{"id":43103,"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-oracle-corp-and-datalogix.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-oracle-corp-and-datalogix","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-oracle-corp-and-datalogix.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Oracle Corp. and Datalogix International Inc."},"content":{"rendered":"<pre>\n                          AGREEMENT AND PLAN OF MERGER\n\n     AGREEMENT AND PLAN OF MERGER, dated as of September 24, 1996, by and among\nOracle Corporation, a Delaware corporation (\"PARENT\"), Delphi Acquisition\nCorporation, a Delaware corporation and a wholly owned subsidiary of Parent\n(\"PURCHASER\"), and Datalogix International Inc., a New York corporation  (the\n\"COMPANY\").\n\n                                   RECITALS:\n\n     WHEREAS, the Boards of Directors of the Company and Parent have each\ndetermined that it is in the best interests of their respective stockholders for\nParent to acquire the Company upon the terms and subject to the conditions set\nforth herein; and\n\n     WHEREAS, also in furtherance of such acquisition, the Boards of Directors\nof the Company and Parent have each approved and adopted this Agreement and the\nMerger (as hereinafter defined) of Purchaser with the Company in accordance with\nthe New York Business Corporation Law and the Delaware General Corporation Law,\nas appropriate, and upon the terms and subject to the conditions set forth\nherein; and\n\n     WHEREAS, the Board of Directors of the Company has resolved to recommend\napproval, authorization and adoption of this Agreement and the Merger to the\nholders of shares of the Company's Common Stock, $0.01 par value per share (the\n\"SHARES\"), and has determined that the consideration to be paid for each Share\nin the Merger is fair to the holders of such Shares;\n\n     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants\nand agreements herein contained, and intending to be legally bound hereby, the\nCompany, Parent and Purchaser hereby agree as follows:\n\n                                   ARTICLE I\n\n                                   THE MERGER\n\n     Section 1.1  The Merger.\n                  ---------- \n\n     (a) Subject to the terms and conditions of this Agreement, at the Effective\nTime (as defined in Section 1.2 hereof), the Company and Purchaser shall\nconsummate a merger (the \"MERGER\") pursuant to which Purchaser shall be merged\nwith and into the Company in accordance with the relevant provisions of the New\nYork Business Corporation Law (\"NYBCL\") and the Delaware General Corporation Law\n(\"DGCL\"), the separate corporate existence of Purchaser (except as may be\ncontinued by operation of law) shall cease, and the Company shall continue as\nthe surviving corporation in the Merger (the Company, or if Parent makes the\nelection in Section 1.1(b), Purchaser, is sometimes referred to as the\n\"SURVIVING CORPORATION\"; Parent, Purchaser and the \n\n\n \nCompany are referred to as the \"CONSTITUENT CORPORATIONS\"). Notwithstanding the\nforegoing, at the election of Parent, Parent may substitute any direct or\nindirect wholly owned subsidiary of Parent or Purchaser as a Constituent\nCorporation. To the extent that Parent exercises its election to substitute a\ndirect or indirect wholly owned subsidiary of Parent or Purchaser as a\nConstituent Corporation, or elects to have the Company merged with and into\nPurchaser as provided in Section 1.1(b) below, then the parties hereto shall\npromptly enter into an amendment to this Agreement necessary or desirable to\nprovide for such elections, without any need for approval, authorization or\nadoption by the Board of Directors or shareholders of the Company.\n\n     (b) Notwithstanding any other provision of this Agreement, Parent may\nelect, at any time prior to the Effective Time, that the Company shall be merged\nwith and into Purchaser.\n\n     Section 1.2  Effective Time.  As soon as practicable after satisfaction or\n                  --------------                                               \nwaiver of the conditions set forth in Article VI, or at such other time as the\nparties shall agree, the parties shall file a certificate of merger or other\nappropriate documents (in any such case, the \"CERTIFICATE OF MERGER\") executed\nin accordance with the relevant provisions of the NYBCL and the DGCL and shall\nmake all other filings or recordings required under the NYBCL and the DGCL.  The\nMerger shall become effective at the time when the Certificate of Merger has\nbeen duly filed with the Delaware Secretary of State and by the Department of\nState of the State of New York, or such time as is agreed upon by the parties\nand specified in the Certificate of Merger, and such time is hereinafter\nreferred to as the \"EFFECTIVE TIME.\"\n\n     Section 1.3  Closing.  The closing of the Merger (the \"CLOSING\") shall take\n                  -------                                                       \nplace (i) at 10:00 a.m., local time, on a date to be specified by the parties,\nwhich shall be no later than the second business day after satisfaction or\nwaiver of all of the conditions set forth in Article VI hereof, at the offices\nof  Venture Law Group, A Professional Corporation, 2800 Sand Hill Road, Menlo\nPark, California 94025, or (ii) at such other time and place as Purchaser and\nthe Company shall agree (the \"CLOSING DATE\").\n\n     Section 1.4  Directors and Officers of the Surviving Corporation.  The\n                  ---------------------------------------------------      \ndirectors and officers of Purchaser at the Effective Time shall be the initial\ndirectors and officers, respectively, of the Surviving Corporation.\n\n     Section 1.5  Certificate of Incorporation.  The certificate of\n                  ----------------------------                     \nincorporation of the Company in effect at the Effective Time shall be the\ncertificate of incorporation of the Surviving Corporation until amended in\naccordance with applicable law.\n\n     Section 1.6  Bylaws.  The bylaws of the Company in effect at the Effective\n                  ------                                                       \nTime shall be the bylaws of the Surviving Corporation until amended in\naccordance with applicable law.\n\n     Section 1.7  Effect of the Merger. At the Effective Time, the effect of the\n                  --------------------                                          \nMerger shall be as provided in the applicable provisions of the NYBCL and DGCL,\n\n                                      -2-\n\n\n \nincluding, without limitation, Section 906 of the NYBCL.  Without limiting the\ngenerality of the foregoing, and subject thereto, at the Effective Time all the\nproperty, rights, privileges, powers and franchises of the Company and Purchaser\nshall vest in the Surviving Corporation, and all debts, liabilities and duties\nof the Company and Purchaser shall become the debts, liabilities and duties of\nthe Surviving Corporation.\n\n     Section 1.8  Shareholders' Meeting; Other Company Matters.\n                  -------------------------------------------- \n\n     (a) The Company, acting through its Board of Directors, shall, in\naccordance with applicable law:\n\n          (i)   duly call, give notice of, convene and hold a special meeting of\nits shareholders (the \"SPECIAL MEETING\") as promptly as practicable following\nthe date hereof for the purpose of considering and taking action upon the\napproval of the Merger and the authorization and adoption of this Agreement;\n\n          (ii)  after consultation with Parent and its legal counsel, exercise\nits best efforts to prepare and file with the Securities and Exchange Commission\n(the \"SEC\") within 10 days after the date hereof (but in no event later than 14\ndays after the date hereof), a preliminary proxy or information statement\nrelating to the Merger and this Agreement and use commercially reasonable\nefforts (x) to obtain and furnish the information required to be included by the\nSEC in the Proxy Statement (as hereinafter defined) and, after consultation with\nParent and its counsel, to respond promptly to any comments made by the SEC with\nrespect to the preliminary proxy or information statement and cause a definitive\nproxy or information statement, including any amendment or supplement thereto\n(the \"PROXY STATEMENT\") to be mailed to its shareholders, provided that no\namendment or supplement to the Proxy Statement will be made by the Company\nwithout consultation with Parent and its counsel and (y) to obtain the necessary\napprovals of the Merger and authorization and adoption of this Agreement by its\nshareholders;\n\n          (iii) prepare and revise the Proxy Statement so that, at the date\nmailed to Company shareholders and at the time of the meeting of Company\nshareholders to be held in connection with the Merger, the Proxy Statement will\n(x) not contain any untrue statement of a material fact or omit to state any\nmaterial fact required to be stated therein or necessary in order that the\nstatements made therein, in light of the circumstances under which they are\nmade, not misleading (except that the Company shall not be responsible under\nthis clause (iii) with respect to statements made therein based on information\nsupplied by Parent or Purchaser expressly for inclusion in the Proxy Statement),\nand (y) comply in all material respects with the provisions of the Exchange Act\nand the rules and regulations thereunder; and\n\n          (iv)  subject to the provisions of Section 5.5, make at the Special\nMeeting, and include in the Proxy Statement, the recommendation of the Board\nthat shareholders of the Company vote in favor of the approval of the Merger and\nthe authorization and adoption of this Agreement.\n\n                                      -3-\n\n\n \n     (b) Parent shall furnish to the Company, and revise, written information\nconcerning itself and Purchaser expressly for inclusion in the Proxy Statement,\nincluding without limitation information required pursuant to Rule 13e-3 under\nthe Securities Exchange Act of 1934, as amended ( the \"EXCHANGE ACT\"). Such\nParent-furnished information will not, at both the date mailed to Company\nshareholders and at the time of the meeting of Company shareholders to be held\nin connection with the Merger, contain any untrue statement of a material fact\nor omit to state any material fact required to be stated in Parent-furnished\ninformation or necessary in order to make the statements made in Parent-\nfurnished information, in light of the circumstances under which they are made,\nnot misleading.\n\n     (c) Parent shall vote, or cause to be voted, all of the Shares then owned\nby it, Purchaser, and any of its other subsidiaries in favor of the approval of\nthe Merger and the authorization and adoption of this Agreement.\n\n     (d) The Company has been advised by each of its executive officers and each\nof its Directors that each such person (to the extent such persons own Shares\nand will be entitled to vote thereon) intends to vote in favor of the Merger.\n\n     (e) The Company hereby waives the provisions of Sections 3 and 5 of the\nPurchase Agreement dated September 6, 1994 between the Company and Parent.\n\n     (f) Within five days following the date hereof Parent shall provide to the\nCompany a draft of the information relating to Parent and Purchaser required to\nbe included in the Proxy Statement and shall update and modify such information\nprior to the tenth day after the date hereof to be complete and accurate in all\nmaterial respects.\n\n                                  ARTICLE II\n\n                           CONVERSION OF SECURITIES\n\n     Section 2.1  Conversion of Capital Stock.  As of the Effective Time, by\n                  ---------------------------                               \nvirtue of the Merger and without any action on the part of the holders of any\nShares or any shares of capital stock of Purchaser:\n\n     (a) Purchaser Capital Stock.  Each issued and outstanding share of capital\n         -----------------------                                               \nstock of Purchaser shall be converted into and become one fully paid and\nnonassessable share of common stock of the Surviving Corporation.\n\n     (b) Cancellation of Treasury Stock and Purchaser Owned Stock.  All Shares\n         --------------------------------------------------------             \n(and the associated Preferred Share Purchase Rights (collectively, the \"RIGHTS\")\nissued pursuant to a Rights Agreement dated as of August 27, 1996 between the\nCompany and The First National Bank of Boston, as Rights Agent (the \"RIGHTS\nAGREEMENT\")) that are owned by the Company or any subsidiary of the Company and\nany Shares (and associated Rights) owned by Purchaser or any subsidiary of\nPurchaser shall be canceled and retired and shall cease to exist and no\nconsideration shall be delivered in exchange therefor.\n\n                                      -4-\n\n\n \n     (c) Exchange of Shares.  Each issued and outstanding Share (and associated\n         ------------------                                                    \nRight)(other than Shares (and associated Rights) to be canceled in accordance\nwith Section 2.1(b) and any dissenting Shares (and associated Rights) which are\nheld by shareholders exercising appraisal rights pursuant to the NYBCL\n(\"DISSENTING SHAREHOLDERS\")) shall be converted into the right to receive $8.00\nper Share (and associated Right), payable to the holder thereof, without\ninterest (the \"MERGER CONSIDERATION\"), upon surrender of the certificate\nformerly representing such Share in the manner provided in Section 2.2. All such\nShares (and associated Rights), when so converted, shall no longer be\noutstanding and shall automatically be canceled and retired and shall cease to\nexist, and each holder of a certificate representing any such Shares (and\nassociated Rights) shall cease to have any rights with respect thereto, except\nthe right to receive the Merger Consideration therefor upon the surrender of\nsuch certificate in accordance with Section 2.2, without interest, or, in the\ncase of Dissenting Shareholders, the right, if any, to receive payment from the\nSurviving Corporation of the fair value of such Shares as determined in\naccordance with the NYBCL.\n\n     Section 2.2  Exchange of Certificates.\n                  ------------------------ \n\n     (a) Paying Agent.  Prior to the Effective Time, Parent shall designate a\n         ------------                                                        \nbank or trust company to act as agent for the holders of the Shares in\nconnection with the Merger (the \"PAYING AGENT\") to receive the funds to which\nholders of the Shares shall become entitled pursuant to Section 2.1(c). Parent\nshall, from time to time, make available to the Paying Agent funds in amounts\nand at times necessary for the payment of the Merger Consideration in the\namounts and at the times provided herein. All interest earned on such funds\nshall be paid to Parent.\n\n     (b) Exchange Procedures.  As soon as reasonably practicable after the\n         -------------------                                              \nEffective Time, the Paying Agent shall mail to each holder of record of a\ncertificate or certificates, which immediately prior to the Effective Time\nrepresented outstanding Shares (the \"CERTIFICATES\"), whose Shares were converted\npursuant to Section 2.1(c) into the right to receive the Merger Consideration\n(i) a letter of transmittal (which shall specify that delivery shall be\neffected, and risk of loss and title to the Certificates shall pass, only upon\ndelivery of the Certificates to the Paying Agent and shall be in such form and\nhave such other provisions as Parent and the Company may reasonably specify) and\n(ii) instructions for use in effecting the surrender of the Certificates in\nexchange for payment of the Merger Consideration. Upon surrender of a\nCertificate for cancellation to the Paying Agent or to such other agent or\nagents as may be appointed by Parent, together with such letter of transmittal,\nduly executed, the holder of such Certificate shall be entitled to receive in\nexchange therefor the Merger Consideration for each Share formerly represented\nby such Certificate and the Certificate so surrendered shall forthwith be\ncanceled. If payment of the Merger Consideration is to be made to a person other\nthan the person in whose name the surrendered Certificate is registered, it\nshall be a condition of payment that the Certificate so surrendered shall be\nproperly endorsed or shall be otherwise in proper form for transfer and that the\nperson requesting such payment shall have paid any transfer and other taxes\nrequired by reason of the payment of the Merger Consideration to a person other\nthan the registered holder of the Certificate surrendered \n\n                                      -5-\n\n\n \nor shall have established to the satisfaction of the Surviving Corporation that\nsuch tax either has been paid or is not applicable. Until surrendered as\ncontemplated by this Section 2.2, each Certificate shall be deemed at any time\nafter the Effective Time to represent only the right to receive the Merger\nConsideration in cash as contemplated by this Section 2.2. The right of any\nshareholder to receive the Merger Consideration shall be subject to and reduced\nby any applicable withholding obligation.\n\n     (c) Transfer Books; No Further Ownership Rights in the Shares.  At the\n         ---------------------------------------------------------         \nEffective Time, the stock transfer books of the Company shall be closed and\nthereafter there shall be no further registration of transfers of the Shares on\nthe records of the Company. From and after the Effective Time, the holders of\nCertificates evidencing ownership of the Shares outstanding immediately prior to\nthe Effective Time shall cease to have any rights with respect to such Shares,\nexcept as otherwise provided for herein or by applicable law. If, after the\nEffective Time, Certificates are presented to the Surviving Corporation for any\nreason, they shall be canceled and exchanged as provided in this Article II.\n\n     (d) Termination of Fund; No Liability.  At any time following twelve months\n         ---------------------------------                                      \nafter the Effective Time, the Surviving Corporation shall be entitled to require\nthe Paying Agent to deliver to it any funds (including any interest received\nwith respect thereto) which had been made available to the Paying Agent and\nwhich have not been disbursed to holders of Certificates, and thereafter such\nholders shall be entitled to look to the Surviving Corporation (subject to\nabandoned property, escheat or other similar laws) only as general creditors\nthereof with respect to the Merger Consideration payable upon due surrender of\ntheir Certificates, without any interest thereon. Notwithstanding the foregoing,\nnone of Parent, the Surviving Corporation or the Paying Agent shall be liable to\nany holder of a Certificate for Merger Consideration delivered to a public\nofficial pursuant to any applicable abandoned property, escheat or similar law.\n\n     Section 2.3  Dissenting Shares.  