceed $15,000 in the aggregate, Acquiror may present a claim for\nreimbursement to the Escrow\n\n\n                                         -39-\n\n\nAgent (as defined in Section 10.2 below) for any amounts that exceed $15,000.\nEmployees of Target as of the Effective Time shall be permitted to participate\nin the Yahoo! Inc. 1996 Employee Stock Purchase Plan (\"ESPP\") commencing on the\nfirst enrollment date following the Effective Time, subject to compliance with\nthe eligibility and other provisions of such plan.\n\n     Section 6.9    DIRECTOR AND OFFICER LIABILITY.  For six years after the\nEffective Time, Acquiror will cause the Surviving Corporation to indemnify and\nhold harmless the present and former officers, directors, employees and agents\nof Target (for purposes of this Section 6.9, the \"INDEMNIFIED PARTIES\") in\nrespect of acts or omissions occurring on or prior to the Effective Time to the\nextent provided under Target's Articles of Incorporation and Bylaws in effect on\nthe date hereof; PROVIDED, that such indemnification shall be subject to any\nlimitation imposed from time to time under applicable law.\n\n\n                                     ARTICLE VII\n\n                                   OTHER AGREEMENTS\n\n     Section 7.1    CONFIDENTIALITY.  Each party acknowledges Acquiror and\nTarget have previously executed a Mutual Non-Disclosure Agreement dated October\n12, 1998 (the \"CONFIDENTIALITY AGREEMENT\"), which agreement shall continue in\nfull force and effect in accordance with its terms.\n\n     Section 7.2    NO PUBLIC ANNOUNCEMENT.  The parties shall make no public\nannouncement concerning this Agreement, their discussions or any other\nmemoranda, letters or agreements between the parties relating to the Merger;\nPROVIDED, HOWEVER, that either of the parties, but only after reasonable\nconsultation with the other, may make disclosure if required under applicable\nlaw; and PROVIDED FURTHER, HOWEVER, that following consummation of the Merger,\nAcquiror may make a public announcement regarding the Merger and the integration\nof Target's business into that of Acquiror.\n\n     Section 7.3    REGULATORY FILINGS; CONSENTS; REASONABLE EFFORTS.  Subject\nto the terms and conditions of this Agreement, Target and Acquiror shall use\ntheir respective reasonable good faith efforts to (i) make all necessary filings\nwith respect to the Merger and this Agreement under the Exchange Act and\napplicable blue sky or similar securities laws and obtain required approvals and\nclearances with respect thereto and supply all additional information requested\nin connection therewith; (ii) make merger notification or other appropriate\nfilings with federal, state or local governmental bodies or applicable foreign\ngovernmental agencies and obtain required approvals and clearances with respect\nthereto and supply all additional information requested in connection therewith;\n(iii) obtain all consents, waivers, approvals, authorizations and orders\nrequired in connection with the authorization, execution and delivery of this\nAgreement and the consummation of the Merger; and (iv) take, or cause to be\ntaken, all appropriate action, and do, or cause to be done, all things\nnecessary, proper or advisable to consummate and make effective the transactions\ncontemplated by this Agreement as promptly as practicable.\n\n\n                                         -40-\n\n\n     Section 7.4    POOLING ACCOUNTING. Target and Acquiror shall each use its\nreasonable good faith efforts to cause the business combination to be effected\nby the Merger to be accounted for as a pooling of interests.  Neither Target nor\nAcquiror shall take any action that would adversely affect the ability of\nAcquiror to account for the business combination to be effected by the Merger as\na pooling of interests.\n\n     Section 7.5    FURTHER ASSURANCES.  Prior to and following the Closing,\neach party agrees to cooperate fully with the other parties and to execute such\nfurther instruments, documents and agreements and to give such further written\nassurances, as may be reasonably requested by any other party to better evidence\nand reflect the transactions described herein and contemplated hereby and to\ncarry into effect the intents and purposes of this Agreement.\n\n     Section 7.6    ESCROW AGREEMENT.  On or before the Effective Time, Acquiror\nshall, and the parties hereto shall exercise their reasonable good faith efforts\nto cause the Escrow Agent (as defined in Section 10.2) and the Shareholders'\nAgents (as defined in Section 10.9) to enter into an Escrow Agreement\nsubstantially in the form attached hereto as EXHIBIT E.\n\n     Section 7.7    FIRPTA.  Target shall, prior to the Closing Date, provide\nAcquiror with a properly executed Foreign Investment and Real Property Tax Act\nof 1980 (\"FIRPTA\") FIRPTA Notification Letter which states that shares of\ncapital stock of Target do not constitute \"United States real property\ninterests\" under Section 897(c) of the Code, for purposes of satisfying\nAcquiror's obligations under Treasury Regulation Section 1.1445-2(c)(3).  In\naddition, simultaneously with delivery of such FIRPTA Notification Letter,\nTarget shall provide to Acquiror, as agent for Target, a form of notice to the\nInternal Revenue Service in accordance with the requirements of Treasury\nRegulation Section 1.897-2(h)(2), along with written authorization for Acquiror\nto deliver such notice form to the Internal Revenue Service on behalf of Target\nupon the Closing of the Merger.