{"id":43120,"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-stockpoint-inc-and-screamingmedia.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-stockpoint-inc-and-screamingmedia","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-stockpoint-inc-and-screamingmedia.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Stockpoint Inc. and ScreamingMedia Inc."},"content":{"rendered":"<pre>\n                        AGREEMENT AND PLAN OF MERGER\n                          AMONG STOCKPOINT, INC.,\n                            SCREAMINGMEDIA INC.\n                                    AND\n                             SCRM MERGER CORP.\n\n\n\n                         Dated as of July 23, 2001\n\n\n\n\n\n\n                             TABLE OF CONTENTS\n\n\nARTICLE I DEFINITIONS.........................................................1\n\n   1.1      Definitions.......................................................1\n   1.2      Accounting Terms.................................................10\n   1.3      Singular and Plural Forms........................................11\n   1.4      Gender Forms.....................................................11\n\nARTICLE II THE MERGER........................................................11\n\n   2.1      The Merger.......................................................11\n   2.2      Closing..........................................................11\n   2.3      Effective Time of the Merger.....................................11\n   2.4      Certificate of Incorporation.....................................11\n   2.5      By-Laws..........................................................12\n   2.6      Directors........................................................12\n   2.7      Officers.........................................................12\n\nARTICLE III CONVERSION OF SHARES.............................................12\n\n   3.1      Effect on Capital Stock..........................................12\n   3.2      Surrender of Certificates Representing Shares....................15\n   3.3      Dividends; Transfer Taxes........................................16\n   3.4      No Fractional Shares.............................................16\n   3.5      Closing of Company Transfer Books................................17\n   3.6      Intentionally Omitted............................................17\n   3.7      Warrants.........................................................17\n   3.8      Purchase Price Adjustment........................................18\n   3.9      Holdback.........................................................19\n   3.10     Reallocation of Consideration....................................20\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES OF  THE COMPANY....................21\n\n   4.1      Organization and Good Standing...................................21\n   4.2      Corporate Records................................................21\n   4.3      Corporate Power and Authority....................................21\n   4.4      Intentionally Omitted............................................22\n   4.5      Capitalization...................................................22\n   4.6      Subsidiaries.....................................................23\n   4.7      No Violation.....................................................23\n   4.8      Approvals........................................................23\n   4.9      Financial Statements; No Undisclosed Liabilities.................24\n   4.10     Absence of Certain Changes.......................................24\n   4.11     Leases of Personal Property; Material Contracts; No Default......26\n   4.12     Intellectual Property Matters....................................27\n   4.13     Litigation.......................................................30\n   4.14     Compliance with Laws.............................................30\n   4.15     Taxes............................................................30\n   4.16     Insurance........................................................33\n   4.17     Employee Benefit Plans...........................................33\n   4.18     Environmental Matters............................................35\n   4.19     Labor Matters....................................................35\n   4.20     Intentionally Omitted............................................36\n   4.21     Personal Property................................................36\n   4.22     Real Property....................................................36\n   4.23     Sales Representatives and Customers..............................36\n   4.24     Accounts Receivable..............................................37\n   4.25     Inventory........................................................37\n   4.26     Finders' or Advisors' Fees.......................................37\n   4.27     Related-Party Transactions.......................................37\n   4.28     Intentionally Omitted............................................38\n   4.29     Disclosure.......................................................38\n\nARTICLE V INTENTIONALLY OMITTED..............................................38\n\n\nARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND \n           ACQUISITION SUB...................................................38\n\n   6.1      Organization and Good Standing...................................38\n   6.2      Corporate Records................................................38\n   6.3      Corporate Power and Authority....................................39\n   6.4      SEC Documents....................................................39\n   6.5      Finders' or Advisors' Fees.......................................40\n   6.6      No Violation.....................................................40\n   6.7      Acquisition Sub..................................................40\n   6.8      Approvals........................................................40\n\nARTICLE VII COVENANTS OF THE COMPANY.........................................40\n\n   7.1      Conduct of the Company...........................................41\n   7.2      Consents and Approvals...........................................42\n   7.3      Stockholder Approval.............................................43\n   7.4      No Solicitation of Transaction...................................43\n   7.5      Audited Financials...............................................44\n   7.6      Safe Deposit Boxes and Bank Accounts.............................44\n\nARTICLE VIII INTENTIONALLY OMITTED...........................................44\n\nARTICLE IX COVENANTS OF THE PURCHASER AND ACQUISITION SUB PENDING \n           THE CLOSING.......................................................44\n\n   9.1      Consents and Approvals...........................................44\n   9.2      Proxy Assistance.................................................44\n   9.3      Tender Offer Terms...............................................44\n   9.4      Payments to Option Holders.......................................45\n\nARTICLE X CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER \n          AND ACQUISITION SUB................................................45\n\n   10.1     Representations and Warranties True..............................45\n   10.2     Performance of Covenants.........................................45\n   10.3     No Governmental Proceeding.......................................46\n   10.4     Approval of Stockholders.........................................46\n   10.5     Intentionally Omitted............................................46\n   10.6     Certificates.....................................................46\n   10.7     Consents.........................................................46\n   10.8     Employment Agreements............................................46\n   10.9     Intentionally Omitted............................................46\n   10.10    Payment of Company Indebtedness..................................46\n   10.11    No Material Adverse Effect.......................................47\n   10.12    Delivery of Good Standing Certificates and Corporate \n            Resolutions......................................................47\n   10.13    Notes Receivable.................................................48\n   10.14    Intentionally Omitted............................................48\n   10.15    Intentionally Omitted............................................48\n   10.16    Deloitte &amp; Touche Audit Opinion..................................48\n   10.17    Certificate of Financial Condition...............................48\n   10.18    Intentionally Omitted............................................49\n   10.19    Options\/Warrants.................................................49\n   10.20    Dissenting Shares................................................49\n   10.21    Regulation D.....................................................50\n   10.22    Company Debentures...............................................50\n   10.23    Software Licenses................................................50\n   10.24    Settlement Agreement.............................................50\n   10.25    Termination of Registration Rights Agreements....................50\n   10.26    Voting Agreements................................................51\n   10.27    Termination of Certain Arrangements..............................51\n   10.28    Director Resignations............................................51\n\nARTICLE XI CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY............51\n\n   11.1     Representations and Warranties True..............................51\n   11.2     Performance of Covenants.........................................51\n   11.3     No Governmental Proceeding.......................................51\n   11.4     Certificates.....................................................52\n   11.5     Delivery of Good Standing Certificates and Corporate \n            Resolutions......................................................52\n   11.6     Payment of Company Indebtedness..................................52\n   11.7     Consents.........................................................53\n   11.8     Settlement Agreement.............................................53\n\nARTICLE