Notwithstanding any other provision of\n                  -----------------                                         \nthis Agreement to the contrary, Shares held by a holder who has not voted such\nShares in favor of the authorization, approval and adoption of this Agreement\nand the Merger or consented thereto in writing and with respect to which\ndissenters' rights shall have been demanded and perfected in accordance with\nSections 623 and 910 of the NYBCL (the \"DISSENTING SHARES\") and as of the\nEffective Time not withdrawn shall not be converted into the right to receive\ncash at or after the Effective Time, but such Shares shall become the right to\nreceive such consideration as may be determined to be due to holders of\nDissenting Shares pursuant to the laws of the State of New York unless and until\nthe holder of such Dissenting Shares withdraws his or her demand for such\nappraisal or becomes ineligible for such appraisal.  If a holder of Dissenting\nShares shall withdraw his or her demand for such appraisal or shall become\nineligible for such appraisal (through failure to perfect or otherwise), then,\nas of the Effective Time or the occurrence of such event, whichever last occurs,\nsuch holder's Dissenting Shares shall automatically be converted into and\nrepresent the right to receive the Merger Consideration, without interest, as\nprovided in Section 2.1(c).  The Company shall give Parent (i) prompt notice of\nany demands for appraisal of Shares received by the Company and (ii) the\nopportunity \n\n                                      -6-\n\n\n \nto participate in and direct all negotiations and proceedings with respect to\nany such demands. The Company shall not, without the prior written consent of\nParent, make any payment with respect to, or settle, offer to settle or\notherwise negotiate, any such demands.\n\n     Section 2.4  Company Stock Plans.\n                  ------------------- \n\n     (a) Each outstanding option to purchase Shares issued to employees, non-\nemployee directors and consultants of the Company pursuant to the Company's\nAmended and Restated 1992 Incentive Stock Plan and the 1986 Key Employees Stock\nOption Plan of Datalogix Formula Systems, Inc. (collectively, the \"OPTION\nPLANS\") whether vested or unvested (each an \"EMPLOYEE STOCK OPTION\"), shall\nremain outstanding after the Effective Time and shall be assumed by Parent. The\nparties intend that Parent's assumption of the Employee Stock Options shall be\ntreated as \"assuming a stock option in a transaction to which Section 424(a)\napplies\" within the meaning of Section 424 of the Code (as defined in Section\n3.11 below) and this subsection (a) shall be interpreted and applied consistent\nwith such intent. Each Employee Stock Option assumed by Parent shall be\nexercisable upon the same terms and conditions as under the applicable Option\nPlan and option agreement issued thereunder, except that (i) such option shall\nbe exercisable for that number of shares of common stock of Parent equal to the\nproduct of (x) the number of Shares for which such option was exercisable and\n(y) the Merger Consideration divided by the average closing price of Parent's\nCommon Stock on the NASDAQ National Market for the five consecutive trading days\nprior to the Effective Time (the \"CONVERSION NUMBER\"), and (ii) the exercise\nprice of such option shall be equal to the exercise price of such option as of\nthe date hereof divided by the Conversion Number.\n\n     (b) Each outstanding option to purchase Shares issued to a non-employee\ndirector pursuant to the Company's 1995 Director Option Plan (a \"DIRECTOR STOCK\nOPTION\"), whether vested or unvested, shall remain outstanding after the\nEffective Time and shall be assumed by Parent. Each Director Stock Option\nassumed by Parent shall be exercisable upon the same terms and conditions as\nunder the Company's 1995 Director Option Plan and the applicable option\nagreement issued thereunder, except that the consideration payable upon exercise\nin respect of each Share covered by such option shall be the Merger\nConsideration.\n\n     (c) As soon as practicable after the Effective Time, Parent shall deliver\nto the holders of Employee Stock Options and Director Stock Options appropriate\nnotices setting forth such holders' rights pursuant to the Option Plans and the\n1995 Director Option Plan and the agreements evidencing the grants of such\nEmployee Stock Options and Director Stock Options shall continue in effect on\nthe same terms and conditions (subject to the adjustments required by this\nSection 2.4 after giving effect to the Merger).\n\n     (d) Parent shall register under the Securities Act of 1933, as amended (the\n\"SECURITIES ACT\"), all shares of Parent Common Stock subject to options that\nwere formerly Employee Stock Options as of the Effective Time.\n\n                                      -7-\n\n\n \n     (e) The Company shall take all actions reasonably necessary to cause the\nlast day of the \"OFFERING PERIOD\" (as such term is used in the Company's 1995\nEmployee Stock Purchase Plan (the \"1995 ESPP\") to be the date immediately prior\nto the Closing Date (the \"FINAL PURCHASE DATE\"), and apply on the Final Purchase\nDate the funds within each participant's withholdings account on the Final\nPurchase Date to the purchase on the Final Purchase Date of whole Shares in\naccordance with the terms of the 1995 ESPP.\n\n     (f) Prior to the Effective Time, the Company shall take all actions\nrequired to cause the exercise price on all options to purchase Shares that are\nthen outstanding and that have an exercise price in excess of $8.00 per Share to\nbe changed to become $8.00 per Share.\n\n                                  ARTICLE III\n\n                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n     The Company represents and warrants to Parent and Purchaser as follows:\n\n     Section 3.1  Organization.\n                  ------------   \n\n     (a) Each of the Company and its subsidiaries is a corporation duly\norganized, validly existing and in good standing under the laws of the\njurisdiction of its incorporation and has the requisite corporate power and\nauthority and any necessary governmental authority to own, operate or lease the\nproperties that it purports to own, operate or lease and to carry on its\nbusiness as it is now being conducted, and, except as set forth in Section 3.1\nof the Company Disclosure Schedule (as defined below), is duly qualified as a\nforeign corporation to do business, and is in good standing, in each\njurisdiction where the character of its properties owned, operated or leased or\nthe nature of its activities makes such qualification necessary, except for such\nfailure which, when taken together with all other such failures, would not have\na Material Adverse Effect (as defined below in this Section 3.1) on the Company\nand its subsidiaries, taken as a whole.  A true and complete list of all the\nCompany's subsidiaries, together with the jurisdiction of incorporation of each\nsubsidiary and the percentage of each subsidiary's outstanding capital stock\nowned by the Company or another subsidiary, is set forth in Section 3.1 of the\nCompany Disclosure Schedule delivered to Parent and Purchaser on or before the\ndate hereof (the \"COMPANY DISCLOSURE SCHEDULE\").  The Company is not subject to\nSection 2115 of the California General Corporation Law.\n\n     (b) When used in connection with the Company and its subsidiaries, the term\n\"MATERIAL ADVERSE EFFECT\" means any individual material adverse effect, or\nadverse effects in the aggregate (whether or not related and whether or not any\nindividual effect is material) which are material, on the business, operations,\nproperties (including intangible properties), condition (financial or\notherwise), prospects, assets or liabilities of the Company and its subsidiaries\ntaken as a whole.  The term Material Adverse Effect shall include without\nlimitation: (i) any individual adverse effect, or adverse effects in the\naggregate (whether or not related and whether or not any individual effect is\nmaterial), \n\n                                      -8-\n\n\n \nwhich result in liability to the Company or its subsidiaries, or could\nreasonably be expected to result in liability to the Company or its\nsubsidiaries, of in excess of $1,500,000, in the case of any individual effect,\nor $2,500,000, in the case of all such adverse effects in the aggregate, except\nthat with respect to Section 6.3 (a) (for purposes of determining whether any\nrepresentations and warranties are true and correct as if made on and as of the\nEffective Time) and Sections 6.3 (d), 6.3 (e) and 7.1 (d), such amounts will be\n$3,000,000, in the case of any individual effect, or $5,000,000, in the case of\nall adverse effects in the aggregate; and (ii) any judgment, injunction, order\nor decree binding upon the Company or any of its subsidiaries obligating the\nCompany or any such subsidiary to take or refrain from taking any action, omit\nor refrain from omitting to take any action required to be taken, perform or\nrefrain from performing any activity or conduct or refrain from conducting any\nbusiness, in each case which results from actions, suits or proceedings of the\ntypes described in Section 6.3 (d) (i) or (ii). For the purposes of determining\nwhether a Material Adverse Effect has occurred or could reasonably be expected\nto occur there shall be included as adverse effects, without limitation, any\npayments made, and the value of any other consideration provided, or which could\nreasonably be expected to be made or provided (i) to pay, discharge or satisfy\nany actions, suits, proceedings or claims; (ii) to obtain consents from any\nthird party to the transactions contemplated hereby; and (iii) to pay, discharge\nor satisfy any obligation to indemnify or hold harmless any Indemnified Person\n(as defined in Section 6.3 (d) below). Notwithstanding the foregoing, (a) all\ndollar amounts set forth in this Section 3.1 (b) are net of (i) amounts of\ninsurance proceeds received by the Company or its subsidiaries or specifically\nacknowledged by the insurer in writing as being payable by the insurer, and (ii)\nspecifically applicable reserves set forth and provided for in the draft\nconsolidated financial statements set forth in Section 5.3 of the Company\nDisclosure Schedule, and (b) no individual adverse effect shall be included in\nthe calculation of Material Adverse Effect if the sole impact of such individual\nadverse effect is a payment obligation which could not reasonably be expected to\nresult in a liability to the Company or its subsidiaries of more than $50,000.\n\n     Section 3.2  Capitalization.\n                  -------------- \n\n     (a) Capitalization.  The authorized capital stock of the Company consists\n         --------------                                                        \nof 40,000,000 Shares, par value $.01 per Share and 5,000,000 shares of Preferred\nStock, par value $0.01 per share.  As of September 19, 1996, (i) 11,711,776\nShares were issued and outstanding, all of which were validly issued and are\nfully paid and nonassessable, (ii) 96,116 Shares were held in the treasury of\nthe Company or by subsidiaries of the Company, (iii) 1,015,038 Shares were\nreserved for issuance upon exercise of outstanding options under the Option\nPlans and the Company's Director Option Plan, and (iv) 250,000 Shares were\nreserved for issuance under the 1995 ESPP, up to 23,000 of which may be issued\nin the Offering Period that ends on the day prior to the Closing Date.  Section\n3.2 of the Company Disclosure Schedule sets forth a true and correct list as of\nSeptember 20, 1996 of all holders of options to purchase Shares, the number of\nsuch options outstanding as of such date and the exercise price per option.  All\nof the outstanding Shares have been duly authorized and validly issued and are\nfully paid and nonassessable and free of preemptive rights.  Subsequent to\nSeptember 19, 1996, no Shares have been issued by the \n\n                                      -9-\n\n\n \nCompany except upon the exercise of outstanding options described in this\nSection 3.2 (a). Except as set forth in Section 3.1(b) of the Company Disclosure\nSchedule, each of the outstanding options described in this Section 3.2 allows\nthe optionee to purchase Shares which have been authorized to be issued by the\nCompany's Board of Directors and shareholders under the Option Plans or the 1995\nDirector Stock Option Plan. Except as set forth in Section 3.2 of the Company\nDisclosure Schedule, there are no other options, warrants or other rights,\nconvertible debt, agreements, arrangements or commitments of any character\nobligating the Company or any of its subsidiaries to issue or sell any shares of\ncapital stock of or other equity interests in the Company or any of its\nsubsidiaries. The Company is not obligated to redeem, repurchase or otherwise\nreacquire any of its capital stock or other securities. For purposes of this\nAgreement, \"FULLY DILUTED BASIS\" shall mean the sum of (x) all Shares issued and\noutstanding at any one time plus (y) all Shares issuable upon the exercise of\nany outstanding options, warrants or convertible or exchangeable securities.\n\n     (b) Except as set forth in Section 3.2 of the Company Disclosure Schedule,\nall of the outstanding shares of the capital stock of each subsidiary of the\nCompany are beneficially owned by the Company, directly or indirectly, and all\nsuch shares have been duly authorized, validly issued and are fully paid and\nnonassessable and are owned by either the Company or one of its subsidiaries\nfree and clear of all liens, security interests, charges, claims or encumbrances\nof any nature whatsoever.  There are no existing options, calls or commitments\nof any character relating to the issued or unissued capital stock or other\nsecurities of any subsidiary.  Except as set forth in Section 3.2 of the Company\nDisclosure Schedule, the Company does not directly or indirectly own or have a\nright to acquire an equity interest in any other corporation, partnership,\njoint venture or other business association or entity.\n\n     Section 3.3  Authorization; Validity of Agreement; Company Action.  The\n                  ----------------------------------------------------      \nCompany has full corporate power and authority to execute and deliver this\nAgreement and to consummate the transactions contemplated hereby, subject to\nobtaining shareholder approval as described in the last sentence of this Section\n3.3.  The Board of Directors of the Company, at a meeting duly called and held\non September 22, 1996 at which all of the Directors were present, duly and\nunanimously approved, authorized and adopted this Agreement and its execution,\ndelivery and performance and the transactions contemplated hereby, recommended\nthat the shareholders of the Company authorize and adopt this Agreement and the\ntransactions contemplated hereby, including the Merger, and determined that this\nAgreement and the transactions contemplated hereby, including the Merger, are\nfair to and in the best interests of the shareholders of the Company; provided,\nhowever, such recommendation may be withdrawn, modified or amended to the extent\npermitted by Section 5.5 of this Agreement.  No other corporate action on the\npart of the Company is necessary to authorize the execution and delivery by the\nCompany of this Agreement and the consummation by it of the transactions\ncontemplated hereby (except as described in the last sentence of this Section\n3.3).  This Agreement has been duly executed and delivered by the Company and,\nassuming due and valid authorization, execution and delivery hereof by Parent\nand Purchaser, is a valid and binding obligation of the Company enforceable\nagainst the Company in accordance with its terms.  The affirmative vote of the\n\n                                      -10-\n\n\n \nholders of not less than two-thirds (2\/3) of the outstanding Shares are the only\nvotes of the holders of any class or series of the Company's capital stock\nnecessary to approve, adopt and authorize this Agreement and the transactions\ncontemplated hereby.\n\n     Section 3.4  Consents and Approvals; No Violations.  Except for the filings\n                  -------------------------------------                         \nor the consents, authorizations or approvals under the agreements set forth on\nSection 3.4 of the Company Disclosure Schedule and the filings, permits,\nauthorizations, consents and approvals as may be required under, and other\napplicable requirements of, the Exchange Act, the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended (the \"HSR ACT\"), state securities or blue\nsky laws, and the filing and recordation of a certificate of merger under the\nNYBCL or the DGCL, neither the execution, delivery or performance of this\nAgreement by the Company nor the consummation by the Company of the transactions\ncontemplated hereby nor compliance by the Company with any of the provisions\nhereof will (i) conflict with or result in any breach of any provision of the\ncertificate of incorporation or the bylaws of the Company or of any of its\nsubsidiaries, (ii) require any filing with, or permit, authorization, consent or\napproval of, any court, arbitration tribunal, administrative agency or\ncommission or other governmental or other regulatory authority or agency,\ndomestic or foreign (a \"GOVERNMENTAL ENTITY\"), on the part of the Company or any\nsubsidiary, (iii) require the consent of any person under, result in a violation\nor breach of, or constitute (with or without due notice or lapse of time or\nboth) a default (or give rise to any right of termination, amendment,\ncancellation or acceleration) under, any of the terms, conditions or provisions\nof any note, bond, mortgage, indenture, lease, license, contract, agreement or\nother instrument or obligation to which the Company or any of its subsidiaries\nis a party or by which any of them or any of their properties or assets may be\nbound, the lack of which consent, or which violation, breach or default,\nindividually or in the aggregate, could reasonably be expected to have a\nMaterial Adverse Effect on the Company and its subsidiaries, taken as a whole\n(the \"SPECIFIED AGREEMENTS\"), or (iv) violate any order, writ, injunction,\ndecree, statute, rule or regulation applicable to the Company, any of its\nsubsidiaries or any of their properties or assets.\n\n     Section 3.5  SEC Reports and Financial Statements.\n                  ------------------------------------ \n\n     (a) The Company has timely filed with the SEC, and has delivered to\nPurchaser, true and complete copies of, all forms, reports, schedules,\nstatements and other documents required to be filed by it since June 1, 1995\nunder the Securities Act or the Exchange Act (collectively, the \"SEC\nDOCUMENTS\").  Except as set forth in Section 3.5 of the Company Disclosure\nSchedule, the SEC Documents (i) were prepared in accordance with the\nrequirements of the Securities Act or the Exchange Act, as the case may be,\nincluding without limitation the applicable accounting requirements thereunder\nand the published rules and regulations of the SEC with respect thereto, (ii)\nwhen filed did not contain any untrue statement of a material fact or omit to\nstate a material fact required to be stated therein or necessary in order to\nmake the statements therein, in the light of the circumstances under which they\nwere made, not misleading, and (iii) taken as a whole, do not contain any untrue\nstatement of a material fact or omit to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in the\nlight of the\n\n                                      -11-\n\n\n \ncircumstances under which they were made, not misleading. None of the Company's\nsubsidiaries is required to file any statements or reports with the SEC pursuant\nto Sections 13(a) or 15(d) of the Exchange Act.