\n\n     Section 7.8    BLUE SKY LAWS.  Acquiror shall take such steps as may be\nnecessary to comply with the securities and blue sky laws of all jurisdictions\nwhich are applicable to the issuance of the Acquiror Common Stock in connection\nwith the Merger.  Target shall use its reasonable good faith efforts to assist\nAcquiror as may be necessary to comply with the securities and blue sky laws of\nall jurisdictions which are applicable in connection with the issuance of\nAcquiror Common Stock in connection with the Merger.\n\n     Section 7.9    OTHER FILINGS.  As promptly as practicable after the date of\nthis Agreement, Target and Acquiror will prepare and file any other filings\nrequired under the Exchange Act, the Securities Act or any other Federal,\nforeign or state securities or blue sky laws relating to the Merger and the\ntransactions contemplated by this Agreement (the \"OTHER FILINGS\").  The Other\nFilings will comply in all material respects with all applicable requirements of\nlaw and the rules and regulations promulgated thereunder.  Whenever any event\noccurs which is required to be set forth in an amendment or supplement to the\nOther Filings, Target or Acquiror, as the case may be, will promptly inform the\nother of such occurrence and cooperate in making any appropriate amendment or\nsupplement, and\/or mailing to shareholders of Target, such amendment or\nsupplement.\n\n\n                                         -41-\n\n\n                                     ARTICLE VIII\n\n                                 CONDITIONS TO MERGER\n\n     Section 8.1    CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.\nThe respective obligations of each party to this Agreement to effect the Merger\nshall be subject to the satisfaction prior to the Closing Date of the following\nconditions:\n\n             (a)    SHAREHOLDER APPROVAL.  The shareholders of Target entitled\nto vote on or consent to this Agreement and the Merger in accordance with\nCalifornia Law and Target's Articles of Incorporation shall have approved this\nAgreement and the Merger.\n\n             (b)    APPROVALS.  Other than the filing provided for by Section\n1.2, all authorizations, consents, orders or approvals of, or declarations or\nfilings with, or expirations of waiting periods imposed by, any Governmental\nEntity shall have been filed, occurred or been obtained.\n\n             (c)    NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.  No temporary\nrestraining order, preliminary or permanent injunction or other order issued by\nany court of competent jurisdiction or other legal or regulatory restraint or\nprohibition preventing the consummation of the Merger or limiting or restricting\nthe conduct or operation of the business of Target by Acquiror after the Merger\nshall have been issued, nor shall any proceeding brought by a domestic\nadministrative agency or commission or other domestic Governmental Entity or\nother third party, seeking any of the foregoing be pending; nor shall there be\nany action taken, or any statute, rule, regulation or order enacted, entered,\nenforced or deemed applicable to the Merger which makes the consummation of the\nMerger illegal.\n\n             (d)    NASDAQ.  The shares of Acquiror Common Stock to be issued in\nthe Merger and pursuant to the exercise of assumed Target Options shall have\nbeen approved for quotation on the Nasdaq National Market.\n\n             (e)    TAX OPINIONS.  Acquiror and Target shall each have received\nwritten opinions dated the Closing Date from their respective tax counsel\n(Venture Law Group, A Professional Corporation, and Wilson, Sonsini, Goodrich &amp; Rosati, respectively), in form and substance reasonably satisfactory to them, to\nthe effect that the Merger will be treated for Federal income tax purposes as a\ntax-free reorganization within the meaning of Section 368(a) of the Code.  In\nregarding such opinions, counsel shall be entitled to rely upon, among other\nthings, reasonable assumptions as well as representations of Acquiror, Sub and\nTarget.\n\n     Section 8.2    ADDITIONAL CONDITIONS TO OBLIGATIONS OF ACQUIROR AND SUB.\nThe obligations of Acquiror and Sub to effect the Merger are subject to the\nsatisfaction of each of the following conditions, any of which may be waived in\nwriting exclusively by Acquiror and Sub:\n\n             (a)    REPRESENTATIONS AND WARRANTIES.  The representations and\nwarranties of Target set forth in this Agreement shall be true and correct in\nall material respects as of the date of this Agreement and (except to the extent\nsuch representations and warranties speak as of an\n\n\n                                         -42-\n\n\nearlier date) as of the Closing Date as though made on and as of the Closing\nDate, except for changes contemplated by this Agreement; and Acquiror shall have\nreceived a certificate signed on behalf of Target by the chief executive officer\nand the chief financial officer of Target to such effect.\n\n             (b)    PERFORMANCE OF OBLIGATIONS OF TARGET.  Target shall have\nperformed in all material respects all obligations required to be performed by\nit under this Agreement at or prior to the Closing Date; and Acquiror shall have\nreceived a certificate signed on behalf of Target by the chief executive officer\nand the chief financial officer of Target to such effect.