XII INDEMNITY........................................................53\n\n   12.1     Indemnification..................................................53\n   12.2     Notice of Claims.................................................55\n   12.3     Matters Involving Third Parties..................................55\n   12.4     Release..........................................................56\n   12.5     Stockholder Agent................................................56\n   12.6     Sole Remedy......................................................58\n\nARTICLE XIII TERMINATION, AMENDMENT AND WAIVER...............................58\n\n   13.1     Termination......................................................58\n   13.2     Effect of Termination............................................59\n   13.3     Amendment........................................................59\n   13.4     Extension; Waiver................................................60\n\nARTICLE XIV OTHER AGREEMENTS.................................................60\n\n   14.1     Best Efforts.....................................................60\n   14.2     Access to Information............................................60\n   14.3     Public Announcements.............................................61\n   14.4     Notices of Certain Events........................................61\n   14.5     Expenses.........................................................62\n   14.6     Specific Performance; Injunctive Relief..........................62\n   14.7     Director and Officer Liability...................................62\n   14.8     Tender Offer Terms and Consummation of Tender Offer..............64\n   14.9     June 2001 Company Financials.....................................64\n\nARTICLE XV MISCELLANEOUS.....................................................64\n\n   15.1     Entire Agreement.................................................64\n   15.2     Assignment.......................................................64\n   15.3     Governing Law....................................................64\n   15.4     Arbitration......................................................65\n   15.5     Headings and Exhibits............................................66\n   15.6     Survival of Representations, Warranties and Covenants............66\n   15.7     Notices..........................................................67\n   15.8     Counterparts.....................................................68\n   15.9     Severability.....................................................68\n\n\n                                 SCHEDULES\n\nSchedule  1.1     Stock Options\nSchedule  3.7     Warrants\nSchedule  4.1     Foreign Jurisdictions of the Company\nSchedule  4.5     Registration Rights\nSchedule  4.6     Subsidiaries\nSchedule  4.7     Violations\nSchedule  4.9(a)  Financial Statements\nSchedule  4.9(b)  Liabilities\nSchedule  4.10(a) Absence of Certain Changes since December 31, 2000\nSchedule  4.10(b) Absence of Certain Changes since June 30, 2001\nSchedule  4.11(a) Personal Property Leases\nSchedule  4.11(b) Contracts\nSchedule  4.11(c) Breaches of Contracts\nSchedule  4.12(a) Intellectual Property\nSchedule  4.12(b) Proprietary Software\nSchedule  4.12(c) License Agreements\nSchedule  4.12(d) Violations of Intellectual Property\nSchedule  4.12(e) Trademark Policing\nSchedule  4.12(f) Intellectual Property Agreements\nSchedule  4.15    Taxes\nSchedule  4.16    Insurance\nSchedule  4.17(a) Employee Plans\nSchedule  4.17(e) Accelerated Benefits\nSchedule  4.19    Labor Matters\nSchedule  4.21    Personal Property\nSchedule  4.22(b) Real Property Leases\nSchedule  4.23    Customers\nSchedule  4.24    Accounts Receivables\nSchedule  4.26    Finders' or Advisors' Fees\nSchedule  4.27    Related Parties Transactions\nSchedule  6.1     Foreign Jurisdictions of the Purchaser and Acquisition Sub\nSchedule  10.8(a) Employees Subject to Employment Agreements\nSchedule  10.8(b) Employees Subject to Offer Letters\nSchedule  12.1(a) Company Indemnification\nSchedule  14.7(a) Indemnification Agreements\n\n                                  EXHIBITS\n\nExhibit A         Deferred Payables\nExhibit B         Form of Purchaser Warrant\nExhibit C         Form of Employment Agreements\nExhibit D         Form of Offer Letters\nExhibit E         Form of Voting Agreement\n\n\n\n                        AGREEMENT AND PLAN OF MERGER\n\n         THIS AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2001, is\nmade and entered into among SCREAMINGMEDIA INC., a Delaware corporation\n(the \"Purchaser\"), SCRM MERGER CORP., a Delaware corporation (\"Acquisition\nSub\") and STOCKPOINT, INC., a Delaware corporation (the \"Company\").\n\n         WHEREAS, the parties desire that on the terms and subject to the\nconditions contained in this Agreement, Acquisition Sub merge with and into\nthe Company, with the Company surviving and becoming a wholly owned\nSubsidiary of the Purchaser; and\n\n         WHEREAS, for federal income tax purposes, it is intended that the\nMerger will be a reorganization described in Section 368(a) of the Code.\n\n         NOW, THEREFORE, in consideration of the mutual promises and\ncovenants hereinafter contained, and intending to be legally bound, the\nparties to this Agreement hereby agree as follows:\n\n                                 ARTICLE I\n                                DEFINITIONS\n\n         1.1 Definitions. The following terms, as used herein, shall have\nthe following meanings:\n\n                      (a) \"AAA\" has the meaning assigned to it in Section\n15.4(a).\n\n                      (b) \"Acquisition Sub Common Stock\" means the common\nstock, par value $0.01 per share, of the Acquisition Sub.\n\n                      (c) \"Action\" means any action, claim, dispute,\nproceeding, suit or investigation (whether civil, criminal, administrative\nor investigative), or any appeal therefrom.\n\n                      (d) \"Affiliate\" means any Person, a spouse of such\nPerson, any child or parent sharing the same household with such Person,\nany director or officer of such Person, and any other Person directly or\nindirectly controlling or controlled by or under direct or indirect common\ncontrol with such Person.\n\n                      (e) \"Aggregate Consideration\" means the sum of the\nStock Consideration, the Cash Consideration, the Purchaser Warrants and the\nRetained Debt.\n\n                      (f) \"Agreement\" means this Agreement and Plan of\nMerger and shall include all of the Schedules and Exhibits attached hereto.\n\n                      (g) \"Alternative Transaction\" has the meaning\nassigned to it in Section 7.4.\n\n                      (h) \"Annual Financial Statements\" has the meaning\nassigned to it in Section 4.9(a).\n\n                      (i) \"Approval\" means any approval, authorization,\nconsent, license, franchise, order, registration, permit or other\nconfirmation of or by, or filing with, a Person.\n\n                      (j) \"Approval Payments\" means any amounts paid or\npayable by the Company on account of any third party consent or the\noccurrence of the change in control of the Company under any agreement.\n\n                      (k) \"Audits\" has the meaning assigned to it in\nSection 4.15(e).\n\n                      (l) \"Bridge Financing\" means any indebtedness\nincurred by the Company after the date of this Agreement and prior to the\nClosing Date that is not included in the Company Indebtedness.\n\n                      (m) \"Bridge Warrant\" means one of those certain\nWarrants dated as of December 3, 1999 or March 31, 2000 to purchase an\naggregate of 900,000 shares of the Company Common Stock issued in\nconsideration of a guarantee of the Company Indebtedness, all of which are\nset forth on Schedule 3.7.\n\n                      (n) \"Business Day\" means any day other than a\nSaturday, a Sunday, a legal holiday in the State of New York or a day on\nwhich commercial banks in the State of New York are permitted or authorized\nto close.\n\n                      (o) \"Cash Consideration\" means the sum of (A) the\naggregate cash payments made by the Purchaser pursuant to Sections 3.1(a)\nand 3.7, (B) the Company Indebtedness, (C) any payments to eliminate the\nCompany Debentures and (D) payments made by the Purchaser or Acquisition\nSub to repay the Bridge Financing.\n\n                      (p) \"Certificate of Merger\" has the meaning assigned\nto it in Section 2.3.\n\n                      (q) \"Closing\" and \"Closing Date\" have the meanings\nassigned to them in Section 2.2.\n\n                      (r) \"Closing Date Balance Sheet\" has the meaning\nassigned to it in Section 10.17.\n\n                      (s) \"Code\" means the Internal Revenue Code of 1986,\nas amended, and the regulations thereunder.\n\n                      (t) \"Company Common Stock\" means the common stock,\npar value $0.01 per share, of the Company.\n\n                      (u) \"Company Debentures \" means the Company's 8.75%\nSenior Secured Debentures due 2002.\n\n                      (v) \"Company Employee Plans\" has the meaning assigned\nto it in Section 4.17(a).\n\n                      (w) \"Company Indebtedness\" means all indebtedness and\nother amounts owing by the Company as set forth in Section 10.10 (but not\nthe Company Debentures).\n\n                      (x) \"Company Preferred Stock\" means the Company\nSeries A Preferred Stock, the Company Series B Preferred Stock and the\nCompany Series C Preferred Stock.\n\n                      (y) \"Company Series A Preferred Stock\" means the\nSeries A Voting Preferred Stock, par value $0.01 per share, of the Company.\n\n                      (z) \"Company Series B Preferred Stock\" means the\nConvertible Series B Voting Preferred Stock, par value $0.01 per share, of\nthe Company.\n\n                      (aa) \"Company Series C Preferred Stock\" means the\nConvertible Series C Voting Preferred Stock, par value $0.01 per share, of\nthe Company.\n\n                      (bb) \"Condition\" means, with respect to a Person, the\nbusiness, liabilities, properties, prospects, assets, operations, results\nof operations and\/or condition (financial or otherwise) of such Person.\n\n                      (cc) \"Constituent Corporations\" has the meaning\nassigned to it in Section 2.1.