\n\n     (b) Except as set forth in Section 3.5 of the Company Disclosure Schedule,\nthe consolidated financial statements of the Company included in the SEC\nDocuments have been prepared from, and accord with, the books and records of the\nCompany and its subsidiaries, have been prepared in accordance with United\nStates generally accepted accounting principles (\"GAAP\") applied on a consistent\nbasis during the periods involved (except as may be indicated in the notes\nthereto) and fairly present the consolidated financial position and the\nconsolidated results of operations and cash flows (and changes in financial\nposition, if any) of the Company and its consolidated subsidiaries as of the\nrespective dates and for the respective periods thereof, except that the\nunaudited interim quarterly financial statements were or are subject to normal\nand recurring year-end adjustments which were or are not expected to be material\nin amount.  Except as set forth in Section 3.5 of the Company Disclosure\nSchedule, the Company is not aware of any facts or circumstances which would\nrequire the Company to amend or restate any of the SEC Documents, including\nwithout limitation the financial information included therein.\n\n     (c) The Company's reserves for product claims and warranty costs used in\npreparing the draft consolidated financial statements set forth in Section 5.3\nof the Company Disclosure Schedule are adequate to cover the Company's and its\nsubsidiaries' existing product claims and warranty costs, including without\nlimitation the product claims and warranty costs arising out of the matters\ndescribed in Section 3.7 of the Company Disclosure Schedule and the warranties\nprovided by the Comapany and its subsidiaries described in Section 3.24 (d) of\nthe Company Disclosure Schedule.\n\n     Section 3.6  Absence of Certain Changes.  Since June 30, 1995, except as\n                  --------------------------                                 \ncontemplated in this Agreement and set forth on Section 3.6 of the Company\nDisclosure Schedule, there has not been:\n\n     (a) any Material Adverse Effect on the Company and its subsidiaries, taken\nas a whole;\n\n     (b) any strike, picketing, work slowdown or other labor disturbance;\n\n     (c) any material damage, destruction or loss (whether or not covered by\ninsurance) with respect to any of the material assets of the Company or any of\nits subsidiaries;\n\n     (d) any redemption or other acquisition of capital stock by the Company or\nany of its subsidiaries or any declaration or payment of any dividend or other\ndistribution in cash, stock or property with respect to capital stock;\n\n     (e) any stock split, reverse stock, combination, reclassification or other\nsimilar action with respect to capital stock;\n\n                                      -12-\n\n\n \n     (f) any entry into any material commitment or transaction (including,\nwithout limitation, any borrowing or capital expenditure) other than in the\nordinary course of business as contemplated by this Agreement;\n\n     (g) any transfer of, or rights granted under, any licenses, agreements,\npatents, trademarks, trade names or copyrights other than nonexclusive end user\nlicenses granted in the ordinary course of business and consistent with past\npractice;\n\n     (h) any mortgage, pledge, security interest or imposition of lien or other\nencumbrance on any material asset of the Company or any of its subsidiaries; or\n\n     (i) any change by the Company in accounting principles or methods except\ninsofar as may have been required by a change in generally accepted accounting\nprinciples and disclosed in the SEC Documents and except as set forth in Section\n3.5 of the Company Disclosure Schedule.\n\n     Except as set forth in Section 3.6 of the Company Disclosure Schedule,\nsince June 30, 1995 the Company and its subsidiaries have conducted their\nbusiness only in the ordinary course and in a manner consistent with past\npractice and have not made any material change in the conduct of the business or\noperations of the Company and its subsidiaries taken as a whole.  Except as set\nforth in Section 3.6 of the Company Disclosure Schedule, no person has or will\nhave the right to receive any severance, bonus, other payment, increase or\nchange in benefits or vesting of stock options, shares or other benefits as a\nresult of any of the transactions contemplated by this Agreement.\n\n     Section 3.7  No Undisclosed Liabilities.  Except as set forth in Section\n                  --------------------------                                 \n3.7 of the Company Disclosure Schedule, and except as reflected or reserved\nagainst in the consolidated financial statements contained in the SEC Documents,\nthe Company and its subsidiaries have no liabilities of any nature (whether\naccrued, absolute, contingent or otherwise), except those liabilities incurred\nin the ordinary course of business which could not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on the\nCompany and its subsidiaries, taken as a whole.\n\n     Section 3.8  Litigation.  Except as disclosed in the SEC Documents or in\n                  ----------                                                 \nSection 3.8 of the Company Disclosure Schedule, there is no suit, claim, action,\nproceeding or investigation pending before any Governmental Entity or, to the\nbest knowledge of the Company, threatened against the Company or any of its\nsubsidiaries. Except as disclosed in the SEC Documents or in Section 3.8 of the\nCompany Disclosure Schedule, neither the Company nor any of its subsidiaries is\nsubject to any outstanding order, writ, injunction or decree.\n\n     Section 3.9  No Default; Compliance with Applicable Laws.  Except as\n                  -------------------------------------------            \ndisclosed in Section 3.9 of the Company Disclosure Schedule, the business of the\nCompany and each of its subsidiaries is not being conducted in default or\nviolation of any term, condition or provision of (i) its respective certificate\nof incorporation or bylaws, (ii) any Specified Agreement or (iii) any federal,\nstate, local or foreign statute, law, ordinance, \n\n                                      -13-\n\n\n \nrule, regulation, judgment, decree, order, concession, grant, franchise, permit\nor license or other governmental authorization or approval applicable to the\nCompany or any of its subsidiaries, excluding from the foregoing clauses (ii)\nand (iii), defaults or violations which could not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on the\nCompany and its subsidiaries, taken as a whole. Except as disclosed in Section\n3.9 of the Company Disclosure Schedule, as of the date of this Agreement, no\ninvestigation or review by any Governmental Entity or other entity with respect\nto the Company or any of its subsidiaries is pending or, to the best knowledge\nof the Company, threatened, nor has any Governmental Entity or other entity\nindicated an intention to conduct the same. Each of the Company and its\nsubsidiaries has in effect all Federal, state, local and foreign governmental\napprovals, authorizations, certificates, filings, franchises, licenses, notices,\npermits and rights (\"PERMITS\") necessary for it to own, lease or operate its\nproperties and assets and to carry on its business as now conducted, and there\nhas occurred no default under any such Permit, except for the absence of Permits\nand for defaults under Permits which absence or defaults, individually or in the\naggregate, could not reasonably be expected to have a Material Adverse Effect on\nthe Company and its subsidiaries, taken as a whole.\n\n     Section 3.10  Intellectual Property.\n                   --------------------- \n\n     (a) Except as set forth in Section 3.10 (a) of the Company's Disclosure\nSchedule, each of the Company and its subsidiaries owns or has the exclusive\nright to use, make, sell, license, or sublicense and bring actions for\ninfringement of all Company Products (as defined below) and Intellectual\nProperty Rights (as defined below) developed by or for the Company or any of the\nCompany's subsidiaries or that are used or currently proposed to be used in the\nbusiness of the Company or any of the Company's subsidiaries as currently\nconducted or proposed to be conducted. All Company Products and Company\nIntellectual Property Rights are owned by the Company and its subsidiaries free\nand clear of any rights or claims of any former employees, consultants, officers\nand directors of the Company or any subsidiary and former employers of all\ncurrent and former employees, consultants, officers and directors of the Company\nor any subsidiary. The source codes for the Company Products constitute trade\nsecrets of the Company that are presently valid and protectable. Except as set\nforth in Section 3.10 (a) of the Company's Disclosure Schedule, all taxes and\nfees, including, without limitation, patent and trademark registration and\nprosecution fees and all professional fees in connection therewith pertaining to\nthe Company Intellectual Property Rights, due and payable on or before the date\nhereof, have been paid by the Company.\n\n     (b) Each of the Company's and its subsidiaries' current products and\nproducts under development are listed on the Company Disclosure Schedule\n(collectively, \"COMPANY PRODUCTS\"). Except as set forth in Section 3.10(b) of\nthe Company Disclosure Schedule, no person has a license to use or the right to\nacquire a license to use any future version of any Company Product or any\nCompany Product that is under development, and no agreement to which the Company\nor any subsidiary is a party will restrict the Surviving Corporation or Parent\nfrom charging customers for any such new version. No person has any rights under\nany source code escrow agreement relating to the \n\n                                      -14-\n\n\n \nCompany Products or Company Intellectual Property Rights. Except as set forth in\nSection 3.10(b) of the Company Disclosure Schedule, no person other than the\nCompany and its subsidiaries has had access to or the right of access to source\ncode for the Company's Products or will have the right to such access as a\nresult of any of the transactions contemplated by this Agreement.\n\n     (c) No person has a right to receive a royalty or similar payment in\nrespect of any Company Product or any Company Intellectual Property Rights\nwhether or not pursuant to any contractual arrangements entered into by the\nCompany or any subsidiary. Except for End-User Licenses and except as set forth\nin Section 3.10(c) of the Company Disclosure Schedule, each of the Company and\nits subsidiaries has no licenses granted, sold or otherwise transferred by or to\nit nor other agreements to which it is a party, relating in whole or in part to\nany Company Product or Company Intellectual Property Rights.\n\n     (d) The execution, delivery and performance of this Agreement and the\nconsummation of the other transactions contemplated hereby (including without\nlimitation the continued conduct by Parent or Surviving Corporation after the\nEffective Time of the Company's and its subsidiaries' businesses as presently\nconducted and the incorporation of any Company Product or Company Intellectual\nProperty Right in any product of Parent or the Surviving Corporation) will not\nbreach, violate or conflict with any instrument or agreement and will not cause\nthe forfeiture or termination or give rise to a right of forfeiture or\ntermination of any such Company Product or Company Intellectual Property Right\nor in any way impair the right of Parent or the Surviving Corporation to use,\nsell, license or dispose of, either as part or all of a Company Product or as\npart or all of a product of Parent or the Surviving Corporation, or to bring any\naction for the infringement of, any such Company Product or Company Intellectual\nProperty Right or portion thereof.\n\n     (e) Neither the development, manufacture, marketing, license, sale or use\nof any Company Product violates or will violate any license or agreement to\nwhich the Company or any of its subsidiaries is a party or infringes any\nIntellectual Property Right of any other party; there is no pending or, to the\nknowledge of the Company, threatened claim or litigation contesting the\nvalidity, ownership or right to use, sell, license or dispose of any\nIntellectual Property Right necessary or required for, or used in, the conduct\nof the business of the Company or any subsidiary as presently conducted nor, to\nthe knowledge of the Company, is there any basis for any such claim, nor has the\nCompany or any subsidiary received any notice asserting that any such\nIntellectual Property Right or the proposed use, sale, license or disposition\nthereof conflicts or will conflict with the rights of any other party, nor, to\nthe knowledge of the Company, is there any basis for any such assertion. To the\nCompany's knowledge, there is no infringement on the part of any third party of\nthe Company's Intellectual Property Rights.\n\n     (f) Each of the Company and its subsidiaries has taken reasonable and\npracticable steps (including, without limitation, entering into confidentiality\nand non-disclosure agreements with all officers and employees of and consultants\nto the Company \n\n                                      -15-\n\n\n \nand its subsidiaries with access to or knowledge of the Company's Intellectual\nProperty Rights, except as set forth in Section 3.10 (f) of the Company\nDisclosure Schedule) to maintain the secrecy and confidentiality of, and its\nproprietary rights in, all Intellectual Property Rights necessary or required\nfor, or used in, the conduct of the Company's and its subsidiaries businesses.\nAll employees, consultants, officers, directors and shareholders of the Company\nor any subsidiary that have participated in the development of or have had\naccess to any material portion of the Company Intellectual Property Rights are\nparties to a written agreement (\"PROPRIETARY INFORMATION AND INVENTIONS\nAGREEMENT\"), under which each such person or entity (i) is obligated to disclose\nand transfer to the Company or any subsidiary, without the receipt by such\nperson of any additional value therefor (other than normal salary or fees for\nconsulting services), all inventions, developments and discoveries which, during\nthe period of employment with or performance of services for the Company or any\nsubsidiary, he makes or conceives of either solely or jointly with others, and\n(ii) is obligated to maintain the confidentiality of proprietary information of\nthe Company and its subsidiaries. To the Company's knowledge, none of the\nCompany's or any subsidiary's employees, consultants, officers or directors is\nobligated under any contract (including licenses, covenants or commitments of\nany nature) or other agreement, or subject to any judgment, decree or order of\nany Governmental Entity, that would conflict with their obligation to use their\nbest efforts to promote the interests of the Company and its subsidiaries in the\nCompany's and its subsidiaries' businesses or that would conflict with the\nCompany's and its subsidiaries' businesses. It is currently not necessary nor\nwill it be necessary for the Company or any subsidiary to utilize in the\nCompany's or any of its subsidiaries' businesses nor will the Company or any\nsubsidiary utilize in the Company's or any of its subsidiaries' businesses any\ninventions of any of such persons or entities (or people it currently intends to\nhire) made or owned prior to their employment by or affiliation with the Company\nor any subsidiary, nor is it or will it be necessary to utilize any other assets\nor rights of any such persons or entities (or people it currently intends to\nhire) made or owned prior to their employment with or engagement by the Company\nor any subsidiary, in violation of any Intellectual Property Rights of any such\nperson or entity or any other limitations or restrictions to which any such\nperson or entity is a party or to which any of such assets or rights may be\nsubject. To the best of the Company's knowledge, none of the Company's or any\nsubsidiary's employees, consultants, officers, directors or shareholders that\nhas had knowledge of or access to information relating to the Company's or any\nof its subsidiaries' businesses has taken, removed or made use of any\nproprietary documentation, manuals, products, materials, or any other tangible\nitem from his previous employer relating to the business as conducted of such\nprevious employer which has resulted in the Company's or any subsidiary's access\nto or use of such proprietary items in the Company's or any of its subsidiaries'\nbusinesses, and the Company and its subsidiaries will not gain access to or make\nuse of any such proprietary items in the Company's or any of its subsidiaries'\nbusinesses.\n\n     (g) Section 3.10 of the Company Disclosure Schedule also sets forth a\ncomplete list of all licenses, sublicenses and other agreements as to which the\nCompany or any subsidiary is a party and pursuant to which the Company or any\nsubsidiary or any other person is authorized to use, license, sublicense, sell\nor distribute any Intellectual \n\n                                      -16-\n\n\n \nProperty Right (excluding End-User Licenses). Neither the Company nor any\nsubsidiary is in violation of any license, sublicense or agreement described on\nsuch list except such violations as do not materially impair the Company's or\nany subsidiary's rights under such license, sublicense or agreement. Section\n3.10 of the Company Disclosure Schedule separately identifies each exclusive\narrangement between the Company or any subsidiary and any third party to use,\nlicense, sublicense, sell or distribute any Company Intellectual Property Right\nor any Company Product.\n\n     (h) Section 3.10 of the Company Disclosure Schedule contains a complete and\naccurate list of all applications, filings and other formal actions made or\ntaken pursuant to federal, state, local and foreign laws by the Company or any\nsubsidiary to perfect or protect its interest in the Company Intellectual\nProperty Rights, including, without limitation, all patents, patent\napplications, trademarks, trademark applications and registrations, service\nmarks, service mark applications and registrations and copyright applications\nand registrations. As used herein, the term \"INTELLECTUAL PROPERTY RIGHTS\" means\nall intellectual property rights, including, without limitation, domestic and\nforeign patents, patent applications, patent rights, trademarks, trademark\nregistrations, trademark applications, trade names, service marks, service mark\napplications and registrations, copyrights, copyright applications and\nregistrations, licenses, know-how, trade secrets, trade rights, proprietary\nprocesses and formulae, inventions, development tools, designs, plans,\nspecifications, technical information and other proprietary rights, whether or\nnot registered, and all documentation and media relating to the above, and the\nterm \"COMPANY INTELLECTUAL PROPERTY RIGHTS\" shall mean Intellectual Property\nRights owned by or granted exclusively or nonexclusively to the Company or any\nsubsidiary.