\n\n             (c)    DISSENTING SHAREHOLDERS.  No holder of Target's issued and\noutstanding capital stock as of the Closing shall have elected as of the Closing\nto exercise appraisal rights under California Law as to such shares.\n\n             (d)    ESCROW AGREEMENT.  The Escrow Agent and Shareholders' Agents\nshall have executed and delivered to Acquiror the Escrow Agreement and such\nagreement shall remain in full force and effect.\n\n             (e)    ANCILLARY AGREEMENTS.  Each of the Shareholders Agreements\nand Noncompetition Agreements executed and delivered concurrently with the\nexecution of this Agreement shall remain in full force and effect; and each\nAffiliate of Target that does not own stock of Target but holds options shall\nhave entered into an Affiliates Agreement in form reasonably acceptable to\nAcquiror.\n\n             (f)    OPINION OF TARGET'S COUNSEL.  Acquiror shall have received\nan opinion dated the Closing Date of Wilson, Sonsini, Goodrich &amp; Rosati, counsel\nto Target, as to the matters in the form attached hereto as EXHIBIT F.\n\n             (g)    APPROVALS.  All authorizations, consents (including the\nMaterial Consents), or approvals of, or notifications to any third party,\nrequired by Target's contracts, agreements or other obligations in connection\nwith the consummation of the Merger shall have occurred or been obtained.\n\n             (h)    ASSIGNMENT AND WAIVER BY ON COMMAND CORPORATION.  On Command\nCorporation (\"ON COMMAND\") shall have consented in writing to the assignment,\nfrom Target to Acquiror, of the Development and Services Agreement between\nTarget and On Command dated as of November 1998, and On Command shall have\nagreed in writing that the Merger and the assignment shall not trigger the\npurchase option in Section 4.6 of such Development and Services Agreement.\n\n             (i)    BOARD RESIGNATIONS.  Target shall have received written\nletters of resignation from the Target Board of Directors from each of the\ncurrent members of such Board, in each case effective at the Effective Time.\n\n             (j)    NO MATERIAL ADVERSE CHANGE.  Target shall not have suffered\nany Material Adverse Change since the date of this Agreement.\n\n\n                                         -43-\n\n\n             (k)    POOLING LETTER.  Acquiror shall have received a letter from\nPricewaterhouseCoopers LLP (\"PWC\") dated as of the Closing Date regarding that\nfirm's unqualified concurrence with Acquiror's management's and Target's\nmanagement's conclusion that the business combination to be effected by the\nMerger will qualify as a pooling of interests transaction under generally\naccepted accounting principles if consummated in accordance with this Agreement.\nIn addition, Target shall have provided to PWC or Acquiror such information as\nwas reasonably requested by PWC or Acquiror, as the case may be, to assist PWC\nin the making of the letter.\n\n             (l)    TERMINATION OF TARGET'S 401(k) PLAN.  The Board of Directors\nof Target shall have taken all such action necessary to terminate Target's\n401(k) Plan effective as of a date prior to the Closing.\n\n             (m)    WAIVER OF RIGHT OF FIRST REFUSAL BY MOTOROLA.  Motorola,\nInc. (\"MOTOROLA\"), shall have waived in writing the right of first refusal\ngranted to Motorola pursuant to the Series B Preferred Stock Purchase Agreement\ndated July 14, 1998, between Target and Motorola, and pursuant to the Co-Sale\nand Right of First Refusal Agreement dated July 14, 1998, between Target,\nMotorola, and certain shareholders of Target.\n\n             (n)    INVESTMENT AGREEMENT.  Each Target shareholder shall have\nexecuted an Investment Agreement.\n\n     Section 8.3    ADDITIONAL CONDITIONS TO OBLIGATIONS OF TARGET.  The\nobligation of Target to effect the Merger is subject to the satisfaction of each\nof the following conditions, any of which may be waived, in writing, exclusively\nby Target:\n\n             (a)    REPRESENTATIONS AND WARRANTIES.  The representations and\nwarranties of Acquiror and Sub set forth in this Agreement shall be true and\ncorrect in all material respects as of the date of this Agreement and (except to\nthe extent such representations speak as of an earlier date) as of the Closing\nDate as though made on and as of the Closing Date, and Target shall have\nreceived a certificate signed on behalf of Acquiror by the chief financial\nofficer of Acquiror to such effect.\n\n             (b)    PERFORMANCE OF OBLIGATIONS OF ACQUIROR AND SUB.  Acquiror\nand Sub shall have performed in all material respects all obligations required\nto be performed by them under this Agreement at or prior to the Closing Date;\nand Target shall have received a certificate signed on behalf of Acquiror by the\nchief financial officer of Acquiror to such effect.\n\n             (c)    OPINION OF ACQUIROR'S COUNSEL.  Target shall have received\nan opinion dated the Closing Date of Venture Law Group, A Professional\nCorporation, counsel to Acquiror, as to the matters in the form attached hereto\nas EXHIBIT G.\n\n             (d)    NO MATERIAL ADVERSE CHANGE.  