\n\n                      (dd) \"Contracts\" has the meaning assigned to it in\nSection 4.11(b).\n\n                      (ee) \"Damages\" means any claim, loss, deficiency\n(financial or otherwise), Liability, cost or expense (including, without\nlimitation, reasonable attorneys' fees, costs and expenses) or damage of\nany kind or nature whatsoever.\n\n                      (ff) \"Deferred Payables\" means those payables of the\nCompany owed to the vendors as shown on Exhibit A and in an amount equal to\nthe value of such payables on the Company's balance sheet as of the Closing\nDate less \"Discounts\" achieved as of the Closing Date. Discounts shall be\ncomputed in a manner consistent with the Discounts column of Exhibit A.\n\n                      (gg) \"DGCL\" means the General Corporation Law of the\nState of Delaware.\n\n                      (hh) \"Dissenting Shares\" means a share of Company\nCommon Stock or Company Preferred Stock held by any Person who properly\nexercises (including timely perfection and timely compliance with all other\nrequirements under Section 262 of the DGCL) any appraisal rights under the\nDGCL with respect to such share.\n\n                      (ii) \"Effective Time\" has the meaning assigned to it\nin Section 2.3.\n\n                      (jj) \"Employment Agreements\" has the meaning assigned\nto it in Section 10.8(a).\n\n                      (kk) \"Environmental Laws\" means all currently\nexisting foreign, federal, state and local laws, regulations, rules and\nordinances relating to pollution or protection of the environment or human\nhealth and safety, including, without limitation, laws relating to releases\nor threatened releases of Hazardous Materials into the indoor or outdoor\nenvironment (including, without limitation, ambient air, surface water,\ngroundwater, land, surface and subsurface strata) or otherwise relating to\nthe manufacture, processing, distribution, use, treatment, storage,\nrelease, transport or handling of Hazardous Materials and all laws and\nregulations with regard to record keeping, notification, disclosure and\nreporting requirements respecting Hazardous Materials, and all laws\nrelating to endangered or threatened species of fish, wildlife and plants\nand the management or use of natural resources.\n\n                      (ll) \"ERISA\" has the meaning assigned to it in\nSection 4.17(a).\n\n                      (mm) \"Fees\" means the legal, accounting and financial\nadvisory fees, strategic transaction incentives, remaining 2000 incentives,\npast due directors' and officers' liability insurance premiums, if any, and\nseverance obligations incurred by the Company arising in connection with\nthe Merger, including, without limitation, those identified on Schedule\n4.17(e), those under any employment agreement and any payments made\npursuant to the resolution adopted on December 1, 2000 by the Company's\nboard of directors regarding severance for certain employees.\n\n                      (nn) \"Financial Statements\" has the meaning assigned\nto it in Section 4.9(a).\n\n                      (oo) \"GAAP\" means United States generally accepted\naccounting principles.\n\n                      (pp) \"Governmental Authority\" means any United States\nfederal, state, local, foreign or other governmental, administrative or\nregulatory authority, body, agency, court, tribunal or similar entity.\n\n                      (qq) \"Hazardous Materials\" means any substance: (i)\nthe presence of which requires or may require investigation or remediation\nof any kind under any Environmental Laws; (ii) which is defined as\n\"hazardous waste,\" \"hazardous material,\" \"residual waste,\" \"hazardous\nsubstance,\" \"pollutant\" or \"contaminant\" under any federal, state or local\nstatute, regulation, rule or ordinance or amendments thereto including,\nwithout limitation, CERCLA and\/or the Resource Conservation and Recovery\nAct (42 U.S.C. Section 6901 et seq.) or (iii) which is otherwise regulated\npursuant to any applicable Environmental Law.\n\n                      (rr) \"Holdback Amount\" has the meaning assigned to it\nin Section 3.9.\n\n                      (ss) \"HSR Act\" means the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended, and the rules and regulations\nthereto.\n\n                      (tt) \"In-The-Money Options\" has the meaning assigned\nto it in Section 4.5(a).\n\n                      (uu) \"Indemnified Party\" means any party entitled to\nindemnification pursuant to Section 12.1 hereof.\n\n                      (vv) \"Indemnifying Party\" means any party required to\nindemnify an Indemnified Party pursuant to Section 12.1 hereof.\n\n                      (ww) \"Indemnitees\" has the meaning assigned to it in\nSection 14.7(a).\n\n                      (xx) \"Indemnity Basket\" has the meaning assigned to\nit in Section 12.1(d).\n\n                      (yy) \"Intellectual Property\" means trademarks,\nservice marks, trade names, Internet domain names, designs, logos, slogans,\nand general intangibles of like nature, together with all goodwill,\nregistrations and applications related to the foregoing (collectively,\n\"Trademarks\"); patents and industrial designs (including any continuations,\ndivisionals, continuations-in-part, renewals, reissues, and applications\nfor any of the foregoing); copyrights (including any registrations and\napplications for any of the foregoing); Software; content contained on any\nCompany Website; \"mask works\" (as defined under 17 USC ss. 901) and any\nregistrations and applications for \"mask works\"; Trade Secrets; rights of\npublicity and privacy relating to the use of the names, likenesses, voices,\nsignatures and biographical information of real persons.\n\n                      (zz) \"Interim Balance Sheet\" means the unaudited\nbalance sheet of the Company as of June 30, 2001, previously delivered to\nthe Purchaser.\n\n                      (aaa) \"Interim Financial Statements\" means the\nInterim Balance Sheet together with the unaudited statement of income of\nthe Company for the six-month period ended June 30, 2001, previously\ndelivered to the Purchaser.\n\n                      (bbb) \"Law\" means any federal, state, local or\nforeign law, statute, rule, regulation, ordinance, standard, requirement,\nadministrative ruling, order or process (including, without limitation, any\nzoning or land use law or ordinance, building code, Environmental Law,\nsecurities, blue sky, civil rights or occupational health and safety law or\nregulation) or administrative interpretation thereof, and any court, or\narbitrator's order or process.\n\n                      (ccc) \"Leased Real Property\" has the meaning assigned\nto it in Section 4.22(b).\n\n                      (ddd) \"Liability\" means any debt, liability,\ncommitment or obligation of any kind, character or nature whatsoever,\nwhether known or unknown, secured or unsecured, accrued, fixed, absolute,\ncontingent or otherwise, and whether due or to become due.\n\n                      (eee) \"License Agreements\" has the meaning assigned\nto it in Section 4.12(c).\n\n                      (fff) \"Lien\" means any lien, statutory lien, pledge,\nmortgage, security interest, charge, encumbrance, easement, right of way,\ncovenant, claim, restriction, right, option, conditional sale or other\ntitle retention agreement of any kind or nature.\n\n                      (ggg) \"Major Stockholder\" means any and all of the\nfollowing individuals: William E. Staib, Harry Hefter and John Pappajohn.\n\n                      (hhh) \"Material Adverse Effect\" means, with respect\nto a Person, any change or effect that is materially adverse to the\nCondition of such Person.\n\n                      (iii) \"Merger\" has the meaning assigned to it in\nSection 2.1.\n\n                      (jjj) \"Non-Disclosure Agreement\" has the meaning\nassigned to it in Section 14.2.\n\n                      (kkk) \"NT Notes\" has the meaning assigned to it in\nSection 10.10(d).\n\n                      (lll) \"Offer Letters\" has the meaning assigned to it\nin Section 10.8(b).\n\n                      (mmm) \"Option Shares\" has the meaning assigned to it\nin Section 4.5(a).\n\n                      (nnn) \"Outstanding Shares\" has the meaning assigned\nto it in Section 4.5(a)\n\n                      (ooo) \"Person\" means any individual, partnership,\ncorporation, limited liability company, association, business trust, joint\nventure, governmental entity, business entity or other entity of any kind\nor nature, including any business unit of such Person.\n\n                      (ppp) \"Personal Property Leases\" has the meaning\nassigned to it in Section 4.11(a).\n\n                      (qqq) \"Potential Acquirer\" has the meaning assigned\nto it in Section 7.4.\n\n                      (rrr) \"Proprietary Software\" has the meaning assigned\nto it in Section 4.12(b).\n\n                      (sss) \"Purchase Price Adjustment\" has the meaning\nassigned to it in Section 3.8(b).\n\n                      (ttt) \"Purchaser Common Stock\" means the common\nstock, par value $0.01 per share, of the Purchaser.\n\n                      (uuu) \"Purchaser Warrant\" means a warrant to acquire\nshares of Purchaser Common Stock at an exercise price of $6.00 per share,\nexercisable at any time within five years of the Closing in the form\nattached hereto as Exhibit B.\n\n                      (vvv) \"Real Property Leases\" has the meaning assigned\nto it in Section 4.22(b).\n\n                      (www) \"Representatives\" means with respect to any\nPerson, its stockholders, employees, officers, directors, investment\nbankers, attorneys, agents, representatives or Affiliates.\n\n                      (xxx) \"Retained Debt\" means the sum of the\nindebtedness of the Company set forth on Schedule 4.9(b).\n\n                      (yyy) \"SEC\" has the meaning assigned to it in Section\n6.4.\n\n                      (zzz) \"SEC Reports\" has the meaning assigned to it in\nSection 6.4.\n\n                      (aaaa) \"Securities Act\" means the Securities Act of\n1933, as amended, and the rules and regulations thereto.\n\n                      (bbbb) \"Securities Exchange Act\" means the Securities\nExchange Act of 1934, as amended, and the rules and regulations thereto.