\n\n     Section 3.11  Taxes.\n                   ----- \n\n     (a) For purposes of this Section 3.11 and other provisions of this\nAgreement relating to Taxes, the following definitions shall apply:\n\n          (i) The term \"TAXES\" shall mean all taxes, however denominated,\nincluding any interest, penalties or other additions to tax that may become\npayable in respect thereof, (A) imposed by any federal, territorial, state,\nlocal or foreign government or any agency or political subdivision of any such\ngovernment, which taxes shall include, without limiting the generality of the\nforegoing, all income or profits taxes (including but not limited to, federal\nincome taxes and state income taxes), payroll and employee withholding taxes,\nunemployment insurance, social security taxes, sales and use taxes, ad valorem\ntaxes, excise taxes, franchise taxes, gross receipts taxes, business license\ntaxes, occupation taxes, real and personal property taxes, stamp taxes,\nenvironmental taxes, transfer taxes, workers' compensation, Pension Benefit\nGuaranty Corporation premiums and other governmental charges, and other\nobligations of the same or of a similar nature to any of the foregoing, which\nare required to be paid, withheld or collected, (B) any liability for the\npayment of amounts referred to in (A) as a result of being a member of any\naffiliated, consolidated, combined or unitary group, or (C) any liability for\namounts referred to in (A) or (B) as a result of any obligations to indemnify\nanother person.\n\n                                      -17-\n\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          (iii) The term \"CODE\" shall mean the Internal Revenue Code of 1986, as\namended.\n\n     (b) Except as set forth in Section 3.11 of the Company Disclosure Schedule,\nand except as could not, either individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect on the Company and its subsidiaries,\ntaken as a whole, (i) all Returns required to be filed by or on behalf of the\nCompany and each of its subsidiaries have been duly filed on a timely basis and\nsuch Returns are true, complete and correct, (ii) all Taxes shown to be payable\non such Returns or on subsequent assessments with respect thereto, and all\npayments of estimated Taxes required to be made by or on behalf of the Company\nand each of its subsidiaries under Section 6655 of the Code or comparable\nprovisions of state, local or foreign law, have been paid in full on a timely\nbasis or have been accrued on the Financial Statements, and no other Taxes are\npayable by the Company or any of its subsidiaries with respect to items or\nperiods covered by such Returns (whether or not shown on or reportable on such\nReturns) or with respect to any period prior to the date of this Agreement,\n(iii) the Company and each of its subsidiaries has withheld and paid over all\nTaxes required to have been withheld and paid over, and complied with all\ninformation reporting and backup withholding requirements, including maintenance\nof required records with respect thereto, in connection with amounts paid or\nowing to any employee, creditor, independent contractor, or other third party,\n(iv) there are no liens on any of the assets of the Company or any of its\nsubsidiaries with respect to Taxes, other than liens for Taxes not yet due and\npayable or for Taxes that the Company or such subsidiary is contesting in good\nfaith through appropriate proceedings and for which appropriate reserves have\nbeen established, (v) the amount of the Company's and its subsidiaries'\nliability for unpaid Taxes (whether actual or contingent) for all periods\nthrough the date of the Financial Statements does not, in the aggregate, exceed\nthe amount of the current liability accruals for Taxes reflected on the\nFinancial Statements, and the Financial Statements properly accrue in accordance\nwith GAAP all liabilities for Taxes payable after the date of the Financial\nStatements attributable to transactions and events occurring prior to such date,\nand (vi) no liability for Taxes of the Company or any of its subsidiaries has\nbeen incurred (or prior to Closing will be incurred) since such date other than\nin the ordinary course of business.\n\n     (c) Except as set forth in Section 3.11(c) of the the Company Disclosure\nSchedule, the Company has made available to Purchaser true and complete copies\nof (i) relevant portions of income tax audit reports, statements of\ndeficiencies, closing or other agreements received by or on behalf of the\nCompany or any of its subsidiaries relating to Taxes, and (ii) all federal and\nstate income or franchise tax returns and state sales and use tax Returns for or\nincluding the Company or any of its subsidiaries for the periods ending on and\nafter June 30, 1993, June 30, 1994 and June 30, 1995, excluding from the\nforegoing such returns with respect to Taxes the nonpayment of which,\nindividually or in \n\n                                      -18-\n\n\n \nthe aggregate, could not reasonably be expected to cause a Material Adverse\nEffect. Neither the Company nor any of its subsidiaries does business in or\nderives income from any state other than states for which Returns have been duly\nfiled and made available to Purchaser.\n\n     (d) Except as disclosed in Section 3.11 of the Company Disclosure Schedule,\n(i) the Returns of or including the Company and its subsidiaries have never been\naudited by a government or taxing authority, nor is any such audit in process,\nthreatened or, to the Company's knowledge, pending (either in writing or\nverbally, formally or informally), (ii) no deficiencies exist or have been\nasserted (either in writing or verbally, formally or informally) or are expected\nto be asserted with respect to Taxes of the Company or any of its subsidiaries,\nand neither the Company nor any such subsidiary has received notice (either in\nwriting or verbally, formally or informally) nor expects to receive notice that\nit has not filed a Return or paid Taxes required to be filed or paid, (iii)\nneither the Company nor any of its subsidiaries is a party to any action or\nproceeding for assessment or collection of Taxes, nor has such event been\nasserted or threatened (either in writing or verbally, formally or informally)\nagainst the Company, any of its subsidiaries, or any of their assets, and (iv)\nno waiver or extension of any statute of limitations is in effect with respect\nto Taxes or Returns of the Company of its subsidiaries, excluding from the\nforegoing any such audit, threat of audit, deficiency, proposed deficiency,\naction, proceeding for assessment or collection, waiver or extension with\nrespect to which the amount in controversy is less than $50,000.\n\n     (e) Neither the Company nor any subsidiary has entered into any\ncompensatory agreements with respect to the performance of services which\npayment thereunder would result in a nondeductible expense to the Company or\nsuch subsidiary pursuant to Section 280G of the Code or an excise tax to the\nrecipient of such payment pursuant to Section 4999 of the Code.\n\n     Section 3.12  Certificate of Incorporation and Bylaws.  The Company has\n                   ---------------------------------------                   \nheretofore furnished to Purchaser a complete and correct copy of the certificate\nof incorporation and the bylaws or equivalent organizational documents, each as\namended to the date hereof, of the Company and made available to Purchaser such\ndocuments with respect to all subsidiaries.  Such certificate of incorporation,\nbylaws and equivalent organizational documents are in full force and effect.\nNeither the Company nor any of its subsidiaries is in violation of any of the\nprovisions of its certificate of incorporation or bylaws or equivalent\norganizational documents.\n\n     Section 3.13  Title to Property.\n                   -----------------  \n\n     (a) Except as disclosed in Section 3.13 to the Company Disclosure Schedule,\nthe Company and its subsidiaries have good and marketable title, or valid\nleasehold rights in the case of leased property, to all real property and all\npersonal property purported to be owned or leased by them, free and clear of all\nmaterial liens, security interests, claims, encumbrances and charges, excluding\n(i) immaterial liens for fees, taxes, levies, imposts, duties or governmental\ncharges of any kind which are not yet delinquent or are being \n\n                                      -19-\n\n\n \ncontested in good faith by appropriate proceedings which suspend the collection\nthereof, (ii) immaterial liens for mechanics, materialmen, laborers, employees,\nsuppliers or other liens arising by operation of law for sums which are not yet\ndelinquent or are being contested in good faith by appropriate proceedings,\n(iii) purchase money liens on office, computer and related equipment and\nsupplies incurred in the ordinary course of business, and (iv) liens or defects\nin title or leasehold rights that, individually or in the aggregate, could not\nreasonably be expected to have a Material Adverse Effect on the Company and its\nsubsidiaries, taken as a whole\n\n     (b) Except as set forth in Section 3.13 (b) of the Company Disclosure\nSchedule, consummation of the Merger will not result in any breach of or\nconstitute a default (or an event with which notice or lapse of time or both\nwould constitute a default) under, or give to others any rights of termination\nor cancellation of, or require the consent of others under, any lease in which\nthe Company or any of its subsidiaries is a lessee, except for breaches or\ndefaults which, individually or in the aggregate, could not reasonably be\nexpected to have a Material Adverse Effect on the Company and its subsidiaries,\ntaken as a whole\n\n     Section 3.14  Employee Benefit Plans.  The Company has disclosed in\n                   ----------------------                                \nSection 3.14 of the Company Disclosure Schedule a list of all material employee\nwelfare benefit plans  (as defined in Section 3(1) of the Employee Retirement\nIncome Security Act of 1974, as amended (\"ERISA\")), employee pension benefit\nplans (as defined in Section 3(2) of ERISA) and all other bonus, stock option,\nstock purchase, benefit, profit sharing, savings, retirement, disability,\ninsurance, incentive, deferred compensation and other similar fringe or employee\nbenefit plans, programs or arrangements for the benefit of, or relating to, any\nemployee of, or independent contractor or consultant to, the Company or any of\nits subsidiaries (together, the \"EMPLOYEE PLANS\").  The Company has made\navailable to Parent true and complete copies of all Employee Plans, as in\neffect, together with all amendments thereto which will become effective at a\nlater date, as well as the latest Internal Revenue Service determination letters\nobtained with respect to any Employee Plan qualified under Section 401(a) or\n501(a) of the Code.  Also with respect to each Employee Plan, true and complete\ncopies of the (i) three most recent annual actuarial valuation report, if any,\n(ii) three last filed Form 5500 together with Schedule A or B thereto or both,\n(iii) summary plan description (as defined in ERISA), if any, and all\nmodifications thereto communicated to employees, and (iv) three most recent\nannual and periodic accounting of related plan assets, if any, have been, or\nwill be, made available to Purchaser and are, or will be,  correct in all\nmaterial respects.  All of the foregoing are legal, valid, binding, in full\nforce and effect and there are no defaults thereunder, and no rights of the\nCompany or any of the Company's subsidiaries will be impaired by the execution\ndelivery and performance of this Agreement or the consummation of the\ntransactions contemplated hereby.  Neither the Company nor any of its\nsubsidiaries nor any of their respective directors, officers, employees or\nagents, nor, to the best knowledge of the Company and its subsidiaries, any\n\"party in interest\" or \"disqualified person\", as such terms are defined in\nSection 3 of ERISA and Section 4975 of the Code has, with respect to any\nEmployee Plan, engaged in or been a party to any \"prohibited transaction\", as\nsuch term is defined in Section 4975 of the Code or Section 406 of ERISA, which\n\n                                      -20-\n\n\n \ncould result in the imposition of either a penalty assessed pursuant to Section\n502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case\napplicable to the Company, any of its subsidiaries or any Employee Plan.  All\nEmployee Plans are in compliance in all material respects with the currently\napplicable requirements prescribed by all statutes, orders, or governmental\nrules or regulations currently in effect with respect to such Employee Plans,\nincluding, but not limited to, ERISA and the Code and, to the best knowledge of\nthe Company, there are no pending or threatened claims, lawsuits or arbitrations\n(other than routine claims for benefits) which have been asserted or instituted\nagainst the Company, any of its subsidiaries, any Employee Plan or the assets of\nany trust for any Employee Plan. Each Employee Plan which is a group health plan\n(within the meaning of Section 5000(b)(i) of the Code) complies with and has\nbeen maintained and operated in accordance with each of the requirements of\nSection 162(k) of the Code as in effect for years beginning prior to 1989,\nSection 4980B of the Code for years beginning after December 31, 1988 and Part 6\nof Subtitle B of Title I of ERISA.  Each Employee Plan intended to qualify under\nSection 401(a) of the Code does so qualify, and the trusts created thereunder\nare exempt from tax under the provisions of Section 501(a) of the Code.  Each\nEmployee Plan that has been terminated by the Company or any of its subsidiaries\nwhich was intended to qualify under Section 401(a) of the Code has received a\nfinal determination of such qualification from the Internal Revenue Service.\nAll contributions or payments required to be made or accrued before the\nEffective Time under the terms of any Employee Plan will have been made or\naccrued by the Company or by its subsidiaries, as applicable, by the Effective\nTime.  No Employee Plan subject to Section 412 of the Code has incurred any\n\"accumulated funding deficiency\" (as defined in ERISA), whether or not waived.\nNeither the Company nor any of its subsidiaries has incurred or reasonably\nexpects to incur any liability to the Pension Benefit Guaranty Corporation with\nrespect to any Employee Plan.  Neither the Company nor any of its subsidiaries\nhas incurred or reasonably expects to incur any withdrawal liability with\nrespect to any \"multiemployer plan\" (as defined in Section 3(37) of ERISA).\nThere have been no changes in the operation or interpretation of any of the\nEmployee\n\n     Plans since the most recent annual report or actual report which would have\nany material effect on the cost of operating or maintaining such Employee Plans.\n\n     Section 3.15  Labor Matters.\n                   -------------  \n\n     (a) Section 3.15(a) to the Company Disclosure Schedule sets forth a list of\nall Employees of the Company and its subsidiaries and their respective position,\nsalaries and other compensation  owed, payable or to be paid to them.\n\n     (b) Except as set forth in Section 3.15(b) to the Company Disclosure\nSchedule (i) neither the Company nor any of its subsidiaries is a party to any\noutstanding employment agreements or contracts with directors, officers,\nemployees or consultants that are not terminable at will, or that provide for\nthe payment of any bonus or commission; (ii) neither the Company nor any of its\nsubsidiaries is a party to any agreement, policy or practice that requires it to\npay termination or severance pay to salaried, non-exempt or hourly employees\n(other than as required by law); (iii)  neither the Company nor any of its\nsubsidiaries is a party to any collective bargaining agreement or other labor\n\n                                      -21-\n\n\n \nunion contract applicable to persons employed by the Company or its\nsubsidiaries, nor does the Company or any of its subsidiaries know of any\nactivities or proceedings of any labor union to organize any such employees.\n\n     (c) Except as set forth in Section 3.15(c) to the Company Disclosure\nSchedule: (i) the Company and all of its subsidiaries are in compliance in all\nmaterial respects with all applicable laws relating to employment and employment\npractices, wages, hours, and terms and conditions of employment; (ii) there is\nno unfair labor practice charge or complaint pending before the National Labor\nRelations Board (\"NLRB\"); (iii) there is no labor strike, material slowdown or\nmaterial work stoppage or lockout actually pending or, to the Company's\nknowledge, threatened against or affecting the Company or any of its\nsubsidiaries, and neither the Company nor any of its subsidiaries has\nexperienced any strike, material slowdown or material work stoppage or lockout\nsince June 30, 1995; (iv) there is no representation claim or petition pending\nbefore the NLRB and no question concerning representation exists relating to the\nemployees of the Company or any of its subsidiaries; (v) there are no charges\nwith respect to or relating to the Company or any of its subsidiaries pending\nbefore the Equal Employment Opportunity Commission or any state, local or\nforeign agency responsible for the prevention of unlawful employment practices;\n(vi) neither the Company nor any of its subsidiaries has formal notice from any\nFederal, state, local or foreign agency responsible for the enforcement of labor\nor employment laws of an intention to conduct an investigation of the Company or\nany of its subsidiaries and no such investigation is in progress.\n\n     Section 3.16  Proxy Statement.  The Proxy Statement will comply in all\n                   ---------------                                          \nmaterial respects with the applicable requirements of the Exchange Act and the\nrules and regulations thereunder except that no representation or warranty is\nbeing made by the Company with respect to any information supplied to the\nCompany by Parent or Purchaser specifically for inclusion in the Proxy\nStatement.  The Proxy Statement will not, at the time the Proxy Statement (or\nany amendment or supplement thereto) is filed with the SEC or first sent to\nshareholders, at the time of the Company Shareholders' Meeting or at the\nEffective Time, contain any untrue statement of a material fact or omit to state\nany material fact required to be stated therein or necessary in order to make\nthe statements therein, in light of the circumstances under which they were\nmade, not misleading.\n\n     Section 3.17  Brokers.  No broker, finder or investment banker (other than\n                   -------                                                      \nRobertson, Stephens &amp; Company) is entitled to any brokerage, finder's or other\nfee or commission in connection with the transactions contemplated by this\nAgreement based upon arrangements made by and on behalf of the Company.  