Acquiror shall not have\nsuffered any Material Adverse Change since the date of this Agreement (PROVIDED\nthat changes in the trading prices for Acquiror Common Stock during such period\nthat were unrelated to the status or\n\n\n                                         -44-\n\n\ncondition of the Acquiror shall not be taken into account in connection with the\ndetermination as to the existence or absence of such a change with respect to\nAcquiror).\n\n                                      ARTICLE IX\n\n                              TERMINATION AND AMENDMENT\n\n     Section 9.1    TERMINATION.  This Agreement may be terminated at any time\nprior to the Effective Time:\n\n             (a)    by mutual written consent of Acquiror and Target;\n\n             (b)    by either Acquiror or Target, by giving written notice to\nthe other party, if a court of competent jurisdiction or other Governmental\nEntity shall have issued a nonappealable final order, decree or ruling or taken\nany other action, in each case having the effect of permanently restraining,\nenjoining or otherwise prohibiting the Merger, except, if such party relying on\nsuch order, decree or ruling or other action shall not have complied with its\nrespective obligations under Sections 5.5 or 6.3 of this Agreement, as the case\nmay be;\n\n             (c)    by Acquiror or Target, by giving written notice to the other\nparty, if the other party is in material breach of any representation, warranty,\nor covenant of such other party contained in this Agreement, which breach shall\nnot have been cured, if subject to cure, within 10 business days following\nreceipt by the breaching party of written notice of such breach by the other\nparty;\n\n             (d)    by Acquiror, by giving written notice to Target, if the\nClosing shall not have occurred on or before June 18, 1999 by reason of the\nfailure of any condition precedent under Section 8.1 or 8.2 (unless the failure\nresults primarily from a breach by Acquiror of any representation, warranty, or\ncovenant of Acquiror contained in this Agreement or Acquiror's failure to\nfulfill a condition precedent to closing or other default);\n\n             (e)    by Target, by giving written notice to Acquiror, if the\nClosing shall not have occurred on or before June 18, 1999 by reason of the\nfailure of any condition precedent under Section 8.1 or 8.3 (unless the failure\nresults primarily from a breach by Target of any representation, warranty, or\ncovenant of Target contained in this Agreement or Target's failure to fulfill a\ncondition precedent to closing or other default); or\n\n             (f)    by Acquiror, by giving written notice to Target, if the\nrequired approvals of the shareholders of Target contemplated by this Agreement\nshall not have been obtained by reason of the failure to obtain the required\nconsents or votes upon a vote taken by written consent or at a meeting of\nshareholders, duly convened therefor or at any adjournment thereof.\n\n     Section 9.2    EFFECT OF TERMINATION.  In the event of termination of this\nAgreement as provided in Section 9.1, this Agreement shall immediately become\nvoid and there shall be no liability or obligation on the part of Acquiror,\nTarget, Sub or their respective officers, directors, shareholders or Affiliates,\nexcept as set forth in Section 9.3 and further except to the extent that\n\n\n                                         -45-\n\n\nsuch termination results from the willful breach by any such party of any of its\nrepresentations, warranties or covenants set forth in this Agreement.\n\n     Section 9.3    FEES AND EXPENSES.  Except as set forth in this Section 9.3,\n6.6(d) or 6.8, all fees and expenses incurred in connection with this Agreement\nand the transactions contemplated hereby shall be paid by the party incurring\nsuch expenses, whether or not the Merger is consummated.  Target has submitted a\nbudget to Acquiror for completion of the Merger.  Target shall use its best\nefforts to consummate the Merger within such budget and shall not enter into any\nagreement inconsistent with such budget.\n\n                                      ARTICLE X\n\n                              ESCROW AND INDEMNIFICATION\n\n     Section 10.1   INDEMNIFICATION.  From and after the Effective Time and\nsubject to the limitations contained in Section 10.2, the Former Target\nShareholders will, severally and pro rata, in accordance with their Pro Rata\nPortion, indemnify and hold Acquiror harmless against any loss, expense,\nliability or other damage, including attorneys' fees, to the extent of the\namount of such loss, expense, liability or other damage (collectively \"DAMAGES\")\nthat Acquiror has incurred by reason of the breach by Target of any\nrepresentation, warranty, covenant or agreement of Target contained in this\nAgreement that occurs or becomes known to Acquiror during the Escrow Period (as\ndefined in Section 10.4 below).  Acquiror, Target and Sub acknowledge and agree,\nand the Former Target Shareholders, by their approval of this Agreement, agree\nthat notwithstanding anything to the contrary contained in this Agreement or any\nother Transaction Document, such indemnification under this Article X shall be\nthe sole and exclusive remedy for any such claim of breach by Target, except for\nDamages based upon a claim of fraud.\n\n     Section 10.2   ESCROW FUND.  