\n\n                      (cccc) \"Seller Party\" and \"Seller Parties\" have the\nmeanings assigned to them in Section 12.1(b).\n\n                      (dddd) \"Software\" means any and all (a) computer\nprograms, including any and all software implementation of algorithms,\nmodels and methodologies, whether in source code or object code form, (b)\ndatabases and compilations, including any and all data and collections of\ndata, and (c) all documentation, including user manuals and training\nmaterials, relating to any of the foregoing, in each case used in or\nnecessary for the conduct of the Company's or its Subsidiaries' business as\ncurrently conducted or contemplated to be conducted.\n\n                      (eeee) \"Stock Consideration\" means the sum of the\naggregate number of shares of Purchaser Common Stock issued pursuant to\nSections 3.1(a) and 3.7.\n\n                      (ffff) \"Stock Option\" means any or each of those\noptions to purchase shares of Company Common Stock outstanding on the date\nof this Agreement, all of which are included in the number represented in\nSection 4.5(a)(ii) and shown on Schedule 1.1.\n\n                      (gggg) \"Stock Value\" means $3.50 (as appropriately\nadjusted for any stock split, combination, reorganization,\nrecapitalization, reclassification, stock dividend, stock distribution or\nsimilar event).\n\n                      (hhhh) \"Stockholder Agent\" has the meaning assigned\nto it in Section 12.5(a).\n\n                      (iiii) \"Stockholder Approvals\" means the approval of\nthe holders of the Company Series A Preferred Stock, Company Series B\nPreferred Stock, Company Series C Preferred Stock, each voting as a\nseparate class, and all shares of Company Preferred Stock and Company\nCommon Stock together voting as a single class, at a meeting duly called\nand held in accordance with the DGCL.\n\n                      (jjjj) \"Stockholders\" means a holder of Company\nCommon Stock or Company Preferred Stock.\n\n                      (kkkk) \"Subsidiary\" when used with respect to any\nPerson means any other Person, whether incorporated or unincorporated, of\nwhich (i) more than fifty percent of the securities or other ownership\ninterests or (ii) securities or other interests having by their terms\nordinary voting power to elect more than fifty percent of the board of\ndirectors or others performing similar functions with respect to such\ncorporation or other organization, is directly owned or controlled by such\nPerson or by any one or more of its Subsidiaries.\n\n                      (llll) \"Superior Offer\" has the meaning assigned to\nit in Section 7.4.\n\n                      (mmmm) \"Surviving Corporation\" has the meaning\nassigned to it in Section 2.1.\n\n                      (nnnn) \"Tax\" means any United States federal, state\nor local or foreign income, gross receipts, license, severance, occupation,\npremium, environmental (including taxes under Code Section 59A), customs,\nduties, profits, disability, registration, alternative or add-on minimum,\nestimated, withholding, payroll, employment, unemployment insurance, social\nsecurity (or similar), excise, sales, use, value-added, occupancy,\nfranchise, real property, personal property, business and occupation,\nwindfall profits, capital stock, stamp, transfer, workmen's compensation or\nother tax, fee or imposition of any kind whatsoever, including any\ninterest, penalties, additions, assessments or deferred liability with\nrespect thereto, whether disputed or not.\n\n                      (oooo) \"Tax Indemnification Agreements\" has the\nmeaning assigned to it in Section 4.15(m).\n\n                      (pppp) \"Tax Law\" means the Law (including any\napplicable regulations or any administrative pronouncement) of any\nGovernmental Authority relating to any Tax.\n\n                      (qqqq) \"Tax Period\" means with respect to any Tax,\nthe period for which the Tax is reported as provided under the applicable\nTax Law.\n\n                      (rrrr) \"Tax Return\" means any federal, state, local\nor foreign return, declaration, report, claim for refund, amended return,\ndeclaration of estimated Tax or information return or statement relating to\nTaxes, and any schedule, exhibit, attachment or other materials submitted\nwith any of the foregoing, and any amendment thereto.\n\n                      (ssss) \"Third Party Claim\" has the meaning assigned\nto it in Section 12.3(a).\n\n                      (tttt) \"Trade Secrets\" means any and all technology,\ntrade secrets and other confidential information, know-how, inventions,\nproprietary processes, formulae, algorithms, models, and methodologies held\nfor use or used in or necessary for the conduct of the Company's or its\nSubsidiaries' business as currently conducted or contemplated to be\nconducted.\n\n                      (uuuu) \"Treasury Regulations\" has the meaning\nassigned to it in Section 4.15(o).\n\n                      (vvvv) \"Voting Agreement\" means the agreement by a\nMajor Stockholder to, among other things, vote in favor of the Merger,\nwaive appraisal rights, agree to the provisions of Section 3.2 or 3.7, as\napplicable, consent to the appointment of the Stockholder Agent, and the\nrelease in Section 12.4 in the form attached hereto as Exhibit E.\n\n                      (wwww) \"Warrant\" means a warrant to purchase shares\nof the Company's Common Stock pursuant to a written warrant agreement and\nset forth on Schedule 3.7.\n\n                      (xxxx) \"Warrant Shares\" has the meaning assigned to\nit in Section 4.5.\n\n                      (yyyy) \"Wells Fargo\" has the meaning assigned to it\nin Section 10.10(a).\n\n         1.2 Accounting Terms. All accounting terms not specifically\ndefined in this Agreement shall be construed in accordance with GAAP\nconsistently applied.\n\n         1.3 Singular and Plural Forms. The use herein of the singular form\nalso denotes the plural form, and the use of the plural form herein also\ndenotes the singular form, as in each case the context may require.\n\n         1.4 Gender Forms. The use herein of any gender word (such as \"he\"\nor \"his\") includes both the male and female genders.\n\n                                 ARTICLE II\n                                 THE MERGER\n\n         2.1 The Merger. Subject to the terms and conditions set forth in\nthis Agreement and in accordance with the DGCL, at the Effective Time,\nAcquisition Sub shall be merged with and into the Company (together with\nAcquisition Sub, the \"Constituent Corporations\") in accordance with this\nAgreement and the separate existence of Acquisition Sub shall cease (the\n\"Merger\"). The Company shall survive the Merger and the Company shall\nbecome a wholly owned Subsidiary of the Purchaser and shall continue to be\ngoverned by the laws of the State of Delaware (as such, the \"Surviving\nCorporation\"). The Merger shall have the effects set forth in Section 259\nof the DGCL.\n\n         2.2 Closing. The closing of the Merger (the \"Closing\") shall take\nplace (i) at the offices of Skadden, Arps, Slate, Meagher &amp; Flom LLP, Four\nTimes Square, New York, New York, as soon as practicable, but in any event\nwithin three Business Days after the day on which the last to be fulfilled\nor waived of the conditions set forth in Articles X and XI (other than\nthose conditions that by their nature are to be fulfilled at the Closing,\nbut subject to the fulfillment or waiver of such conditions) shall be\nfulfilled or waived in accordance with this Agreement or (ii) at such other\nplace and time or on such other date as the parties may agree in writing\n(the \"Closing Date\").\n\n         2.3 Effective Time of the Merger. The Merger shall become\neffective on the date and at the time at which a properly executed\ncertificate of merger (the \"Certificate of Merger\") is duly filed with the\nSecretary of State of the State of Delaware, or at such later date and time\nas may be specified therein. The Certificate of Merger filing shall be made\nas soon as practicable on or after the Closing Date. When used in this\nAgreement, the term \"Effective Time\" means the date and time on which such\nCertificate of Merger is so filed or such later time as the parties shall\ndesignate therein.\n\n         2.4 Certificate of Incorporation. The Certificate of Incorporation\nof Acquisition Sub as in effect immediately prior to the Effective Time\nshall be the Certificate of Incorporation of the Surviving Corporation\nunless and until amended as provided by Law and the Certificate of\nIncorporation, except that Article One thereof shall provide that the name\nof the Surviving Corporation shall be: \"Stockpoint, Inc.\"\n\n         2.5 By-Laws. The by-laws of Acquisition Sub as in effect\nimmediately prior to the Effective Time shall be the by-laws of the\nSurviving Corporation unless and until amended in accordance with their\nterms and the Certificate of Incorporation of the Surviving Corporation.\n\n         2.6 Directors. The directors of Acquisition Sub at the Effective\nTime shall be the initial directors of the Surviving Corporation and shall\nhold office from the Effective Time until their respective successors are\nduly elected or appointed and qualify in the manner provided in the\nCertificate of Incorporation and by-laws of the Surviving Corporation or as\notherwise provided by Law.\n\n         2.7 Officers. The officers of the Company at the Effective Time\nshall be the initial officers of the Surviving Corporation and shall hold\noffice from the Effective Time until their respective successors are duly\nelected or appointed and qualify in the manner provided in the Certificate\nof Incorporation and by-laws of the Surviving Corporation, or as otherwise\nprovided by Law.\n\n                                ARTICLE III\n                            CONVERSION OF SHARES\n\n         3.1 Effect on Capital Stock. At the Effective Time, by virtue of\nthe Merger and without any action on the part of any stockholder of either\nof the Constituent Corporations:\n\n                      (a) Conversion of Company Common Stock and Company\nPreferred Stock.