The\nCompany has heretofore furnished to Purchaser true and complete information\nconcerning the financial arrangements between the Company and Robertson,\nStephens &amp; Company pursuant to which such firm would be entitled to any payment\nas a result of the transactions contemplated hereunder.\n\n     Section 3.18  Environmental Laws.\n                   ------------------  \n\n                                      -22-\n\n\n \n          (a) The operations of the Company and its subsidiaries comply in all\nmaterial respects with all applicable federal, state and local environmental\nlaws, statutes and regulations.\n\n          (b) The operations of the Company and its subsidiaries are not the\nsubject of any judicial or administrative proceeding alleging the violation of\nany federal, state or local environmental law, statute or regulation.\n\n          (c) The operations of the Company and its subsidiaries are not the\nsubject of any federal or state investigation pursuant to which the Company or\nany subsidiary has been ordered to respond to a release of any hazardous or\ntoxic waste or substance into the environment in violation of law.\n\n          (d) Each of the Company and its subsidiaries has not filed any notice\nunder federal or state law indicating past or present treatment, storage or\ndisposal requiring a Part B permit or designation of \"interim status\" as defined\nunder 40 C.F.R. Parts 260-270 or any state equivalent of a hazardous or toxic\nwaste or substance as defined therein or reporting a spill or release of a\nhazardous or toxic waste or substance into the environment except in accordance\nwith applicable law.\n\n          (e) Each of the Company and its subsidiaries has not released, as\ndefined in the Comprehensive Environmental Response Compensation and Liability\nAct (42 U.S.C. (S)9601 et seq.), any hazardous substance as defined therein into\n                       -- ---                                                   \nthe environment, except where such release could not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on the\nCompany and its subsidiaries, taken as a whole;\n\n          (f) None of the operations of the Company or any subsidiary involve\nthe generation, transportation, treatment or disposal as defined under 40 C.F.R.\nParts 260-270 or any state equivalent of hazardous waste as defined therein\nrequiring a Part B permit or designation of \"interim status\".\n\n          (g) No underground storage tanks are on the premises of the Company or\nany subsidiary.\n\n          (h) No lien in favor of any governmental authority for (i) any\nliability under federal or state environmental laws or regulations, or (ii)\ndamages arising from or costs incurred by such governmental authority in\nresponse to a release of a hazardous or toxic waste or substance into the\nenvironment has been filed or attached to the premises currently owned or leased\nby the Company or any subsidiary.\n\n          (i) All material permits necessary for the continued conduct of the\nbusiness of the Company and its subsidiaries for the transportation, transfer,\nrecycling, storage, use, treatment, manufacture, investigation or removal of any\nhazardous or toxic waste or substance have been obtained by the Company or any\nsubsidiary.  All such permits are valid and in full force and effect.  Each of\nthe Company and the its subsidiaries \n\n                                      -23-\n\n\n \nhas complied in all material respects with all covenants and conditions of any\npermits and no circumstances exist which could cause any permit to be revoked,\nmodified or rendered non-renewable upon the payment of the permit fee or, to the\nbest of the Company's knowledge, which could impose upon the Company, any of the\nCompany's subsidiaries or the Surviving Corporation the obligation to obtain any\nadditional permits for such activities, absent a change in operations.\n\n          (j) Neither the Company nor any subsidiary has exposed any persons in\na material manner to, nor received notice of any claim of injury due to exposure\nof any person to, hazardous or toxic wastes or substances manufactured, stored,\nused, distributed, disposed of, released or controlled by the Company or any\nsubsidiary.\n\n          (k) No hazardous or toxic wastes or substances are present on any\nproperty which has been owned, leased or occupied by the Company or any\nsubsidiary, for the conduct of its business which could reasonably be expected\nto result in a Material Adverse Effect on the Company and its subsidiaries taken\nas a whole.\n\n          (l) No claim, complaint, or administrative proceeding has been brought\nand is currently pending against the Company or any subsidiary relating to any\nliability of the Company or any subsidiary existing or threatened with respect\nto the release of hazardous or toxic wastes or substances or as to the\ninvestigation or remediation of hazardous or toxic wastes or substances.\n\n     As used herein \"FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS, STATUTES OR\nREGULATIONS\" means any and all applicable laws, rules, regulations, orders,\ntreaties, statutes and codes promulgated by any local, state, federal or\ninternational governmental authority or agency which has jurisdiction over the\nenvironment and any portion of the current operations of the Company and its\nsubsidiaries, and which prohibits, regulates or controls any hazardous material\nor the transportation, storage, transfer, recycling, use, treatment,\nmanufacture, investigation, removal, remediation, release, sale or distribution\nof hazardous materials including, without limitation, the Comprehensive\nEnvironmental Response, Compensation and Liability Act (42 U.S.C. (S)9601 et\n                                                                          --\nseq.), the Hazardous Material Transportation Act (49 U.S.C. (S)1801 et seq.),\n- ---                                                                 -- ---   \nthe Resource Conservation and Recovery Act (42 U.S.C. (S)6901 et seq.), the\n                                                              -- ---       \nFederal Water Pollution Control Act (33 U.S.C. (S)1251 et seq.), the Clean Air\n                                                       -- ---                 \nAct (42 U.S.C. (S)7401 et seq.), the Toxic Substances Control Act, as amended\n                       -- ---                                                \n(15 U.S.C. (S)2601 et seq.), as these laws have been amended or supplemented to\n                   -- ---                                                      \ndate and any analogous state or local statutes and the regulations promulgated\nto date pursuant thereto.\n\n     As used herein, \"HAZARDOUS OR TOXIC WASTE OR SUBSTANCE\" means those\nsubstances which are regulated by or form the basis of liability under any\nfederal, state and local environmental laws, statutes or regulations because\nthey are radioactive, toxic or hazardous, including, without limitation: (a)\nasbestos, (b) oil and petroleum products, (c) explosives, (d) radioactive\nsubstances, pollutants or wastes, (e) urea formaldehyde-containing building\nmaterials, (f) polychlorinated biphenyls, (g) radon gas, and (h) ultra-hazardous\nor toxic substances, pollutants or wastes.\n\n                                      -24-\n\n\n \n     Section 3.19  Disclosure.  The Company has provided or made available to\n                   ----------                                                 \nParent copies of all documents and information requested by Parent pursuant to\nParent's diligence request lists dated (or provided pursuant to cover letters\ndated) September 12, 13 and 20, 1996, to the extent the items on such lists are\napplicable to the Company or any of its subsidiaries.  Except as described in\nSection 3.19 of the Company Disclosure Schedule, the Company has made available\nto Parent true and correct copies of the Company's Certificate of Incorporation,\nbylaws and all minutes of meetings or actions by written consent of the Board of\nDirectors (including without limitation all committees thereof) and shareholders\nof the Company and its subsidiaries, which minutes and actions by written\nconsent reflect all actions taken by the Board of Directors (including without\nlimitation all committees thereof ) and shareholders of the Company and its\nsubsidiaries.  To the extent Section 3.19 of the Company Disclosure Schedules\nlists minutes not made available to Parent, Section 3.19 of the Company\nDisclosure Schedule sets forth all actions taken at such meetings and all\nmaterial matters discussed at such meetings.\n\n     Section 3.20  Insurance.  Section 3.20 to the Company Disclosure Schedule\n                   ---------                                                   \nsets forth a true and complete list of all insurance policies in force at the\ndate hereof, with respect to the assets, properties or operations of each of the\nCompany and its subsidiaries,  together with a summary description of the\npremiums currently paid thereon, the hazards insured against and the dollar\namount of coverage (indicating deductibles, if any).  True and complete copies\nof all such insurance policies will be made available to Purchaser by the\nCompany.  Such policies will not be terminated as a result of the Merger and\nwill be effective as policies of the Surviving Corporation, subject to payment\nof applicable premiums.  Such policies also are in full force and effect with\nreputable insurers in such amounts and insure against such losses and risks\n(including product liability) as are adequate to protect the properties and\nbusinesses of each of the Company and its subsidiaries.  All such insurance is\nof like character and amount as is carried by like businesses similarly\nsituated.\n\n     Section 3.21  Rights Agreement.  The Company has provided Parent with a\n                   ----------------                                         \ncomplete and correct copy of the Rights Agreement.  The amendment to the Rights\nAgreement attached hereto as Section 3.21 of the Company Disclosure Schedule has\nbeen duly authorized by the Board of Directors of the Company and has been duly\nexecuted by the Company, and, accordingly, the execution of this Agreement, the\nannouncement or making of the Offer, the acquisition of Shares pursuant to the\nMerger and the other transactions contemplated by this Agreement will not cause\nthe Rights to become exercisable or result in either Parent or Purchaser or any\nof their affiliates to become an \"Acquiring Person\" (as defined in the Rights\nAgreement) or the occurrence of a \"Distribution Date\", a \"Section 11(a)(ii)\nEvent\", or a \"Section 13 Event\" (as such terms are defined in the Rights\nAgreement).\n\n     Section 3.22  State Takeover Statutes.  The Board of Directors of the\n                   -----------------------                                \nCompany has approved the Merger and this Agreement (and the transactions\ncontemplated hereby), and such approval is sufficient to render inapplicable to\nthe Merger, this Agreement and the transactions contemplated hereby Section 912\nof the NYBCL.  No other \"business combination,\" \"fair price,\" \"moratorium,\"\n\"control share acquisition,\" or other anti-\n\n                                      -25-\n\n\n \ntakeover statute or similar statute or regulations, applies or purports to apply\nto the Offer, the Merger, this Agreement or any of the transactions contemplated\nhereby.\n\n     Section 3.23  Contracts and Commitments.\n                   ------------------------- \n\n     (a) Except as disclosed in Section 3.23 of the Company Disclosure Schedule,\nneither the Company nor any of its subsidiaries is a party or subject to:\n\n          (i)    any plan, contract or arrangement which requires aggregate\npayments by the Company or any of its subsidiaries in excess of $50,000, written\nor oral, providing for bonuses, pensions, deferred compensation, severance pay\nor benefits, retirement payments, profit-sharing, or the like;\n\n          (ii)   any joint marketing, joint development or joint venture\ncontract or arrangement or any other agreement which has involved or is expected\nto involve a sharing of profits with other persons;\n\n          (iii)  any existing OEM agreement, distribution agreement, volume\npurchase agreement, or other similar agreement in which the annual amount\ninvolved in 1995 exceeded or is expected to exceed in 1996 $50,000 in aggregate\namount or pursuant to which the Company or any of its subsidiaries has granted\nor received most favored customer provisions or exclusive marketing rights\nrelated to any product, group of products or territory;\n\n          (v)    any lease for real or personal property in which the amount of\npayments which the Company or any of its subsidiaries is required to make on an\nannual basis exceeds $25,000;\n\n          (vi)   any agreement, contract, mortgage, indenture, lease,\ninstrument, license, franchise, permit, concession, arrangement, commitment or\nauthorization which may be, by its terms, terminated or breached by reason of\nthe execution of this Agreement, the Merger, or the consummation of the\ntransactions contemplated hereby or thereby;\n\n          (vii)  except for trade indebtedness incurred in the ordinary course\nof business, any instrument evidencing or related in any way to indebtedness in\nexcess of $50,000 incurred in the acquisition of companies or other entities or\nindebtedness in excess of $50,000 for borrowed money by way of direct loan, sale\nof debt securities, purchase money obligation, conditional sale, guarantee,\nindemnification or otherwise;\n\n          (viii) any license agreement, either as licensor or licensee\n(excluding nonexclusive object code software licenses granted to end-users in\nthe ordinary course of business that permit use of software products by a\nlimited number of users without a right to modify, distribute or sublicense the\nsame (\"END-USER LICENSES\"));\n\n          (ix)   any contract containing covenants purporting to limit the\nCompany's freedom or that of any of its subsidiaries to compete in any line of\nbusiness or in any geographic area or with any third party;\n\n                                      -26-\n\n\n \n          (x)    any agreement, contract or commitment relating to capital\nexpenditures and involving future obligations in excess of $50,000; or\n\n          (xi)   any other agreement, contract or commitment which is material\nto the Company and its subsidiaries taken as a whole.\n\n     (b) Except as disclosed in Section 3.23 (b) of the Company Disclosure\nSchedule, each agreement, contract, mortgage, indenture, plan, lease,\ninstrument, permit, concession, franchise, arrangement, license and commitment\nlisted in Section 3.23 of the Company Disclosure Schedule is valid and binding\non the Company or its subsidiaries, as applicable and assuming due and valid\nauthorization, execution and delivery by all counter parties, and is in full\nforce and effect, and neither the Company nor any of its subsidiaries, nor to\nthe knowledge of the Company, any other party thereto, has breached any material\nprovision of, or is in material default under the terms of, any such agreement,\ncontract, mortgage, indenture, plan, lease, instrument, permit, concession,\nfranchise, arrangement, license or commitment.\n\n     (c) There is no agreement, judgment, injunction, order or decree binding\nupon the Company or any of its subsidiaries which has or could reasonably be\nexpected to have the effect of prohibiting or materially impairing any material\ncurrent business practice of the Company or its subsidiaries, any acquisition of\nmaterial property by the Company or its subsidiaries or the conduct of business\nby the Company or its subsidiaries as currently conducted or as proposed to be\nconducted by the Company or its subsidiaries.\n\n     (d) Each agreement or arrangement under which the Company or any of its\nsubsidiaries will incur legal, accounting or financial advisor expenses as a\nresult of the transactions contemplated by this Agreement, and the maximum\nliability of the Company or any such subsidiary under each such agreement or\narrangement, is described in Section 3.23 of the Company Disclosure Schedule.\n\n     Section 3.24  Support Agreements.\n                   ------------------ \n\n     (a) As part of Section 3.24 of the Company Disclosure Schedule, the Company\nhas provided to Parent a list, which is complete in all materials respects, of\nall customers that are parties to agreements or other arrangements pursuant to\nwhich the Company is obligated to provide support services with respect to the\nCompany Products (such agreements, as supplemented below, are referred to\ncollectively as the \"LICENSE AGREEMENTS\").  Except as set forth in Section 3.24\nof the Company Disclosure Schedule, none of the License Agreements contains\nterms that, individually or in the aggregate with the other License Agreements,\ncould reasonably be expected to cause a Material Adverse Effect.  The versions\nof the Company Products currently supported by the Company or any of its\nsubsidiaries are set forth in Section 3.24 of the Company Disclosure Schedule.\n\n     (b) Except as set forth in Section 3.24(b) of the Company Disclosure\nSchedule, neither the Company nor any of its subsidiaries has granted any third\nparty the \n\n                                      -27-\n\n\n \nright to furnish support or maintenance services with respect to any Company\nProducts to any other third party.\n\n     (c) Except as set forth in Section 3.24(c) of the Company Disclosure\nSchedule, no agreement for support or maintenance of the Company Products by the\nCompany obligates the Company or any of its subsidiaries, and no agreement would\nobligate Parent after the Closing Date, to provide any change in functionality\nor other alteration in the performance of the Company Products or to provide new\nproducts or technology. Except as set forth in Section 3.24(c) of the Company\nDisclosure Schedule, no agreement pursuant to which the Company or any of its\nsubsidiaries has licensed the use of the Company Products to any third party\nobligates the Company or any of its subsidiaries to provide any change in\nfunctionality or other alteration in the performance of the Company Products or\nto provide new products or technology.\n\n     (d) Except as set forth in Section 3.24 of the Company Disclosure Schedule,\neach of the Company and its subsidiaries has not provided any warranties,\nexpress or implied, with respect to the Company Products.  Each of the Company\nand its subsidiaries is in compliance in all material respects with all\nwarranties described in Section 3.24 of the Company Disclosure Schedule.\n\n     Section 3.25  Interests of Officers and Directors.  To the best of the\n                   -----------------------------------                     \nCompany's knowledge, no officer or director of the Company has had, either\ndirectly or indirectly, a material interest in:  (i) any person or entity which\npurchases from or sells, licenses or furnishes to the Company or any of its\nsubsidiaries any goods, property, technology or intellectual or other property\nrights or services; (ii) any contract or agreement to which the Company or any\nof its subsidiaries is a party or by which it may be bound or affected; or (iii)\nany property, real or personal, tangible or intangible, used in or pertaining to\nits business or that of its subsidiaries, including any interest in the Company\nIntellectual Property Rights.