As security and the sole and exclusive\nrecourse for the indemnities in Section 10.1, as soon as practicable after the\nEffective Time, the Escrow Shares shall be deposited with U.S. Bank Trust,\nNational Association (or such other institution selected by Acquiror with the\nreasonable consent of Target) as escrow agent (the \"ESCROW AGENT\"), such deposit\nto constitute the Escrow Fund (the \"ESCROW FUND\") and to be governed by the\nterms set forth in this Article X and in the Escrow Agreement.  Notwithstanding\nthe foregoing or anything to the contrary contained in this Agreement or in any\nTransaction Document, the indemnification obligations of the Former Target\nShareholders pursuant to this Article X or otherwise shall be limited to the\namount and assets deposited and present in the Escrow Fund and Acquiror shall\nnot be entitled to pursue any claims for indemnification under this Article X or\notherwise against the Former Target Shareholders directly or personally, and the\nsole recourse of Acquiror shall be to make claims against the Escrow Fund in\naccordance with the terms of the Escrow Agreement, except for Damages based upon\na claim of fraud, which claim, to the extent it exceeds the amount of the Escrow\nFund, may be pursued by Acquiror only against the party or parties that\ncommitted such fraud.\n\n     Section 10.3   DAMAGE THRESHOLD.  Notwithstanding the foregoing, the Former\nTarget Shareholders shall have no liability under Section 10.1 and Acquiror may\nnot receive any shares\n\n\n                                         -46-\n\n\nfrom the Escrow Fund unless and until an Officer's Certificate or Certificates\n(as defined in Section 10.5 below) for an aggregate amount of Acquiror's Damages\nin excess of $50,000 has been delivered to the Shareholders' Agents and to the\nEscrow Agent; PROVIDED, HOWEVER, that after an Officer's Certificate or\nCertificates for an aggregate of at least $50,000 in Damages has been delivered,\nAcquiror shall, subject to Section 10.8, be entitled to receive Escrow Shares\nequal in value to the full amount of Damages identified in such Officer's\nCertificate or Certificates.  Notwithstanding anything to the contrary contained\nin this Section 10.3, any claim for reimbursement made pursuant to Section 6.8\nshall not be subject to this Section 10.3.\n\n     Section 10.4   ESCROW PERIODS.  The Escrow Fund shall terminate upon the\nearlier of (i) the date of the completion of Acquiror's next audit and (ii) the\nfirst anniversary date of the Closing Date (the period from the Closing Date to\nsuch earlier date referred to as the \"ESCROW PERIOD\"), PROVIDED, HOWEVER, that\nthe number of Escrow Shares, which, in the reasonable judgment of Acquiror,\nsubject to the objection of the Shareholders' Agents and the subsequent\nresolution of the matter in the manner provided in Section 10.8, are necessary\nto satisfy any unsatisfied claims specified in any Officer's Certificate\ntheretofore delivered to the Escrow Agent and the Shareholders' Agents prior to\ntermination of the Escrow Period with respect to Damages incurred or litigation\npending prior to expiration of the Escrow Period, shall remain in the Escrow\nFund until such claims have been finally resolved.\n\n     Section 10.5   CLAIMS UPON ESCROW FUND.  Upon receipt by the Escrow Agent\npromptly after discovery and no later than on or before the last day of the\nEscrow Period of a certificate signed by any appropriately authorized officer of\nAcquiror (an \"OFFICER'S CERTIFICATE\"):\n\n             (i)    Stating the aggregate amount of Acquiror's Damages or an\nestimate thereof, in each case to the extent known or determinable at such time;\nand\n\n             (ii)   Specifying in reasonable detail the individual items of such\nDamages included in the amount so stated, the date each such item was paid or\nproperly accrued or arose, and the nature of the misrepresentation, breach or\nclaim to which such item is related, the Escrow Agent shall, subject to the\nprovisions of Sections 10.3 and 10.8 hereof and of the Escrow Agreement, deliver\nto Acquiror out of the Escrow Fund, as promptly as practicable, Escrow Shares\nhaving a value equal to such Damages all in accordance with the Escrow Agreement\nand Section 10.6 below. Amounts paid or distributed from the Escrow Fund shall\nbe paid or distributed pro rata among the Holders (as defined in the Escrow\nAgreement) based upon their respective percentage interests therein at the time.\n\n     Section 10.6   VALUATION.  For the purpose of compensating Acquiror for its\nDamages pursuant to this Agreement, the value per share of the Escrow Shares\nwhich shall be released to Acquiror in respect of a claim for Damages shall be\nthe average closing price of Acquiror Common Stock for the five consecutive\ntrading days preceding the date of this Agreement.\n\n     Section 10.7   OBJECTIONS TO CLAIMS.  At the time of delivery of any\nOfficer's Certificate to the Escrow Agent, a duplicate copy of such Officer's\nCertificate shall be delivered to the Shareholders' Agents (as defined in\nSection 10.9 below) and for a period of thirty (30) days after\n\n\n                                         -47-\n\n\nsuch delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant\nto Section 10.4 unless the Escrow Agent shall have received written\nauthorization from the Shareholders' Agents to make such delivery.  