\n\n                           (i) Each share of Company Series A Preferred\n         Stock issued and outstanding immediately prior to the Effective\n         Time (other than Dissenting Shares or Company Series A Preferred\n         Stock to be cancelled in accordance with Section 3.1(b) hereof)\n         shall, subject to a Purchase Price Adjustment, be converted into\n         the right to receive 1.756903125 (or 1.785715625 if Section 3.10\n         applies) shares of Purchaser Common Stock and $0.10084375 (or\n         $0.00 if Section 3.10 applies) in cash by good check; provided,\n         however, that, subject to a Purchase Price Adjustment, in no event\n         will the aggregate consideration issued upon conversion of all\n         shares of Company Series A Preferred Stock exceed 562,209 (or\n         571,429 if Section 3.10 applies) shares of Purchaser Common Stock\n         and $32,270 (or $0.00 if Section 3.10 applies) in cash. In each\n         case, as appropriately adjusted for any stock split, combination,\n         reorganization, recapitalization, reclassification, stock\n         dividend, stock distribution or similar event.\n\n                           (ii) Each share of Company Series B Preferred\n         Stock issued and outstanding immediately prior to the Effective\n         Time (other than Dissenting Shares or Company Series B Preferred\n         Stock to be cancelled in accordance with Section 3.1(b) hereof)\n         shall, subject to a Purchase Price Adjustment, be converted into\n         the right to receive 1.7569000821 (or 1.78571378 if Section 3.10\n         applies) shares of Purchaser Common Stock and $0.100841822 (or\n         $0.00 if Section 3.10 applies) in cash by good check; provided,\n         however, that, subject to a Purchase Price Adjustment, in no event\n         will the aggregate consideration issued upon conversion of all\n         shares of Company Series B Preferred Stock exceed 496,711 (or\n         504,857 if Section 3.10 applies) shares of Purchaser Common Stock\n         and $28,510 (or $0.00 if Section 3.10 applies) in cash. In each\n         case, as appropriately adjusted for any stock split, combination,\n         reorganization, recapitalization, reclassification, stock\n         dividend, stock distribution or similar event.\n\n                           (iii) Each share of Company Series C Preferred\n         Stock issued and outstanding immediately prior to the Effective\n         Time (other than Dissenting Shares or Company Series C Preferred\n         Stock to be cancelled in accordance with Section 3.1(b) hereof)\n         shall, subject to a Purchase Price Adjustment, be converted into\n         the right to receive 1.85300192 shares of Purchaser Common Stock\n         and $1.144500844 in cash by good check; provided, however, that,\n         subject to a Purchase Price Adjustment, in no event will the\n         aggregate consideration issued upon conversion of all shares of\n         Company Series C Preferred Stock exceed 1,432,843 shares of\n         Purchaser Common Stock and $884,991 in cash. In each case, as\n         appropriately adjusted for any stock split, combination,\n         reorganization, recapitalization, reclassification, stock\n         dividend, stock distribution or similar event.\n\n                           (iv) Each share of Company Common Stock issued\n         and outstanding immediately prior to the Effective Time (other\n         than Dissenting Shares or Company Common Stock to be cancelled in\n         accordance with Section 3.1(b) hereof) shall, subject to the\n         Purchase Price Adjustment, be converted into the right to receive\n         0.2921318109 (or 0.298124802 if Section 3.10 applies) shares of\n         Purchaser Common Stock, a Purchaser Warrant to acquire 0.097460622\n         shares of Purchaser Common Stock and $0.020975197 (or $0.00 if\n         Section 3.10 applies) in cash by good check; provided, however,\n         that, subject to a Purchase Price Adjustment, in no event will the\n         aggregate consideration issued upon conversion of all shares of\n         Company Common Stock exceed 1,049,102 (or 1,070,624 if Section\n         3.10 applies) shares of Purchaser Common Stock, Purchaser Warrants\n         to acquire 350,000 shares of Purchaser Common Stock and $75,326\n         (or $0.00 if Section 3.10 applies) in cash, plus the number of\n         shares of Purchaser Common Stock and Purchaser Warrants as shall\n         be issuable at the above exchange rate for any Option Shares\n         issued after the date hereof and prior to the Closing Date upon\n         exercise of the In-The-Money Options. In each case, as\n         appropriately adjusted for any stock split, combination,\n         reorganization, recapitalization, reclassification, stock\n         dividend, stock distribution or similar event.\n\n                           (v) Each of the shares of Company Common Stock\n         or Company Preferred Stock converted in accordance with this\n         Section 3.1(a) shall no longer be outstanding and shall\n         automatically be cancelled and retired and shall cease to exist,\n         and each holder of a certificate representing any such shares of\n         Company Common Stock or Company Preferred Stock shall cease to\n         have any rights with respect thereto, except the right to receive\n         the consideration set forth in Section 3.1(a), upon the surrender\n         of such certificate in accordance with Section 3.2 hereof.\n\n                      (b) Cancellation of Treasury Stock. Each share of\nCompany Common Stock or Company Preferred Stock held by any Subsidiary of\nthe Company or in the treasury of the Company, if any, immediately prior to\nthe Effective Time shall be cancelled and retired and cease to exist.\n\n                      (c) Conversion of Acquisition Sub Common Stock. Each\nshare of Acquisition Sub Common Stock issued and outstanding immediately\nprior to the Effective Time shall be converted into and become one fully\npaid and nonassessable share of common stock, par value $0.01 per share, of\nthe Surviving Corporation with the same rights, powers and privileges as\nthe shares so converted and shall constitute the only outstanding shares of\ncapital stock of the Surviving Corporation.\n\n                      (d) Appraisal Rights. Notwithstanding anything in\nthis Agreement to the contrary, Dissenting Shares shall not be converted\ninto or be exchangeable for the right to receive the consideration\notherwise payable pursuant to this Section 3.1, unless and until holders of\nDissenting Shares shall have failed to perfect or shall have effectively\nwithdrawn or lost their rights to appraisal under the DGCL. The Company\nshall give the Purchaser (i) immediate oral notice followed by prompt\nwritten notice of any written demands for appraisal of any shares of\nCompany Common Stock or Company Preferred Stock, attempted withdrawals of\nany such demands and any other instruments served pursuant to the DGCL and\nreceived by or on behalf of the Company relating to rights of appraisal and\n(ii) the opportunity to direct all negotiations and proceedings with\nrespect to demands for appraisal of shares of Company Common Stock or\nCompany Preferred Stock under the DGCL. Neither the Company nor the\nSurviving Corporation shall, except with the prior written consent of the\nPurchaser in each instance, voluntarily make any payment with respect to,\nor settle or offer to settle, any such demand for payment. If any holder of\nDissenting Shares shall fail to perfect or shall have effectively withdrawn\nor lost the right to appraisal, the shares of Company Common Stock or\nCompany Preferred Stock held by such Stockholder shall thereupon be treated\nas though such shares had been converted into the right to receive the\nconsideration pursuant to Section 3.1(a) hereof.\n\n         3.2 Surrender of Certificates Representing Shares. At the\nEffective Time, each Stockholder, upon surrender to the Purchaser of one or\nmore certificates in valid form representing the shares of Company Common\nStock or Company Preferred Stock, as the case may be, duly endorsed in\nblank or accompanied by duly executed stock powers, with all required stock\ntransfer tax stamps affixed, shall be entitled to receive the consideration\nset forth in Section 3.1(a) in respect of the shares of capital stock\nrepresented by such certificates, subject to the arrangements described in\nSection 3.9. Until so surrendered, each such certificate shall, after the\nEffective Time, represent for all purposes only the right to receive such\nconsideration as set forth in Section 3.1 or to receive payment for the\nDissenting Shares in accordance with Section 262 of the DGCL. By tendering\ntheir shares of Company Common Stock or Company Preferred Stock, as the\ncase may be, and by accepting the consideration set forth in Section 3.1,\neach Stockholder agrees (a) that, in accordance with Section 3.9, the\nPurchaser shall retain 10% of the consideration otherwise deliverable to\nsuch Stockholder, (b) to the indemnification provisions of Article XII, and\n(c) that the shares of Purchaser Common Stock and the Purchaser Warrants\nthat such Stockholder shall receive (whether in the Merger or upon exercise\nof the Purchaser Warrants) shall not be sold, transferred, pledged,\ndisposed of or encumbered for the period beginning on the Closing Date and\nending (i) as to 50% of such securities, twelve months from the Closing\nDate, and (ii) as to the remaining 50% of such securities, in equal amounts\non a monthly basis beginning thirteen months from the Closing Date and\nending eighteen months from the Closing Date. Each certificate representing\nsuch shares of Purchaser Common Stock and the Purchaser Warrants shall bear\na legend stating:\n\n\"THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE\nHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE\n\"ACT\"), OR APPLICABLE STATE SECURITIES LAWS AND THESE SECURITIES MAY NOT BE\nSOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SALE\nOR TRANSFER IS EFFECTIVE UNDER THE ACT OR (II) THE TRANSACTION IS EXEMPT\nFROM REGISTRATION UNDER THE ACT, AND IF THE ISSUER REQUESTS, AN OPINION\nSATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY\nCOUNSEL.