\n\n     Section 3.26  Restrictions on Business Activities.  Except as set forth in\n                   -----------------------------------                         \nSection 3.26 of the Company Disclosure Schedule, there is no material agreement,\njudgment, injunction, order or decree binding upon the Company or any of its\nsubsidiaries which has or could reasonably be expected to have the effect of\nprohibiting or materially impairing any business practice of the Company or any\nof its subsidiaries, any acquisition of property by the Company or any of its\nsubsidiaries or the conduct of business by the Company or any of its\nsubsidiaries.\n\n     Section 3.27  Questionable Payments.  Neither the Company nor any of its\n                   ---------------------                                     \nsubsidiaries nor to its knowledge any director, officer, agent or other employee\nof the Company or any of its subsidiaries has:  (i) made any payments or\nprovided services or other favors in the United States of America or in any\nforeign country in order to obtain preferential treatment or consideration by\nany Governmental Entity with respect to any aspect of the business of the\nCompany or any of its subsidiaries; or (ii) made any political contributions\nwhich would not be lawful under the laws of the United States or the foreign\ncountry in which such payments were made.  Neither the Company nor any of its\n\n                                      -28-\n\n\n \nSubsidiaries nor to its knowledge any director, officer, agent or other employee\nof the Company or any of its subsidiaries has been the subject of any inquiry or\ninvestigation by any Governmental Entity in connection with payments or benefits\nor other favors to or for the benefit of any governmental or armed services\nofficial, agent, representative or employee with respect to any aspect of the\nbusiness of the Company or its subsidiaries or with respect to any political\ncontribution.\n\n     Section 3.28  Opinion of Financial Advisor. Robertson, Stephens &amp; Company\n                   ----------------------------                               \n(the \"FINANCIAL ADVISOR\") has rendered to the Board of Directors of the Company\na written opinion dated as of September 23, 1996, a copy of which has been\nprovided to Purchaser, to the effect that the consideration to be received by\nthe shareholders of the Company pursuant to the Merger is fair to such\nshareholders from a financial point of view.   Such opinion was delivered orally\nto the Company's Board of Directors not later than the time that consummation of\nthe transactions contemplated hereby was authorized, approved and adopted by the\nCompany's Board of Directors, and was delivered in writing to the Company's\nBoard of Directors prior to the execution of this Agreement.\n\n                                  ARTICLE IV\n\n            REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER\n\n     Parent and Purchaser represent and warrant to the Company as follows:\n\n     Section 4.1  Organization.  Each of Parent and Purchaser is a corporation\n                  ------------                                                \nduly organized, validly existing and in good standing under the laws of its\njurisdiction of incorporation and has the requisite corporate power and\nauthority and any necessary governmental approvals to own, operate or lease the\nproperties that it purports to own, operate or lease and to carry on its\nbusiness as it is now being conducted, except for such failure which, when taken\ntogether with all other such failures, could not reasonably be expected to have\na Material Adverse Effect (as defined below) on Parent and Purchaser.  When used\nin connection with Purchaser and Parent, the term \"MATERIAL ADVERSE EFFECT\"\nmeans any material adverse effect on the business, operations, properties\n(including tangible properties), condition (financial or otherwise), assets or\nliabilities of Parent and Purchaser taken as a whole.\n\n     Section 4.2  Authorization; Validity of Agreement; Necessary Action.  Each\n                  ------------------------------------------------------       \nof Parent and Purchaser has full corporate power and authority to execute and\ndeliver this Agreement and to consummate the transactions contemplated hereby.\nThe execution, delivery and performance by Parent and Purchaser of this\nAgreement, and the consummation of the Merger and of the transactions\ncontemplated hereby, have been duly authorized by the Boards of Directors of\nParent and Purchaser and by Parent as the sole shareholder of Purchaser and no\nother corporate or shareholder action on the part of Parent and Purchaser is\nnecessary to authorize the execution and delivery by Parent and Purchaser of\nthis Agreement and the consummation of the transactions contemplated hereby.\nThis Agreement has been duly executed and delivered by Parent and Purchaser, as\nthe case may be, and, assuming due and valid authorization, execution and\ndelivery hereof \n\n                                      -29-\n\n\n \nby the Company, and is a valid and binding obligation of each of Parent and\nPurchaser, as the case may be, enforceable against each of them in accordance\nwith its respective terms.\n\n     Section 4.3  Consents and Approvals; No Violations.  Except for the filings\n                  -------------------------------------                         \nset forth on Section 4.3 of the Purchaser Disclosure Schedule delivered to the\nCompany on or before the date hereof (the \"PURCHASER DISCLOSURE SCHEDULE\") and\nthe filings, permits, authorizations, consents and approvals as may be required\nunder, and other applicable requirements of, the HSR Act, foreign laws governing\ncompetition or antitrust matters, state securities or blue sky laws, and the\nNYBCL or the DGCL, neither the execution, delivery or performance of this\nAgreement by Parent or Purchaser nor the consummation by Parent or Purchaser of\nthe transactions contemplated hereby nor compliance by Parent or Purchaser with\nany of the provisions hereof will (i) conflict with or result in any breach of\nany provision of the Certificate of Incorporation or the bylaws of Parent or\nPurchaser, (ii) require any filing with, or permit, authorization, consent or\napproval of, any Governmental Entity on the part of Parent or Purchaser, (iii)\nresult in a violation or breach of, or constitute (with or without due notice or\nlapse of time or both) a default (or give rise to any right of termination,\namendment, cancellation or acceleration) under, any of the terms, conditions or\nprovisions of any agreement to which Parent or Purchaser is a party, or (iv)\nviolate any order, writ, injunction, decree, statute, rule or regulation\napplicable to Parent or Purchaser, any of its subsidiaries or any of their\nproperties or assets, excluding from the foregoing clauses (ii), (iii) and (iv)\nsuch violations, breaches, rights of termination, amendment, cancellation or\nacceleration or defaults which could not, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Parent and\nPurchaser, taken as a whole, and which will not materially impair the ability of\nParent or Purchaser to consummate the transactions contemplated hereby.\n\n     Section 4.4  Financing Arrangements.  At the Effective Time, Parent will\n                  ----------------------                                      \nhave and will make available to Purchaser all funds necessary to satisfy all of\nPurchaser's and Parent's obligations under this Agreement and in connection with\nthe transactions contemplated hereby, including without limitation, the\nobligations to purchase all outstanding Shares pursuant to the Merger.\n\n     Section 4.5  No Prior Activities.  Except for obligations or liabilities\n                  -------------------                                         \nincurred in connection with its incorporation or organization or the negotiation\nand consummation of this Agreement and the transactions contemplated hereby\n(including any financing), Purchaser has not incurred any obligations or\nliabilities, and has not engaged in any business or activities of any type or\nkind whatsoever or entered into any agreements or arrangements with any person\nor entity.  Purchaser is a wholly owned subsidiary of Parent.\n\n     Section 4.6  Brokers.  No broker, finder or investment banker is entitled\n                  -------                                                      \nto any brokerage, finder's or other fee or commission in connection with the\ntransactions contemplated by this Agreement based upon arrangements made by and\non behalf of Parent or Purchaser.\n\n     Section 4.7  Offer Documents.  None of the information supplied in writing\n                  ---------------                                              \nby Parent or Purchaser (the \"PURCHASER INFORMATION\") for inclusion in the Proxy\nStatement, \n\n                                      -30-\n\n\n \nor in any amendments thereof or supplements thereto, will on the date the Proxy\nStatement is first mailed to shareholders contain any statement which, at such\ntime and in light of the circumstances under which it will be made, be false or\nmisleading with respect to any material fact, or omit to state any material fact\nnecessary in order to make the statements therein not false or misleading.\nParent and Purchaser will timely file with the SEC a Schedule 13e-3 relating to\nthe transactions contemplated hereby, and such Schedule 13e-3 will comply in all\nmaterial respects with the requirements of the Exchange Act and the rules and\nregulations thereunder. Notwithstanding the foregoing, Parent and Purchaser do\nnot make any representation or warranty with respect to any information that is\nsupplied by the Company or its accountants, counsel or other authorized\nrepresentatives for use in the Proxy Statement or the Schedule 13e-3.\n\n     Section 4.8.  Litigation.  There are no claims, actions, suits, proceedings\n                   ----------                                                   \nor investigations pending or, to the best knowledge of Parent or Purchaser,\nthreatened against Parent or any of its subsidiaries, or any properties or\nrights of Parent or any of its subsidiaries, before any court, administrative,\ngovernmental or regulatory authority or body, domestic or foreign, which would\nprevent or delay the performance of this Agreement.\n\n                                   ARTICLE V\n\n                                   COVENANTS\n\n     Section 5.1  Interim Operations of the Company.  The Company covenants and\n                  ---------------------------------                            \nagrees that, except (i) as expressly contemplated by this Agreement, (ii) as set\nforth in Section 5.1 of the Company Disclosure Schedule or (iii) as agreed in\nwriting by Purchaser, after the execution and delivery of this Agreement and\ncontinuing until the earlier of the termination of this Agreement or the\nEffective Time:\n\n     (a) the business of the Company and its subsidiaries shall be conducted\nonly in the ordinary and usual course and, to the extent consistent therewith,\neach of the Company and its subsidiaries shall use its reasonable commercial\nefforts to preserve its business organization intact and maintain its existing\nrelations with customers, suppliers, employees, creditors and business partners;\n\n     (b) the Company shall not, directly or indirectly, amend its or any of its\nsubsidiaries' certificate of incorporation or bylaws or similar organizational\ndocuments;\n\n     (c) the Company shall not, and it shall not permit its subsidiaries to:\n(i)(A) declare, set aside or pay any dividend or other distribution payable in\ncash, stock or property with respect to the Company's capital stock or that of\nits subsidiaries, or (B) redeem, purchase or otherwise acquire directly or\nindirectly any of the Company's capital stock (or options, warrants, calls,\ncommitments or rights of any kind to acquire any shares of capital stock) or\nthat of its subsidiaries; (ii) issue, sell, pledge, dispose of or encumber any\nadditional shares of, or securities convertible into or exchangeable for, or\noptions, warrants, calls, commitments or rights of any kind to acquire, any\nshares of capital stock \n\n                                      -31-\n\n\n \nof any class of the Company or its subsidiaries, other than Shares issued upon\nthe exercise of Options outstanding on the date hereof in accordance with the\nOption Plans as in effect on the date hereof; or (iii) split, combine or\nreclassify the outstanding capital stock of the Company or of its subsidiaries;\n\n     (d) the Company shall not, and it shall not permit its subsidiaries to,\nacquire or agree to acquire, or dispose of or agree to dispose of, any material\nassets, either by purchase, merger, consolidation, sale of shares in any of its\nsubsidiaries or otherwise;\n\n     (e) the Company shall not, and it shall not permit its subsidiaries to,\ntransfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any of\nthe Company Intellectual Property or any material assets, other than pursuant to\ngrants of nonexclusive End-User Licenses in the ordinary course of business\nconsistent with past practice;\n\n     (f) neither the Company nor its subsidiaries shall:  (i) grant any increase\nin the compensation payable or to become payable by the Company or any of its\nsubsidiaries to any of its officers, directors or key employees, other than\nregularly scheduled pay increases of not more than 10% per annum; or (ii)(A)\nadopt any new, or (B) except as contemplated by Section 2.4, amend or otherwise\nincrease, or accelerate the payment or vesting of the amounts payable or to\nbecome payable under any existing, bonus, incentive compensation, deferred\ncompensation, severance, profit sharing, stock option, stock purchase,\ninsurance, pension, retirement or other employee benefit plan, agreement or\narrangement; or (iii) enter into or modify or amend any employment or severance\nagreement with or, except in accordance with the existing policies of the\nCompany set forth in Section 5.1 of the Company Disclosure Schedule or as\nrequired by applicable law, grant any severance or termination pay to any\nofficer, director or employee of the Company or any of its subsidiaries; or (iv)\nenter into any collective bargaining agreement;\n\n     (g) neither the Company nor any of its subsidiaries shall materially\nmodify, amend or, without Parent's prior written consent, which consent shall\nnot be withheld unreasonably, terminate any of its material contracts or waive,\nrelease or assign any material rights or claims;\n\n     (h) neither the Company nor any of its subsidiaries shall:  (i) incur or\nassume any indebtedness in amounts not consistent with past practice; (ii)\nmaterially modify any indebtedness or other liability; (iii) assume, guarantee,\nendorse or otherwise become liable or responsible (whether directly,\ncontingently or otherwise) for the obligations of any other person, other than\nimmaterial amounts in the ordinary course of business consistent with past\npractice and other than for any subsidiary; (iv) make any loans, advances or\ncapital contributions to, or investments in, any other person (other than to\nwholly owned subsidiaries of the Company or customary advances to employees in\naccordance with past practice); or (v) enter into any material commitment or\ntransaction;\n\n     (i) neither the Company nor any of its subsidiaries shall change any of the\naccounting methods, practices or policies used by it unless required by GAAP;\n\n                                      -32-\n\n\n \n     (j) the Company shall not, and it shall not permit its subsidiaries to,\nmake or agree to make any new capital expenditures in excess of $100,000 in the\naggregate;\n\n     (k) the Company shall not, and it shall not permit its subsidiaries to,\nmake any material tax election (unless required by law) or settle or compromise\nany material income tax liability;\n\n     (l) the Company shall not, and it shall not permit its subsidiaries to (i)\nwaive the benefits of, or agree to modify in any  material manner, any\nconfidentiality, standstill or similar agreement to which the Company or any of\nits subsidiaries is a party, or (ii) pay, discharge or satisfy any actions,\nsuits, proceedings or claims, other than the payment, discharge or satisfaction,\nin each case in complete satisfaction, and with a complete release, of such\nmatter with respect to all parties to such matter, of actions, suits,\nproceedings or claims that do not result in or create, individually or in the\naggregate, a Material Adverse Effect; provided, however, that if the Company\ndetermines to make any such payment, discharge or satisfaction, prior to\ncommitting to make any such payment, discharge or satisfaction the Company shall\ngive Parent advance written notice of such determination specifying the amount\nto be paid and any other terms and conditions thereof, and if Parent, within 15\ndays of such notice, shall instruct the Company not to make or commit to make\nsuch payment, discharge or satisfaction, then the Company shall not make or\ncommit to make such payment, discharge or satisfaction; provided, further,\nhowever, that, if Parent provides any such instructions, and the proposed\nresolution of such matter does not or would not by itself result in a Material\nAdverse Effect, and is in complete satisfaction, and includes a full release, of\nsuch matter, with respect to all parties to such matter, without any payment or\nother obligation of Parent or Purchaser, for purposes of Section 6.3(d), such\nmatter shall not be considered a threatened, or instituted and continuing,\naction, suit or proceeding, and for purposes of Sections 6.3(a) and (e) any\nadverse effect against the Company in any such matter shall not be considered or\naggregated in determining whether a Material Adverse Effect has occurred;\nprovided, further, however, that, any such proposed payment, discharge or\nsatisfaction shall be considered or aggregated in determining whether a Material\nAdverse Effect has occurred;\n\n     (m) the Company shall not, and it shall not permit its subsidiaries to,\ncommence a lawsuit other than (i) for the routine collection of bills or (ii) in\nsuch cases where the Company in good faith determines that the failure to\ncommence suit would result in a material impairment of a valuable aspect of the\nCompany's business, provided that the Company consults with Parent prior to\nfiling such suit;\n\n     (n) the Company shall not, and it shall not permit its subsidiaries to,\nmake any payment or incur any liability or obligation for the purpose of\nobtaining any consent from any third party to the transactions contemplated\nhereby, other than any payment, obligation or liability that does not create,\nindividually or in the aggregate, a Material Adverse Effect; and\n\n                                      -33-\n\n\n \n     (o) neither the Company nor any of its subsidiaries will enter into an\nagreement, contract, commitment or arrangement to do any of the foregoing, or to\nauthorize, recommend, propose or announce an intention to do any of the\nforegoing.\n\n     Section 5.2  Access; Confidentiality.  