After the\nexpiration of such thirty (30) day period, the Escrow Agent shall make delivery\nof the Escrow Shares in the Escrow Fund in accordance with Section 10.4,\nPROVIDED that no such delivery may be made if the Shareholders' Agents shall\nobject in a written statement to the claim made in the Officer's Certificate,\nand such statement shall have been delivered to the Escrow Agent and to Acquiror\nprior to the expiration of such thirty (30) day period.\n\n     Section 10.8   RESOLUTION OF CONFLICTS.\n\n             (a)    In case the Shareholders' Agents shall so object in writing\nto any claim or claims by Acquiror made in any Officer's Certificate, Acquiror\nshall have thirty (30) days to respond in a written statement to the objection\nof the Shareholders' Agents.  If after such thirty (30) day period there remains\na dispute as to any claims, the Shareholders' Agents and Acquiror shall attempt\nin good faith for thirty (30) days to agree upon the rights of the respective\nparties with respect to each of such claims.  If the Shareholders' Agents and\nAcquiror should so agree, a memorandum setting forth such agreement shall be\nprepared and signed by both parties and shall be furnished to the Escrow Agent.\nThe Escrow Agent shall be entitled to rely on any such memorandum and shall\ndistribute the Escrow Shares from the Escrow Fund in accordance with the terms\nof the memorandum.\n\n             (b)    If no such agreement can be reached after good faith\nnegotiation, either Acquiror or the Shareholders' Agents may, by written notice\nto the other, demand arbitration of the matter unless the amount of the damage\nor loss is at issue in pending litigation with a third party, in which event\narbitration shall not be commenced until such amount is ascertained or both\nparties agree to arbitration; and in either such event the matter shall be\nsettled by arbitration conducted by three arbitrators.  Within fifteen (15) days\nafter such written notice is sent, Acquiror (on the one hand) and the\nShareholders' Agents (on the other hand) shall each select one arbitrator, and\nthe two arbitrators so selected shall select a third arbitrator.  The decision\nof the arbitrators as to the validity and amount of any claim in such Officer's\nCertificate shall be binding and conclusive upon the parties to this Agreement,\nand notwithstanding anything in Section 10.4, the Escrow Agent shall be entitled\nto act in accordance with such decision and make or withhold payments out of the\nEscrow Fund in accordance with such decision.\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\nSanta Clara or San Mateo County, California under the commercial rules then in\neffect of the American Arbitration Association. 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, the reasonable attorneys' fees and costs,\nincurred by the prevailing party to the arbitration.\n\n     Section 10.9   SHAREHOLDERS' AGENTS.\n\n\n                                         -48-\n\n\n             (a)    Mohan Vishwanath and Ronjon Nag shall be constituted and\nappointed as agents (the \"SHAREHOLDERS' AGENTS\") for and on behalf of the Former\nTarget Shareholders to give and receive notices and communications, to authorize\ndelivery to Acquiror of the Escrow Shares or other property from the Escrow Fund\nin satisfaction of claims by Acquiror, to object to such deliveries, to agree\nto, negotiate, enter into settlements and compromises of, and demand arbitration\nand comply with orders of courts and awards of arbitrators with respect to such\nclaims, and to take all actions necessary or appropriate in the judgment of the\nShareholders' Agents for the accomplishment of the foregoing.  All actions of\nthe Shareholders' Agents shall be taken jointly, not individually.  Such agency\nmay be changed by the holders of a majority in interest of the Escrow Shares\nfrom time to time upon not less than ten (10) days' prior written notice to\nAcquiror.  No bond shall be required of the Shareholders' Agents, and the\nShareholders' Agents shall receive no compensation for services.  Notices or\ncommunications to or from the Shareholders' Agents shall constitute notice to or\nfrom each of the Former Target Shareholders.\n\n             (b)    The Shareholders' Agents shall not be liable for any act\ndone or omitted hereunder as Shareholders' Agent while acting in good faith, and\nany act done or omitted pursuant to the advice of counsel shall be conclusive\nevidence of such good faith.  The Former Target Shareholders shall severally and\npro rata, in accordance with their Pro Rata Portion, indemnify the Shareholders'\nAgents and hold them harmless against any loss, liability or expense incurred\nwithout gross negligence or bad faith on the part of the Shareholders' Agents\nand arising out of or in connection with the acceptance or administration of\ntheir duties hereunder under this Agreement or the Escrow Agreement.\n\n             (c)    The Shareholders' Agents shall have reasonable access to\ninformation about Target and Acquiror and the reasonable assistance of Target's\nand Acquiror's officers and employees for purposes of performing their duties\nand exercising their rights under this Article X; PROVIDED, HOWEVER, that the\nShareholders' Agents shall treat confidentially and not disclose any nonpublic\ninformation from or about Target or Acquiror to anyone (except on a need to know\nbasis to individuals who agree to treat such information confidentially or as\nnecessary in the arbitration of disputes).\n\n     Section 10.10  ACTIONS OF THE SHAREHOLDERS' AGENTS.  