\"\n\n\"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A\nCONTRACTUAL HOLDING PERIOD SET FORTH IN THAT CERTAIN AGREEMENT AND PLAN OF\nMERGER AMONG STOCKPOINT, INC., THE ISSUER AND SCRM MERGER CORP., DATED AS\nOF JULY 23, 2001. PRIOR TO THE EXPIRATION OF SUCH HOLDING PERIOD, SUCH\nSECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED AND THE ISSUER SHALL\nNOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR\nASSIGNMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE\nISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED\nWITH ITS TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED.\"\n\n         3.3 Dividends; Transfer Taxes. No dividends that are declared on\nPurchaser Common Stock will be paid to Persons entitled to receive\ncertificates representing shares of Purchaser Common Stock until such\nPersons surrender their certificates representing shares of Company Common\nStock or Company Preferred Stock. Upon such surrender, there shall be paid\nto the Person in whose name the certificates representing such shares of\nPurchaser Common Stock shall be issued, any dividends which shall have\nbecome payable with respect to such shares of Purchaser Common Stock\nbetween the Effective Time and the time of such surrender. In no event\nshall the Person entitled to receive such dividends be entitled to receive\ninterest on such dividends. If any certificates for any shares of Purchaser\nCommon Stock are to be issued in a name other than that in which the\ncertificate representing shares of Company Common Stock or Company\nPreferred Stock surrendered in exchange therefor is registered, it shall be\na condition to such exchange that the Person requesting such exchange shall\npay to the Purchaser any transfer or other Taxes required by reason of the\nissuance of certificates for such shares of Purchaser Common Stock in a\nname other than that of the registered holder of the certificate\nsurrendered or shall establish to the satisfaction of the Purchaser that\nsuch Tax has been paid or is not applicable. Notwithstanding the foregoing,\n(i) neither the Purchaser nor any party hereto shall be liable to a holder\nof shares of Company Common Stock or Company Preferred Stock for any shares\nof Purchaser Common Stock or dividends thereon, in each case, delivered to\na public official pursuant to applicable escheat Laws, and (ii) any shares\nof Purchaser Common Stock held by the Purchaser prior to surrender of\ncertificates representing shares of Company Common Stock or Company\nPreferred Stock shall not be deemed issued.\n\n         3.4 No Fractional Shares. No certificates or scrip representing\nfractional shares of Purchaser Common Stock shall be issued upon the\nsurrender for exchange of certificates representing shares of Company\nCommon Stock or Company Preferred Stock pursuant to this Article III and no\ndividend, stock split or other change in the capital structure of Purchaser\nshall relate to any fractional security, and such fractional interests\nshall not entitle the owner thereof to vote or to any rights of a security\nholder. In lieu of any such fractional shares of Purchaser Common Stock,\neach holder of shares of Company Common Stock or Company Preferred Stock\nwho would otherwise have been entitled to a fraction of a share of\nPurchaser Common Stock upon surrender of stock certificates for exchange\npursuant to this Article III will be paid cash upon such surrender in an\namount equal to the product of such fraction multiplied by the Stock Value.\nFor purposes of this Section 3.4, shares of Company Common Stock or Company\nPreferred Stock of any holder represented by two or more certificates may\nbe aggregated, and in no event shall any holder be paid an amount of cash\nin respect of more than one share of Purchaser Common Stock.\n\n         3.5 Closing of Company Transfer Books. At the Effective Time, the\nstock transfer books of the Company shall be closed and no transfer of\nshares of Company Common Stock or Company Preferred Stock shall thereafter\nbe made. If, after the Effective Time, certificates representing shares of\nCompany Common Stock or Company Preferred Stock (other than Dissenting\nShares) are presented to the Surviving Corporation, they shall be cancelled\nand exchanged for the consideration set forth in Section 3.1(a).\n\n         3.6 Intentionally Omitted.\n\n         3.7 Warrants.\n\n                      (a) At the Effective Time and subject to a Purchase\nPrice Adjustment, each Bridge Warrant set forth on Schedule 3.7 which is\noutstanding and unexercised at the Effective Time shall be converted, for\neach share of Company Common Stock into which the Bridge Warrant is\nexercisable, into the right to receive 0.624676667 (or 0.581467777 if\nSection 3.10 applies) shares of Purchaser Common Stock and $0.035855556 (or\n$0.187084444 if Section 3.10 applies) in cash by good check; provided,\nhowever, that, subject to a Purchase Price Adjustment, in no event will the\naggregate consideration issued upon conversion of all Bridge Warrants\nexceed 562,209 (or 523,321 if Section 3.10 applies) shares of Purchaser\nCommon Stock and $32,270 (or $168,376 if Section 3.10 applies) in cash. In\neach case, as appropriately adjusted for any stock split, combination,\nreorganization, recapitalization, reclassification, stock dividend, stock\ndistribution or similar event.\n\n                      (b) By tendering their Bridge Warrants and by\naccepting the consideration set forth in Section 3.7, each holder of a\nBridge Warrant agrees (x) that, in accordance with Section 3.9, the\nPurchaser shall retain 10% of the consideration otherwise deliverable to\nsuch holder of a Bridge Warrant, (y) to the indemnification provisions of\nArticle XII, and (z) that the shares of Purchaser Common Stock that such\nholder of a Bridge Warrant shall receive shall not be sold, transferred,\npledged, disposed of or encumbered for the period beginning on the Closing\nDate and ending (i) as to 50% of such securities, twelve months from the\nClosing Date, and (ii) as to the remaining 50% of such securities, in equal\namounts on a monthly basis beginning thirteen months from the Closing Date\nand ending eighteen months from the Closing Date. Each certificate\nrepresenting such shares of Purchaser Common Stock shall bear a legend\nstating:\n\n\"THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE\nHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE\n\"ACT\"), OR APPLICABLE STATE SECURITIES LAWS AND THESE SECURITIES MAY NOT BE\nSOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SALE\nOR TRANSFER IS EFFECTIVE UNDER THE ACT OR (II) THE TRANSACTION IS EXEMPT\nFROM REGISTRATION UNDER THE ACT, AND IF THE ISSUER REQUESTS, AN OPINION\nSATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY\nCOUNSEL.\"\n\n\"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A\nCONTRACTUAL HOLDING PERIOD SET FORTH IN THAT CERTAIN AGREEMENT AND PLAN OF\nMERGER AMONG STOCKPOINT, INC., THE ISSUER AND SCRM MERGER CORP., DATED AS\nOF JULY 23, 2001. PRIOR TO THE EXPIRATION OF SUCH HOLDING PERIOD, SUCH\nSECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED AND THE ISSUER SHALL\nNOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR\nASSIGNMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE\nISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED\nWITH ITS TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED.\"\n\n         3.8 Purchase Price Adjustment.\n\n                      (a) The Aggregate Consideration has been calculated\nbased upon several factors, including the assumptions (i) that the\nCompany's net current liabilities (calculated in accordance with Section\n10.17(a) and applying the financial accounting policies and practices of\nthe Company, which policies and practices comply with GAAP) will not, on\nthe Closing Date, exceed $7,700,000, (ii) that the Company's debt\n(calculated in accordance with Section 10.17(b) and applying the financial\naccounting policies and practices of the Company, which policies and\npractices comply with GAAP) will not, on the Closing Date, exceed\n$13,172,000, (iii) that the Fees will not, on the Closing Date, exceed\n$1,500,000, (iv) that any repayment of the Bridge Financing will not\nincrease the Aggregate Consideration and (v) that the \"Discounts\" to the\nDeferred Payables will, on the Closing Date, equal or exceed $339,574.\nDiscounts shall be computed in a manner consistent with the Discounts\ncolumn of Exhibit A.\n\n                      (b) Based on the procedures set forth in Section\n10.17, in the event that the Company does not meet one or more financial\nconditions set forth in Sections 3.8(a)(i), (ii), (iii) or (iv), the\nAggregate Consideration shall be reduced, on a dollar-for-dollar basis, in\nan amount equal to the difference between the actual amount of such\nliabilities, debt, Fees or repayments of Bridge Financing, as the case may\nbe, and the agreed upon amount set forth in Section 3.8(a)(i), (ii), (iii)\nor (iv) respectively. In the event that the \"Discounts\" to the Deferred\nPayables exceed $339,574, the Aggregate Consideration shall be increased at\nthe rate of $0.50 for each $1.00 (up to $100,000 in the aggregate) that the\n\"Discounts\" to the Deferred Payables exceed $339,574 (up to $539,574). In\nthe event that the \"Discounts\" to the Deferred Payables are less than\n$339,574, the Aggregate Consideration shall be reduced on a\ndollar-for-dollar basis in an amount equal to such difference. Any such\nadjustment described in this Section 3.8(b) shall be a \"Purchase Price\nAdjustment.\n\n                      (c) The Purchase Price Adjustment shall be cumulative\nto reflect each of the differences in financial condition described in\nSection 3.8(a); provided, however, that the Purchase Price Adjustment shall\nnot be cumulative or duplicative of any claim against the Holdback Amount.\nThe Purchase Price Adjustment (x) in excess of $200,000 (the first $200,000\nbeing a claim against, and satisfied from, the Holdback Amount as set forth\nin Section 3.9(x)) resulting from the failure to meet the financial\nconditions set forth in Section 3.8(a)(i), or (y) resulting from the\nfailure to meet the financial conditions set forth in Sections 3.8(a)(ii),\n(iii), (iv) or (v), shall reduce the Aggregate Consideration as follows:\nfirst, by reducing the amount of Cash Consideration paid pursuant to\nSections 3.1(a)(i), (ii) or (iv) and Section 3.7 on a pro rata basis;\nsecond, by reducing the Stock Consideration (valued at the Stock Value) on\na pro rata basis; third, by reducing the Purchaser Warrants on a pro rata\nbasis; and, fourth by reducing the amount of Cash Consideration paid\npursuant to Section 3.1(a)(iii) on a pro rata basis. Prior to a reduction\nof the Purchaser Warrants, the Purchaser and the Stockholder Agent shall\nnegotiate, for twenty Business Days, in good faith to determine the value\nof each Purchaser Warrant. In the event that agreement is not reached\nwithin twenty Business Days, either the Purchaser or the Stockholder Agent\nmay avail itself or himself of the procedure set forth in Section 15.4.