The Company shall (and shall cause\n                  -----------------------                                     \neach of its subsidiaries to) (a) afford to the officers, employees, accountants,\ncounsel, and other representatives of Parent, reasonable access to and the right\nto inspect and observe, during normal business hours during the period prior to\nthe Effective Time, all its personnel, accountants, representatives, properties,\nbooks, contracts, insurance policies, commitments and records, offices, plants\nand other facilities, (b) make available promptly to Parent (i) a copy of each\nreport, schedule, registration statement and other document filed or received by\nit during such period pursuant to the requirements of federal securities laws\nand (ii) all other information concerning its business, properties and personnel\n(including, without limitation, insurance policies) as Parent may reasonably\nrequest. Parent will treat any such information in accordance with the\nprovisions of a letter agreement dated September 13, 1996 between the Company\nand Parent (the \"CONFIDENTIALITY AGREEMENT\").  No investigation conducted by\nParent shall impact any representation or warranty given by the Company to\nParent hereunder.\n\n     Section 5.3  Additional Agreements.  Subject to the terms and conditions\n                  ---------------------                                      \nherein provided, each of the parties hereto shall use all reasonable commercial\nefforts to take, or cause to be taken, all action and to do, or cause to be\ndone, all things necessary, proper or advisable under applicable laws and\nregulations, or to remove any injunctions or other impediments or delays, legal\nor otherwise, to consummate and make effective the Merger and the other\ntransactions contemplated by this Agreement.  The Company also agrees to timely\nfile all SEC Documents, including without limitation its Annual Report on Form\n10-K for the fiscal year ended June 30, 1996, which Form 10-K shall include\nconsolidated financial statements that (a) are prepared from, and accord with,\nthe books and records of the Company and its subsidiaries, have been prepared in\naccordance with United States generally accepted accounting principles applied\non a consistent basis during the periods involved (except as may be indicated in\nthe notes thereto) and fairly present the consolidated financial position and\nthe consolidated results of operations and cash flows (and changes in financial\nposition, if any) of the Company and its consolidated subsidiaries as of the\nrespective dates and for the respective periods thereof, and (b) are consistent\nin all material respects with the draft consolidated financial statements (and\nrelated notes thereto) set forth in Section 5.3 of the Company Disclosure\nSchedule.  The Company also will pay all premiums or other payments required to\nbe made with respect to the insurance policies set forth in Section 3.20 of the\nCompany Disclosure Schedule, and shall renew any such policy if any such policy\nwill otherwise terminate prior to the Effective Time.\n\n     Section 5.4  Consents and Approvals; HSR Act.\n                  ------------------------------- \n\n     (a) Each of the Company, Parent and Purchaser will take all reasonable\nactions necessary to comply promptly with all legal requirements which may be\nimposed on it with respect to this Agreement and the transactions contemplated\nhereby (which actions shall include, without limitation, furnishing all\ninformation required under the HSR Act and in \n\n                                      -34-\n\n\n \nconnection with approvals of or filings with any other Governmental Entity) and\nwill promptly cooperate with and furnish information to eachother in connection\nwith any such requirements imposed upon any of them or any of their subsidiaries\nin connection with this Agreement and the transactions contemplated hereby. Each\nof the Company, Parent and Purchaser will, and will cause its subsidiaries to,\ntake all reasonable actions necessary to obtain (and will cooperate with each\nother in obtaining) any consent, authorization, order or approval of, or any\nexemption by, any Governmental Entity or other public or private third party\nrequired to be obtained or made by Parent, Purchaser, the Company or any of\ntheir subsidiaries in connection with the Merger or the taking of any action\ncontemplated thereby or by this Agreement. Each party shall promptly inform the\nother party of any communication with, and any proposed understanding,\nundertaking, or agreement with, any Governmental Entity regarding any such\nfilings or any such transaction. Neither party shall participate in any meeting\nwith any Governmental Entity in respect of any such filings, investigation, or\nother inquiry without giving the other party notice of the meeting and, to the\nextent permitted by such Governmental Entity, the opportunity to attend and\nparticipate. Notwithstanding the foregoing, it is expressly understood and\nagreed that Parent, Purchaser and the Company shall have no obligation to\nlitigate or contest any administrative or judicial action or proceeding or any\nOrder beyond January 31, 1997.\n\n     (b) Notwithstanding anything to the contrary in this Agreement, including\nwithout limitation Section 5.4(a),  as a result of filings made with\nGovernmental Entities pursuant to this Agreement, neither Parent nor any of its\nsubsidiaries, nor the Company, shall be required to divest any of their\nrespective businesses, product lines or assets, or agree to any other limitation\nwith respect to its business.\n\n     (c) In connection with any action, suit or proceeding of the types\ndescribed in Section 6.3(d), Parent, Purchaser and the Company agree to consult\nwith each other in formulating strategies, including without limitation the\nretention of counsel in situations involving multiple defendants, and in taking\nany other action material to the outcome of any such action, suit or proceeding.\n\n     Section 5.5  No Solicitation.\n                  --------------- \n\n     (a) The Company and its officers, directors, employees, representatives and\nagents shall immediately and as of the date hereof cease any discussions or\nnegotiations with any parties that may be ongoing with respect to a Takeover\nProposal (as hereinafter defined).  The Company shall not authorize or permit\nany of its officers, directors or employees or any investment banker, financial\nadvisor, attorney, accountant or other representative retained by it or any of\nits subsidiaries to (i) solicit, initiate or encourage (including by way of\nfurnishing information), or take any other action to facilitate, any inquiries\nor the making of any proposal which constitutes, or may reasonably be expected\nto lead to, any Takeover Proposal or (ii) participate in any discussions or\nnegotiations regarding any Takeover Proposal; provided, however, that, if at any\ntime prior to the Effective Time, the Board of Directors of the Company\ndetermines in good faith, based on the written opinion of its legal counsel as\nto legal matters, that it is necessary to do so in order to comply with its\nfiduciary duties to the Company's shareholders under applicable \n\n                                      -35-\n\n\n \nlaw, the Company may, in response to an unsolicited Takeover Proposal, and\nsubject to compliance with Section 5.5(c), (x) furnish information with respect\nto the Company to any person pursuant to a confidentiality agreement and (y)\nparticipate in negotiations regarding such Takeover Proposal. Without limiting\nthe foregoing, it is understood that any violation of the restrictions set forth\nin the preceding sentence by any director or executive officer of the Company or\nany of its subsidiaries or any investment banker, financial advisor, attorney,\naccountant or other representative of the Company or any of its subsidiaries\nshall be deemed to be a breach of this Section 5.5(a) by the Company. For\npurposes of this Agreement, \"TAKEOVER PROPOSAL\" means any inquiry, proposal or\noffer from any person relating to any direct or indirect acquisition or purchase\nof a substantial amount of assets of the Company or any of its subsidiaries or\nof over 20% of any class of equity securities of the Company or any of its\nsubsidiaries, any tender offer or exchange offer that if consummated would\nresult in any person beneficially owning 20% or more of any class of equity\nsecurities of the Company or any of its subsidiaries, or any merger,\nconsolidation, business combination, sale of substantially all the assets,\nrecapitalization, liquidation, dissolution or similar transaction involving the\nCompany or any of its subsidiaries, other than the transactions contemplated by\nthis Agreement.\n\n     (b) Except as set forth in this Section 5.5, neither the Board of Directors\nof the Company nor any committee thereof shall (x) withdraw or modify, or\npropose to withdraw or modify, in a manner adverse to Parent, the approval or\nrecommendation by such Board of Directors or such committee of this Agreement or\nthe Merger, (y) approve or recommend, or propose to approve or recommend, any\nTakeover Proposal or (z) cause the Company to enter into any agreement with\nrespect to any Takeover Proposal.  Notwithstanding the foregoing, in the event\nthat prior to the Effective Time the Board of Directors of the Company\ndetermines in good faith, based on the written opinion of its legal counsel as\nto legal matters, that it is necessary to do so in order to comply with its\nfiduciary duties to the Company's shareholders under applicable law, the Board\nof Directors of the Company may withdraw or modify its approval or\nrecommendation of this Agreement and the Merger, approve or recommend a Superior\nProposal (as defined below) or cause the Company to enter into an agreement with\nrespect to a Superior Proposal, but in each case only at a time that is after\nthe second business day following Parent's receipt of written notice (a \"NOTICE\nOF SUPERIOR PROPOSAL\") advising Parent that the Board of Directors of the\nCompany has received a Superior Proposal, specifying the material terms and\nconditions of such Superior Proposal and identifying the person making such\nSuperior Proposal.  For purposes of this Agreement, a \"SUPERIOR PROPOSAL\" means\nany bona fide Takeover Proposal to acquire, directly or indirectly, for\nconsideration consisting of cash and\/or securities, more than 50% of the Shares\nthen outstanding or all or substantially all the assets of the Company and\notherwise on terms which the Board of Directors of the Company determines in its\ngood faith judgment (based on the advice of a financial advisor of nationally\nrecognized reputation) to be more favorable to the Company's shareholders than\nthe Merger.\n\n     (c) In addition to the obligations of the Company set forth in paragraphs\n(a) and (b) of this Section 5.5, the Company shall immediately advise Parent\norally and in writing of any request for information or of any Takeover\nProposal, or any inquiry with \n\n                                      -36-\n\n\n \nrespect to or which could lead to any Takeover Proposal, the material terms and\nconditions of such request, Takeover Proposal or inquiry and the identity of the\nperson making such request, Takeover Proposal or inquiry.\n\n     Section 5.6  Publicity.  Each party's initial press release with respect to\n                  ---------                                                     \nthe execution of this Agreement has been previously approved by the other\nparties. Following such initial press releases, so long as this Agreement is in\neffect, neither the Company, Parent nor any of their respective affiliates shall\nissue or cause the publication of any press release or other public announcement\nwith respect to the Merger, this Agreement or the other transactions between the\nparties contemplated hereby without the prior consultation of the other party,\nexcept as may be required by law or by any listing agreement with a national\nsecurities exchange or trading market.\n\n     Section 5.7  Notification of Certain Matters.  The Company shall give\n                  -------------------------------                         \nprompt notice to Parent and Purchaser, and Parent and Purchaser shall give\nprompt notice to the Company, of (i) the occurrence or non-occurrence of any\nevent the occurrence or non-occurrence of which would cause any representation\nor warranty contained in this Agreement to be untrue or inaccurate in any\nmaterial respect at or prior to the Effective Time and (ii) any material failure\nof the Company, Parent or Purchaser, as the case may be, to comply with or\nsatisfy any covenant, condition or agreement to be complied with or satisfied by\nit hereunder; provided, however, that the delivery of any notice pursuant to\nthis Section 5.7 shall not limit or otherwise affect the remedies available\nhereunder to the party receiving such notice.  The Company also shall give\nprompt notice to Parent, and Parent or Purchaser shall give prompt notice to the\nCompany, of:\n\n          (i) any notice or other communication from any person alleging that\nthe consent of such person is or may be required in connection with the\ntransactions contemplated by this Agreement;\n\n          (ii) any notice or other communication from any Governmental Entity in\nconnection with the transactions contemplated by this Agreement;\n\n          (iii)  any actions, suits, claims, investigations or proceedings\ncommenced or, to the best of its knowledge, threatened against, relating to or\ninvolving or otherwise affecting it or any of its subsidiaries or which relate\nto the consummation of the transactions contemplated by this Agreement; and\n\n          (iv) any occurrence of any event having, or which could reasonably be\nexpected to have, a Material Adverse Effect on the Company and its subsidiaries\ntaken as a whole.\n\n     Section 5.8  Rights Agreement.  Except as otherwise provided in Section\n                  ----------------                                          \n3.23, the Company shall not redeem the Rights or amend or terminate the Rights\nAgreement prior to the earlier to occur of the Effective Time or the termination\nof this Agreement, unless required to do so by a court of competent\njurisdiction.\n\n                                      -37-\n\n\n \n     Section 5.9  Fair Price Structure.  If any \"business combination,\" \"fair\n                  --------------------                                       \nprice,\" \"control share acquisition\" or \"moratorium\" statute or other similar\nstatute or regulation or any state \"blue sky\" or securities law statute shall\nbecome applicable to the transactions contemplated hereby, the Company and the\nBoard of Directors of the Company shall, to the extent consistent with\napplicable law and their fiduciary duties, grant such approvals and take such\nactions as are reasonably necessary so that the transactions contemplated hereby\nthereby may be consummated as promptly as practicable on the terms contemplated\nhereby and otherwise act to minimize the effects of such statute or regulations\non the transactions contemplated hereby.\n\n     Section 5.10  Indemnification.  Notwithstanding Section 8.7 hereof, Parent\n                   ---------------                                             \nagrees that all rights to indemnification existing in favor of directors,\nofficers or employees of the Company as provided in the Company's Certificate of\nIncorporation, By-Laws or the indemnification agreements listed in Section 5.10\nof the Company Disclosure Schedule, with respect to matters occurring through\nthe Effective Time, shall survive the Merger and shall continue in full force\nand effect for a period of not less than six years from the Effective Time.\nEffective upon the Effective Time, to the fullest extent permitted by law Parent\nhereby guarantees the Company's and the Surviving Corporation's performance of\nthe Company's and the Surviving Corporation's obligations described in the prior\nsentence for a period of six years after the Effective Time.  If Parent, the\nSurviving Corporation or any of either of its successors or assigns (i)\nconsolidates with or merges into any other person and shall not be the\ncontinuing or surviving corporation or entity of such consolidation or merger or\n(ii) transfers all or substantially all of its properties and assets to any\nperson, then and in each such case, proper provision shall be made so that the\nsuccessors and assigns of Parent and the Surviving Corporation assume the\nobligations set forth in this Section 5.10.\n\n     Section 5.11  Benefit Plans and Other Employee Arrangements.  For a period\n                   ---------------------------------------------               \nof at least one year after the Effective Time, Parent shall either (i) maintain\nor cause the Company (or its successors or assigns) to maintain the Company's\nEmployee Plans at benefit levels not materially less favorable than those in\neffect on the date of this Agreement or (ii) provide or cause the Company (or\nits successors or assigns) to provide benefits to employees of the Company and\nits subsidiaries that are not materially less favorable to such employees than\nthose provided under Parent benefit plans (as they may be amended from time to\ntime) to similarly situated employees of Parent.  With respect to any Parent\nbenefit plan which is an \"employee benefit plan\" as defined in Section 3(3) of\nERISA, solely for purposes of determining eligibility to participate, vesting,\nand entitlement to benefits but not for purposes of accrual of pension benefits,\nservice with the Company or any Company subsidiary shall be treated as service\nwith Parent, provided, however, that such service shall not be recognized to the\nextent that such recognition would result in a duplication of benefits (or is\nnot otherwise recognized for such purposes or permitted under the Parent Benefit\nPlans).  Nothing in this paragraph provides any employee with a right to\ncontinuing employment or with any right to participate in any Parent benefit\nplan under which \n\n                                      -38-\n\n\n \nparticipation by an employee is within the discretion of Parent, such as any\nParent benefit plan which provides for the grant of options to purchase capital\nstock.\n\n     Section 5.12  Warrant.  The Company agrees to use its best efforts to cause\n                   -------                                                      \nthe warrant referenced in Section 3.2(a) of the Company Disclosure Schedule to\nbe exercised or terminated prior to the Effective Time.  Parent agrees to\nprovide reasonable assistance to the Company in connection with the Company's\nobligations under this Section 5.12.\n\n                                  ARTICLE VI\n\n                                  CONDITIONS\n\n     Section 6.1  Conditions to Each Party's Obligation to Effect the Merger.\n                  ----------------------------------------------------------  \nThe respective obligation of each party to effect the Merger shall be subject to\nthe satisfaction on or prior to the Effective Time of each of the following\nconditions, any and all of which may be waived in whole or in part by the\nCompany, Parent or Purchaser, as the case may be, to the extent permitted by\napplicable law:\n\n     (a) Shareholder Approval.  