A decision, act,\nconsent or instruction of the Shareholders' Agents shall constitute a decision\nof all of the Former Target Shareholders for whom shares of Acquiror Common\nStock otherwise issuable to them are deposited in the Escrow Fund and shall be\nfinal, binding and conclusive upon each such Former Target Shareholder, and the\nEscrow Agent and Acquiror may rely upon any decision, act, consent or\ninstruction of the Shareholders' Agents as being the decision, act, consent or\ninstruction of each and every such Former Target Shareholder.  The Escrow Agent\nand Acquiror are hereby relieved from any liability to any person for any acts\ndone by them in accordance with such decision, act, consent or instruction of\nthe Shareholders' Agents.\n\n     Section 10.11  CLAIMS.  In the event Acquiror becomes aware of a\nthird-party claim which Acquiror believes may result in a demand against the\nEscrow Fund, Acquiror shall promptly notify the Shareholders' Agents of such\nclaim, and the Shareholders' Agents and the Former\n\n\n                                         -49-\n\n\nTarget Shareholders for whom shares of Acquiror Common Stock otherwise issuable\nto them are deposited in the Escrow Fund shall be entitled, at their expense, to\nparticipate in any defense of such claim. Acquiror shall have the right in its\nsole discretion to settle any such claim; PROVIDED, HOWEVER, that Acquiror may\nnot effect the settlement of any such claim without the consent of the\nShareholders' Agents, which consent shall not be unreasonably withheld.  In the\nevent that the Shareholders' Agents have consented to any such settlement, the\nShareholders' Agents shall have no power or authority to object to the amount of\nany claim by Acquiror against the Escrow Fund for indemnity with respect to such\nsettlement in the amount agreed to.\n\n                                      ARTICLE XI\n\n                                    MISCELLANEOUS\n\n     Section 11.1   SURVIVAL OF REPRESENTATIONS AND COVENANTS.  All\nrepresentations, warranties, covenants and agreements of Target contained in\nthis Agreement shall survive the Closing and any investigation at any time made\nby or on behalf of Acquiror until the end of the Escrow Period.  If Escrow\nShares or other assets are retained in the Escrow Fund beyond expiration of the\nperiod specified in the Escrow Agreement, then (notwithstanding the expiration\nof such time period) the representation, warranty, covenant or agreement\napplicable to such claim shall survive until, but only for purposes of, the\nresolution of the claim to which such retained Escrow Shares or other assets\nrelate.  All representations, warranties, covenants and agreements of Acquiror\ncontained in this Agreement shall terminate as of the Effective Time, PROVIDED\nthat the covenants and agreements contained in Sections 6.5, 6.6, 6.7, 6.8, 6.9\nand 9.3 shall survive the Closing and shall continue in full force and effect.\n\n     Section 11.2   NOTICES.  All notices and other communications hereunder\nshall be in writing and shall be deemed given if delivered personally,\ntelecopied (which is confirmed) or two business days after being mailed by\nregistered or certified mail (return receipt requested) to the parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nby like notice):\n\n             (a)    if to Acquiror or Sub:\n\n                    Yahoo! Inc.\n                    3420 Central Expressway\n                    Santa Clara, CA  95051\n                    Attention:  Chief Executive Officer\n                    Fax No:  (408) 731-3510\n                    Telephone No:  (408) 731-3300\n\n\n                                         -50-\n\n\nwith a copy at the same address to the attention of the General Counsel and\nSecretary and with a copy to:\n\n                    Venture Law Group\n                    A Professional Corporation\n                    2775 Sand Hill Road\n                    Menlo Park, California  94025\n                    Attention:  Joshua L. Green\n                    Fax No:  (650) 233-8386\n                    Telephone No:  (650) 854-4488\n\n             (b)    if to Target, to:\n\n                    Online Anywhere\n                    3145 Porter Dr.\n                    Bldg. A #202\n                    Palo Alto, CA 94304\n                    Attention:  President\n                    Fax No:  (650) 493-4123\n                    Telephone No: (650) 493-4053\n\n                    with a copy to:\n\n                    Wilson Sonsini Goodrich &amp; Rosati\n                    650 Page Mill Road\n                    Palo Alto, CA  94304\n                    Attention:  Herbert P. Fockler\n                    Fax No:  (650) 493-6811\n                    Telephone No:  (650) 493-9300\n\n     Section 11.3   INTERPRETATION.  When a reference is made in this Agreement\nto Sections, such reference shall be to a Section of this Agreement unless\notherwise indicated.  The table of contents and headings contained in this\nAgreement are for reference purposes only and shall not affect in any way the\nmeaning or interpretation of this Agreement.  Whenever the words \"INCLUDE,\"\n\"INCLUDES\" or \"INCLUDING\" are used in this Agreement they shall be deemed to be\nfollowed by the words \"WITHOUT LIMITATION.