\n\n         3.9 Holdback. Notwithstanding anything contained in this Agreement\nto the contrary, the Purchaser shall retain (i) such number of shares of\nPurchaser Common Stock as equals 10% of the number otherwise issuable\npursuant to Section 3.1(a) and Section 3.7, (ii) 10% of the Purchaser\nWarrants otherwise issuable pursuant to Section 3.1(a)(iv) and (iii) 10% of\nthe cash otherwise deliverable pursuant to Section 3.1(a) and Section 3.7\n(collectively, the \"Holdback Amount\") for collateral payment of any\npost-Closing Purchase Price Adjustment or any indemnification obligations\nunder Section 12.1. Each holder of Company Common Stock, Company Preferred\nStock or a Bridge Warrant shall be deemed to have contributed their pro\nrata share of the Holdback Amount. The Holdback Amount, less any amounts,\nif any, deducted as a Purchase Price Adjustment or due to the Purchaser\npursuant to Article XII, shall be delivered pro rata to each holder of\nCompany Common Stock, Company Preferred Stock or a Warrant on the later of\n(i) the one year anniversary of the Closing Date or (ii) if a claim is made\nby Buyer Party on or prior to the one year anniversary of the Closing Date,\nupon the final, non-appealable resolution of all such claims. The Holdback\nAmount shall be applied to (x) a Purchase Price Adjustment for up to\n$200,000 resulting from the failure to meet the financial conditions set\nforth in Section 3.8(a)(i), with the amount in excess of $200,000 satisfied\nin accordance with Section 3.8(c)(x), or (y) any claims of the Purchaser\npursuant to Article XII as follows: first, by applying the amount of Cash\nConsideration paid pursuant to Sections 3.1(a)(i), (ii) or (iv) and Section\n3.7 on a pro rata basis; second, by applying the Stock Consideration on a\npro rata basis; third, by applying the Purchaser Warrants on a pro rata\nbasis; and, fourth, by applying the amount of Cash Consideration paid\npursuant to Section 3.1(a)(iii) on a pro rata basis. The shares of\nPurchaser Common Stock shall be valued at the Stock Value for purposes of\nset off against amounts due to the Purchaser. Prior to applying the\nPurchaser Warrants, the Purchaser and the Stockholder Agent shall\nnegotiate, for twenty Business Days, in good faith to determine the value\nof each Purchase Warrant. In the event that agreement is not reached within\ntwenty Business Days, either the Purchaser or the Stockholder Agent may\navail itself or himself of the procedure set forth in Section 15.4.\n\n         3.10 Reallocation of Consideration. In the event that the price of\nPurchaser Common Stock at the Effective Time is less than or equal to $1.35\n(as appropriately adjusted for any stock split, combination,\nreorganization, recapitalization, reclassification, stock dividend, stock\ndistribution or similar event) and as a result the Company reasonably\nbelieves, solely due to such price being less than or equal to $1.35 (as\nappropriately adjusted for any stock split, combination, reorganization,\nrecapitalization, reclassification, stock dividend, stock distribution or\nsimilar event), that the Merger will not satisfy the requirements of\nSection 368(a)(E)(2)(ii) of the Code, then, with the intent that the Merger\nwill be a reorganization described in Section 368(a) of the Code, the\nexchange ratios for the Stock Consideration and the Cash Consideration\nshall be adjusted as set forth in Section 3.1(a) and Section 3.7. In the\nevent that following such adjustment the Company continues to reasonably\nbelieve, solely due to such price being less than or equal to $1.18 (as\nappropriately adjusted for any stock split, combination, reorganization,\nrecapitalization, reclassification, stock dividend, stock distribution or\nsimilar event), that the Merger will not satisfy the requirements of\nSection 368(a)(E)(2)(ii) of the Code, then, with the intent that the Merger\nwill be a reorganization described in Section 368(a) of the Code:\n\n                      (a) the Purchaser, at its sole option, can increase\nthe Stock Consideration, either in addition to or in lieu of the Purchaser\nWarrants (valuing the Purchaser Warrants using the Black-Scholes model and\nassuming 80% volatility), and the exchange ratios set forth in Sections\n3(a) shall be appropriately adjusted; or\n\n                      (b) the Purchaser, at its sole option, can elect to\n\"gross up\" the Stockholders for the tax impact resulting from the Merger\nnot qualifying as a reorganization described in Section 368(a) of the Code;\nor\n\n                      (c) either the Purchaser or the Company can terminate\nthis Agreement pursuant to Section 13.1(g).\n\n                                ARTICLE IV\n                     REPRESENTATIONS AND WARRANTIES OF\n                                THE COMPANY\n\n         The Company hereby represents and warrants to the Purchaser and\nAcquisition Sub, as of the date hereof and as of the Closing Date, as\nfollows:\n\n         4.1 Organization and Good Standing. The Company is a corporation\nduly incorporated, validly existing and in good standing under the laws of\nthe State of Delaware and has the requisite power and authority and all\ngovernmental licenses, authorizations, consents and approvals required to\nown, operate and lease its properties and assets and to conduct its\nbusiness as it is now being owned, operated, leased and conducted. The\nCompany is duly qualified or licensed to do business as a foreign\ncorporation, and is in good standing as a foreign corporation, in every\njurisdiction in which the failure to be so qualified or licensed or in good\nstanding would have a Material Adverse Effect on the Company's business or\noperations or the Company's ability to consummate the transactions provided\nfor or contemplated by this Agreement. Schedule 4.1 hereto sets forth a\ntrue and complete list of all foreign jurisdictions in which the Company is\nso qualified or licensed and in good standing.\n\n         4.2 Corporate Records. Copies of the certificate of incorporation\nof the Company, certified by the Secretary of State of the State of\nDelaware, and of the by-laws of the Company, certified by the Secretary of\nsuch corporation, heretofore delivered to the Purchaser are true and\ncomplete copies of such instruments as amended to the date of this\nAgreement. Such certificate of incorporation and by-laws of the Company are\nin full force and effect. The Company is not in violation of any provision\nof its certificate of incorporation or by-laws.\n\n         4.3 Corporate Power and Authority. The Company has the requisite\ncorporate power and authority to execute and deliver this Agreement,\nperform its obligations hereunder and consummate the transactions\ncontemplated hereby. Except for the Stockholder Approvals, the execution\nand delivery of this Agreement by the Company, the performance by it of its\nobligations hereunder and the consummation by it of the transactions\ncontemplated hereby have been duly authorized by all necessary corporate\nactions on the part of the Company. This Agreement constitutes the legal,\nvalid and binding obligation of the Company, enforceable against it in\naccordance with its terms, except as the same may be limited by bankruptcy,\ninsolvency, reorganization, moratorium or similar Laws now or hereafter in\neffect relating to creditors' rights generally and subject to general\nprinciples of equity.\n\n         4.4 Intentionally Omitted.\n\n         4.5 Capitalization.\n\n                      (a) The authorized capital stock of the Company\nconsists solely of (x) 75,000,000 shares of Company Common Stock and (y)\n5,000,000 shares of Company Preferred Stock of which (a) 320,000 have been\ndesignated Company Series A Preferred Stock, (b) 320,000 have been\ndesignated Company Series B Preferred Stock and (c) 1,179,540 have been\ndesignated as Company Series C Preferred Stock. There are (i) 3,591,194\nshares of Company Common Stock, 320,000 shares of Company Series A\nPreferred Stock, 282,720 shares of Company Series B Preferred Stock and\n773,255 shares of Company Series C Preferred Stock issued and outstanding\n(the \"Outstanding Shares\"); (ii) 3,035,312 shares of Company Common Stock\nissuable upon exercise of Stock Options (the \"Option Shares\") of which\n776,469 have an exercise price equal to or less than $1.00 per share of\nCompany Common Stock (the \"In-The-Money Options\"); and (iii) 1,645,712\nshares of Company Common Stock issuable upon exercise of the Warrants (the\n\"Warrant Shares\"). No shares of Company Common Stock are held as treasury\nshares, and no shares of Company Preferred Stock are held as treasury\nshares.\n\n                      (b) All of the issued and outstanding shares of\nCompany Common Stock and Company Preferred Stock are validly issued, fully\npaid and nonassessable and free of preemptive rights and were issued in\ncompliance with all applicable Laws concerning the issuance of securities.\nExcept as set forth in Section 4.5(a) above, there are not any shares of\ncapital stock of the Company issued or outstanding or any options,\nwarrants, subscriptions, calls, rights, convertible securities or other\nagreements or commitments obligating the Company to issue, transfer, sell,\nredeem, repurchase or otherwise acquire any shares of its capital stock or\nsecurities. There are not any notes, bonds, debentures or other\nindebtedness of the Company having the right to vote (or convertible into\nor exchangeable for securities having the right to vote) on any matters\nupon which Stockholders may vote. Except as provided in the certificates of\ndesignations of the Company Preferred Stock, there are no outstanding\ncontractual obligations, commitments, understandings or arrangements of the\nCompany to repurchase, redeem or otherwise acquire or make any payment in\nrespect of or measured or determined based on the value or market price of\nany shares of capital stock of the Company, and there are no irrevocable\nproxies with respect to shares of capital stock of the Company. Except as\nset forth on Schedule 4.5, there are no agreements or arrangements pursuant\nto which the Company is or could be required to register shares of Company\nCommon Stock or other securities under the Securities Act.