This Agreement shall have been approved and\n         --------------------                                              \nadopted by the requisite vote of the shareholders of the Company, if required by\napplicable law or the Certificate of Incorporation of the Company, in order to\nconsummate the Merger;\n\n     (b) Statutes.  No statute, rule, order, decree or regulation shall have\n         --------                                                           \nbeen enacted or promulgated by any Governmental Entity which prohibits the\nconsummation of the Merger;\n\n     (c) Injunctions.  There shall be no order or injunction of a court or other\n         -----------                                                            \ngovernmental authority of competent jurisdiction in effect precluding,\nrestraining, enjoining or prohibiting consummation of the Merger; and\n\n     (d) HSR Act.  Any applicable waiting period under the HSR Act relating to\n         -------                                                              \nthe Merger shall have expired or been terminated.\n\n     Section 6.2  Additional Conditions to Obligations of the Company.  The\n                  ---------------------------------------------------      \nobligation of the Company to effect the Merger is also subject to the\nfulfillment of the following conditions:\n\n     (a) Representations and Warranties.  The representations and warranties of\n         ------------------------------                                        \nParent and Purchaser contained in this Agreement shall be true and correct on\nthe date hereof and shall also be true and correct on and as of the Effective\nTime, with the same force and effect as if made on and as of the Effective Time,\nunless the failure of such representations and warranties to be true and correct\ncould not reasonably be expected to cause, individually or in the aggregate, a\nMaterial Adverse Effect on Parent; and\n\n                                      -39-\n\n\n \n     (b) Agreements, Conditions and Covenants.  Parent and Purchaser shall have\n         ------------------------------------                                  \nperformed or complied in all material respects with all agreements, conditions\nand covenants required by this Agreement to be performed or complied with by\nthem on or before the Effective Time.\n\n     Section 6.3  Additional Conditions to Obligations of Parent and Purchaser.\n                  ------------------------------------------------------------  \nThe obligations of Parent and Purchaser to effect the Merger are also subject to\nthe following conditions:\n\n     (a) Representations and Warranties.  The representations and warranties of\n         ------------------------------                                        \nthe Company contained in this Agreement shall be true and correct on the date\nhereof and shall also be true and correct on and as of the Effective Time, with\nthe same force and effect as if made on and as of the Effective Time, unless the\nfailure of such representations and warranties to be true and correct as of such\ndates could not reasonably be expected to cause, individually or in the\naggregate, a Material Adverse Effect (as applied to such dates) on the Company\nand its subsidiaries, taken as a whole;\n\n     (b) Agreements, Conditions and Covenants.  The Company shall have performed\n         ------------------------------------                                   \nor complied in all material respects with all agreements, conditions and\ncovenants required by this Agreement to be performed or complied with by it on\nor before the Effective Time;\n\n     (c) Dissenting Shares.  The aggregate number of Shares held by Dissenting\n         -----------------                                                    \nShareholders shall not be equal to or exceed ten percent of the outstanding\nShares immediately prior to the Effective Time;\n\n     (d) No Litigation.  After the date hereof there shall not be threatened, or\n         -------------                                                          \ninstituted and continuing, any action, suit or proceeding against the Company,\nParent, Purchaser or any Indemnified Person (as defined below), by any\nGovernmental Entity or any other person or persons, (i) directly or indirectly\nrelating to the Merger or any other transactions contemplated by this Agreement;\n(ii) who is or was a shareholder or shareholders of the Company, whether on\nbehalf of such shareholder or shareholders, or in a derivative action on behalf\nof the Company; or (iii) which individually or in the aggregate could reasonably\nbe expected to have a Material Adverse Effect on the Company and its\nsubsidiaries, taken as a whole;  \"INDEMNIFIED PERSON\" shall mean any director,\nofficer, employee, consultant or other person that the Company is obligated to\nindemnify or hold harmless, whether under any law, rule, regulation, the\nCompany's certificate of incorporation or bylaws, any agreement or otherwise;\n\n     (e) No Adverse Change.  No event or events shall have occurred which have\n         -----------------                                                    \ncaused or could reasonably be expected to cause a Material Adverse Effect on the\nCompany and its subsidiaries, taken as a whole; and\n\n     (f) Opinion.  Parent shall have received an opinion dated as of the Closing\n         -------                                                                \nDate from Willkie Farr &amp; Gallagher, counsel to the Company, substantially in the\nform attached hereto as Exhibit 6.3(f); provided, however, that if such counsel\nis unable to \n\n                                      -40-\n\n\n \nprovide the opinion set forth in paragraph 6(ii) of such opinion then, in lieu\nof the delivery of such opinion in paragraph 6(ii), the written consent of the\nthird parties to the agreements referred to in paragraph 6(ii) of such opinion\nto the assignment of such agreements to the Surviving Corporation and the\ncontinuation of such agreements after the Merger without modification, in such\nform as is reasonably acceptable to Parent, shall have been obtained.\n\n                                  ARTICLE VII\n\n                           TERMINATION AND AMENDMENT\n\n     Section 7.1  Termination.  This Agreement may be terminated at any time\n                  -----------                                               \nprior to the Effective Time, whether before or after approval of the terms of\nthis Agreement by the shareholders of the Company:\n\n     (a) by mutual written consent of the Boards of Directors of Parent and the\nCompany;\n\n     (b) by either Parent or the Company if any Governmental Entity shall have\nissued an order, decree or ruling or taken any other action permanently\nenjoining, restraining or otherwise prohibiting the acceptance for payment of,\nor payment for, Shares pursuant to the Merger and such order, decree or ruling\nor other action shall have become final and nonappealable;\n\n     (c) by either Parent or the Company, if the Merger shall not have been\nconsummated by January 31, 1997; provided, however, that such date shall be\nFebruary 28, 1997 if the sole condition in Article VI that has not been met or\nwaived is Section 6.3 (d);  provided, further, however, that the right to\nterminate this Agreement pursuant to this Section 7.1(c) shall not be available\nto any party whose failure (or the failure of the affiliates of which) to\nperform any of its obligations under this Agreement has been the cause of, or\nresulted in, the failure of the Merger to occur on or before such date;\n\n     (d) by Parent or Purchaser, in the event of a breach by the Company of any\nrepresentation, warranty, covenant or other agreement contained in this\nAgreement which cannot be or has not been cured within 15 days after the giving\nof written notice to the Company and which, individually or in the aggregate,\nhas had or could reasonably be expected to have, a Material Adverse Effect on\nthe Company and its subsidiaries, taken as a whole;\n\n     (e) by Parent or Purchaser, if the Company's Board of Directors shall have\nwithdrawn, modified or amended in any respect its recommendation of the Merger\nAgreement or the Merger or shall have approved or recommended a Takeover\nProposal, or shall have entered into an agreement with a third party with\nrespect to any Takeover Proposal, or the Board of Directors of the Company or\nany committee thereof shall have resolved to take any of the foregoing actions;\n\n                                      -41-\n\n\n \n     (f) by the Company, in connection with entering into an agreement for a\nTakeover Proposal in accordance with Section 5.5, provided it has complied with\nall provisions thereof, including the notice provisions therein, and that it\nmakes simultaneous payment of the Expenses and the Termination Fee; or\n\n     (g) by the Company, if Purchaser or Parent shall have breached in any\nmaterial respect any of their respective representations, warranties, covenants\nor other agreements contained in this Agreement, which failure to perform is\nincapable of being cured or has not been cured within 15 days after the giving\nof written notice to Parent or Purchaser, as applicable.\n\n          Section 7.2  Effect of Termination.  In the event of a termination of\n                       ---------------------                                   \nthis Agreement by either the Company or Parent as provided in Section 7.1, this\nAgreement shall forthwith become void and there shall be no liability or\nobligation on the part of Parent, Purchaser or the Company or their respective\nofficers or directors, except with respect to Sections 1.8(e), 3.17, 4.6, 5.2,\n8.1, this Section 7.2 and Article VIII; provided, however, that nothing herein \n(including without limitation the provisions of Section 8.1) shall relieve any\nparty for liability for any breach hereof.\n\n                                 ARTICLE VIII\n\n                                 MISCELLANEOUS\n\n     Section 8.1  Fees and Expenses.\n                  ----------------- \n\n     (a) Except as provided below in this Section 8.1, all fees and expenses\nincurred in connection with the Merger, this Agreement and the transactions\ncontemplated by this Agreement shall be paid by the party incurring such fees or\nexpenses, whether or not the Merger is consummated.\n\n     (b) The Company shall pay, or cause to be paid, in same day funds to Parent\nthe sum of (x) the lesser of the amount of Parent's Expenses (as hereinafter\ndefined) or $1,000,000, and (y) $3,000,000 (the \"TERMINATION FEE\") upon demand\nif (i) Parent or Purchaser terminates this Agreement under Section 7.1(e);  (ii)\nthe Company terminates this Agreement pursuant to Section 7.1(f); or (iii) prior\nto any termination of this Agreement (other than pursuant to Section 7.1 (a),\n(b) or (g) or by the Company pursuant to Section 7.1 (c)), the Company breaches\nthe provisions of Section 5.5 of this Agreement or a Takeover Proposal shall\nhave been made and within 12 months of such termination a transaction\nconstituting a Takeover Proposal is consummated or the Company enters into an\nagreement with respect to, approves or recommends or takes any action to\nfacilitate such Takeover Proposal.  \"EXPENSES\" shall mean documented out-of-\npocket fees and expenses incurred or paid by or on behalf of Parent or Purchaser\nin connection with the Merger or the consummation of any of the transactions\ncontemplated by this Agreement, including all fees and expenses of counsel,\ncommercial banks, investment banking firms, accountants, experts and consultants\nto Parent.\n\n                                      -42-\n\n\n \n     Section 8.2  Amendment and Modification.  Subject to applicable law, this\n                  --------------------------                                  \nAgreement may be amended, modified and supplemented in any and all respects,\nwhether before or after any vote of the shareholders of the Company contemplated\nhereby, by written agreement of the parties hereto, at any time prior to the\nClosing Date with respect to any of the terms contained herein; provided,\nhowever, that after the approval of this Agreement by the shareholders of the\nCompany, no such amendment, modification or supplement shall reduce the amount\nor change the form of the Merger Consideration.\n\n     Section 8.3  Nonsurvival of Representations and Warranties.  None of the\n                  ---------------------------------------------              \nrepresentations and warranties in this Agreement or in any schedule, instrument\nor other document delivered pursuant to this Agreement shall survive the\nEffective Time, except for remedies that may be available for fraud.\n\n     Section 8.4  Notices.  All notices and other communications hereunder shall\n                  -------                                                       \nbe in writing and shall be deemed given upon receipt, and shall be given to the\nparties at the following addresses (or at such other address for a party as\nshall be specified by like notice):\n\n     (a)  if to Parent or Purchaser, to:\n\n     Oracle Corporation\n     500 Oracle Parkway\n     Redwood City, CA 94065\n     Telephone No.: (415) 506-5100\n     Telecopy No.:  (415) 506-7114\n     Attention: Thomas Theodores,\n     Vice President, Legal and Assistant Secretary\n\n\n     with copies to:\n\n     Venture Law Group\n     A Professional Corporation\n     2800 Sand Hill Road\n     Menlo Park, CA 94025\n     Attention:  Donald M. Keller, Jr., Esq.\n     Telephone No.:  (415) 854-4488\n     Telecopy No.:  (415) 854-1121\n\n     (b)  if to the Company, to:\n\n                                      -43-\n\n\n \n     Datalogix International, Inc.\n     100 Summit Lake Drive\n     Valhalla, NY 10595\n     Attention:  Raymond Sozzi\n     Telephone No.:  (914) 773-8615\n     Telecopy No.:  (914) 747-4553\n\n     with copies to:\n\n     Willkie Farr &amp; Gallagher\n     One Citicorp Center\n     153 53rd Street\n     New York, NY 10022-4677\n     Attention:  Christopher E. Manno, Esq.\n     Telephone No.:  (212) 821-8288\n     Telecopy No.:  (212) 821-8111\n\n\n     Section 8.5  Interpretation.  When a reference is made in this Agreement to\n                  --------------                                                \nSections, such reference hall be to a Section of this Agreement unless otherwise\nindicated. Whenever the words \"include\", \"includes\" or \"including\" are used in\nthis Agreement they shall be deemed to be followed by the words \"without\nlimitation\". As used in this Agreement, the term \"affiliate(s)\" shall have the\nmeaning set forth in Rule 12b-2 of the Exchange Act. As used in this Agreement,\na \"subsidiary\" of any entity shall mean all corporations or other entities in\nwhich such entity owns a majority of the issued and outstanding capital stock or\nequity or similar interests.\n\n     Section 8.6  Counterparts.  This Agreement may be executed in two or more\n                  ------------                                                \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.\n\n     Section 8.7  Entire Agreement; No Third Party Beneficiaries; Rights of\n                  ---------------------------------------------------------\nOwnership.  This Agreement and the Confidentiality Agreement (including the\n- ---------                                                                  \ndocuments and the instruments referred to herein and therein):  (a) constitute\nthe entire agreement and supersede all prior agreements and understandings, both\nwritten and oral, among the parties with respect to the subject matter hereof,\nand (b) other than the provisions of Sections 5.10 and 5.11 hereof, nothing\nexpressed or implied in this Agreement is intended or will be construed to\nconfer upon or give to any person, firm or corporation other than the parties\nhereto any rights or remedies under or by reason of this Agreement or any\ntransaction contemplated hereby.\n\n     Section 8.8  Severability.  If any term, provision, covenant or restriction\n                  ------------                                                  \nof this Agreement is held by a court of competent jurisdiction or other\nauthority to be invalid, void, unenforceable or against its regulatory policy,\nthe remainder of the terms, provisions, \n\n                                      -44-\n\n\n \ncovenants and restrictions of this Agreement shall remain in full force and\neffect and shall in no way be affected, impaired or invalidated.\n\n     Section 8.9  Governing Law.  This Agreement and the legal relations between\n                  -------------                                                 \nthe parties hereto will be governed by and construed in accordance with the laws\nof the State of Delaware, without giving effect to the choice of law principles\nthereof; provided, however, that the law governing the fiduciary duties of each\nparty hereto and their respective boards of directors and the law governing any\nother matters of internal corporate governance of any of Parent, Purchaser or\nthe Company shall be the law of their respective jurisdictions of incorporation.\n\n     Section 8.10  Assignment.  Neither this Agreement nor any of the rights,\n                   ----------                                                \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, except that Purchaser may assign, in its sole\ndiscretion, any or all of its rights, interests and obligations hereunder to\nParent or to any direct or indirect wholly owned subsidiary of Parent. Subject\nto the preceding sentence, this Agreement will be binding upon, inure to the\nbenefit of and be enforceable by the parties and their respective successors and\nassigns.\n\n                                      -45-\n\n\n \n     IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this\nAgreement to be signed by their respective officers thereunto duly authorized as\nof the date first written above.\n\n\n\n                              ORACLE CORPORATION\n\n                              By: \/s\/ DAVID J. ROUX\n                              Name: David J. Roux\n                              Title: Executive Vice President\n\n                              DELPHI ACQUISITION CORPORATION\n\n                              By: \/s\/ DAVID J. ROUX\n                              Name:  David J. Roux\n                              Title: Executive Vice President\n\n                              DATALOGIX INTERNATIONAL, INC.\n\n                              By: \/s\/ RAYMOND V. SOZZI\n                              Name: Raymond V. Sozzi\n                              Title: President and Chief\n                              Operating Officer\n\n                                      -46-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7273,8419],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9622,9626],"class_list":["post-43103","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-datalogix-international-inc","corporate_contracts_companies-oracle-corp","corporate_contracts_industries-technology__software","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\/43103","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=43103"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43103"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43103"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43103"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}