\"  Whenever the words \"TO THE\nKNOWLEDGE OF TARGET\" or \"KNOWN TO TARGET\" or similar phrases are used in this\nAgreement, they mean to the actual knowledge, after reasonable inquiry, of Mohan\nVishwanath, Sridhar Ranganathan, and Anurag Mendhekar.\n\n     Section 11.4   COUNTERPARTS.  This Agreement may be executed in two or more\ncounterparts, all of which shall be considered one and the same agreement and\nshall become effective when two or more counterparts have been signed by each of\nthe parties and delivered to the other parties, it being understood that all\nparties need not sign the same counterpart.\n\n\n                                         -51-\n\n\n     Section 11.5   ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.  This\nAgreement (including the documents and the instruments referred to herein), the\nConfidentiality Agreement, and the Transaction Documents (a) constitute the\nentire agreement and supersedes all prior agreements and understandings, both\nwritten and oral, among the parties with respect to the subject matter hereof,\nand (b) are not intended to confer upon any person other than the parties hereto\n(including without limitation any Target employees) any rights or remedies\nhereunder.\n\n     Section 11.6   GOVERNING LAW.  This Agreement shall be governed and\nconstrued in accordance with the laws of the State of California without regard\nto any applicable conflicts of law.\n\n     Section 11.7   ASSIGNMENT.  Neither this Agreement nor any of the rights,\ninterests or obligations hereunder shall be assigned by any of the parties\nhereto (whether by operation of law or otherwise) without the prior written\nconsent of the other parties.  Subject to the preceding sentence, this Agreement\nwill be binding upon, inure to the benefit of and be enforceable by the parties\nand their respective successors and assigns.\n\n     Section 11.8   AMENDMENT.  This Agreement may be amended by the parties\nhereto, at any time before or after approval of matters presented in connection\nwith the Merger by the shareholders of Target, but after any such shareholder\napproval, no amendment shall be made which by law requires the further approval\nof shareholders without obtaining such further approval.  This Agreement may not\nbe amended except by an instrument in writing signed on behalf of each of the\nparties hereto.\n\n     Section 11.9   EXTENSION; WAIVER.  At any time prior to the Effective Time,\nthe parties hereto may, to the extent legally allowed, (i) extend the time for\nthe performance of any of the obligations or the other acts of the other parties\nhereto, (ii) waive any inaccuracies in the representations or warranties\ncontained herein or in any document delivered pursuant hereto and (iii) waive\ncompliance with any of the agreements or conditions contained herein. Any\nagreement on the part of a party hereto to any such extension or waiver shall be\nvalid only if set forth in a written instrument signed on behalf of such party.\n\n     Section 11.10  SPECIFIC PERFORMANCE.  The parties hereto agree that\nirreparable damage would occur in the event that any of the provisions of this\nAgreement were not performed in accordance with their specific terms or were\notherwise breached.  It is accordingly agreed that the parties shall be entitled\nto injunctive relief to prevent breaches of this Agreement and to enforce\nspecifically the terms and provisions hereof in any court of the United States\nor any state having jurisdiction, this being in addition to any other remedy to\nwhich they are entitled at law or in equity.\n\n                               [SIGNATURE PAGE FOLLOWS]\n\n\n                                         -52-\n\n\nIN WITNESS WHEREOF, Acquiror, Sub and Target have caused this Agreement and Plan\nof Merger to be signed by their respective officers thereunto duly authorized as\nof the date first written above.\n\n                                        YAHOO! INC.\n\n                                        By: \/s\/ Timothy Koogle\n                                           ------------------------------------\n                                        Title: CEO\n                                              ---------------------------------\n\n\n                                        AIRBORNE ACQUISITION CORPORATION\n\n                                        By: \/s\/ Timothy Koogle\n                                           ------------------------------------\n                                        Title: CEO\n                                              ---------------------------------\n\n\n                                        ONLINE ANYWHERE\n\n                                        By: \/s\/ Mohan Vishwanath\n                                           ------------------------------------\n                                        Title: CEO\n                                              ---------------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9377],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43100","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-yahoo-inc","corporate_contracts_industries-technology__programming","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\/43100","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=43100"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43100"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43100"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43100"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}