\n\n         4.6 Subsidiaries. Except as set forth on Schedule 4.6, the Company\ndoes not own, directly or indirectly, any capital stock or other ownership\ninterest in any corporation, partnership, limited liability company, joint\nventure or other business association or entity.\n\n         4.7 No Violation. Except for the filing of the Certificate of\nMerger and except as set forth on Schedule 4.7, neither the execution and\ndelivery of this Agreement by the Company, the performance by it of its\nobligations hereunder, nor the consummation by it of the transactions\ncontemplated hereby, will (a) assuming receipt of the Stockholder\nApprovals, contravene any provision of the certificate of incorporation or\nbylaws of the Company; (b) violate, be in conflict with, constitute a\ndefault under, permit the termination of, cause the acceleration (whether\nafter the giving of notice or the lapse of time or both) of the maturity\nof, any debt or obligation of the Company or binding on the Surviving\nCorporation after the Closing, require the consent of any other party to,\nconstitute a breach of, create a loss of a benefit under, or result in the\ncreation or imposition of any Lien upon any of the properties or assets of\nthe Company under, any note, bond, license, mortgage, indenture, lease,\ncontract, agreement, instrument or commitment relating to the Company to\nwhich it is a party or by which it or any of its assets or properties\nconstituting part of the business of the Company are bound. Except as set\nforth on Schedule 4.7, the Company will not incur any Approval Payments as\na result of this Agreement, the Merger or the transactions contemplated\nhereby.\n\n         4.8 Approvals.\n\n                      (a) Except for the filing of the Certificate of\nMerger, no declaration, filing or registration with, notice to, nor\nApproval of, any Governmental Authority is required to be made, obtained or\ngiven by or with respect to the Company in connection with the execution,\ndelivery or performance by the Company of this Agreement, the performance\nby it of its obligations hereunder or the consummation by it of the\ntransactions contemplated hereby.\n\n                      (b) The Company has all material Approvals required\nfor its operation and the use and ownership or leasing of its properties\nand assets that constitute part of the business, as currently operated,\nused, owned or leased. All of such Approvals are valid, in full force and\neffect and in good standing, except where the failure to be so would not,\nindividually or in the aggregate, have a Material Adverse Effect on the\nCondition of the Company. There is no proceeding pending or, to the\nknowledge of the Company, threatened, that disputes the validity of any\nsuch Approval or that is likely to result in the revocation, cancellation\nor suspension, or any adverse modification of any such Approval.\n\n         4.9 Financial Statements; No Undisclosed Liabilities.\n\n                      (a) Schedule 4.9(a) includes true, correct and\ncomplete copies of the Company's consolidated balance sheets as of December\n31, 1999 and 2000, and the consolidated statements of income for the years\nended December 31, 1999 and 2000 (the \"Annual Financial Statements\"), and\nthe Interim Financial Statements (collectively, the \"Financial\nStatements\"). The Financial Statements are based upon the information\ncontained in the books and records of the Company and fairly present, in\nall material respects, the financial condition of the Company as of the\ndates thereof and results of operations for the periods referred to\ntherein. The Annual Financial Statements have been prepared in accordance\nwith GAAP, consistently applied throughout the periods indicated. The\nInterim Financial Statements have been prepared in accordance with GAAP\napplicable to unaudited interim financial statements (and thus may not\ncontain all notes and may not contain prior period comparative data which\nare required to be prepared in accordance with GAAP) consistent with the\nAnnual Financial Statements and reflect all adjustments necessary to a fair\nstatement of the results for the interim period(s) presented.\n\n                      (b) Except for the Company Indebtedness, the\nindebtedness set forth on Schedule 4.9(b) or as reflected in the Interim\nBalance Sheet, the Company does not have, and as a result of the\ntransactions contemplated by this Agreement, will not have, any Liabilities\n(whether absolute, accrued, contingent or otherwise, and whether due or to\nbecome due), except for Liabilities (i) incurred in the ordinary course of\nbusiness consistent with past practice since the date of the Interim\nBalance Sheet, or (ii) which, individually or in the aggregate, will not\nhave a Material Adverse Effect on the Condition of the Company.\n\n                      (c) The minute books and stock record books of the\nCompany, all of which have been made available by the Company, have been\nmaintained in accordance with sound business practices. The minute books of\nthe Company contain accurate and complete records of all meetings held of,\nand corporate action taken by, the Stockholders, the Board of Directors,\nand committees of the Board of Directors of the Company.\n\n         4.10 Absence of Certain Changes.\n\n                      (a) Except as set forth on Schedule 4.10(a), since\nDecember 31, 2000 and, prior to the date hereof, the Company has conducted\nits business in the ordinary course, consistent with past practice, and\nthere has not been:\n\n                           (i) any event, occurrence or development which,\n         individually or in the aggregate, would have a Material Adverse\n         Effect on the Company, other than as shown on the Interim\n         Financial Statements;\n\n                           (ii) except as set forth on Schedule 4.17(e),\n         any (w) grant of any severance or termination pay to (or amendment\n         to any such existing arrangement with) any director, officer or\n         employee of the Company, (x) entering into of any employment,\n         deferred compensation, supplemental retirement or other similar\n         agreement (or any amendment to any such existing agreement) with\n         any director, officer or employee of the Company, (y) increase in,\n         or accelerated vesting and\/or payment of, benefits under any\n         existing severance or termination pay policies or employment\n         agreements or (z) increase in or enhancement of any rights or\n         features related to compensation, bonus or other benefits payable\n         to directors, officers or senior employees of the Company, in each\n         case, other than in the ordinary course of business consistent\n         with past practice.\n\n                      (b) Except as set forth on Schedule 4.10(b), since\nJune 30, 2001 and prior to the date hereof, the Company has conducted its\nbusiness in the ordinary course, consistent with past practice, and there\nhas not been:\n\n                           (i) any declaration, setting aside or payment of\n         any dividend or other distribution with respect to any shares of\n         capital stock of the Company or any repurchase, redemption or\n         other acquisition by the Company of any outstanding shares of\n         their capital stock or any options, warrants, subscriptions,\n         calls, rights, convertible securities or other agreements or\n         commitments which obligate the Company to issue, transfer, sell,\n         redeem, repurchase or otherwise acquire any shares of its capital\n         stock or securities;\n\n                           (ii) any amendment of any term of any\n         outstanding security of the Company;\n\n                           (iii) any transaction or commitment made, or any\n         contract, agreement or settlement entered into, by (or judgment,\n         order or decree affecting) the Company relating to its assets or\n         business (including the acquisition or disposition of any material\n         amount of assets) or any relinquishment by the Company of any\n         contract or other right, other than transactions, commitments,\n         contracts, agreements, settlements or relinquishments in the\n         ordinary course of business consistent with past practice and\n         those contemplated by this Agreement;\n\n                           (iv) any change in any method of accounting or\n         accounting practice by the Company, except for any such change\n         which is not material or which is required by reason of a\n         concurrent change in GAAP; or\n\n                           (v) any material Tax election made or changed,\n         any material audit settled or any material amended Tax Returns\n         filed.\n\n         4.11 Leases of Personal Property; Material Contracts; No Default.\n\n                      (a) Schedule 4.11(a) hereto sets forth a true and\ncomplete list of each lease of personal property to which the Company is a\nparty or by which it or its properties or assets are bound which provides\nfor payments in excess of $10,000 per annum and which has a remaining term\nin excess of one year (collectively, the \"Personal Property Leases\"). The\nCompany has delivered or made available to the Purchaser a true and\ncomplete copy of each of the Personal Property Leases.\n\n                      (b) Schedule 4.11(b) hereto sets forth a true and\ncomplete list of all agreements to which the Company is a party or by which\nit or any of its properties or assets are bound (collectively, the\n\"Contracts\"), of the following types: (i) employment agreements providing\nfor annual compensation in excess of $50,000 with respect to any employee;\n(ii) agreements which limit or restrict the Company or any Affiliate\n(including, after the Closing, the Purchaser, the Surviving Corporation and\nany Affiliate) from competing in any line of business included in the\nbusiness of the Company or otherwise in any other business, or from\ncarrying on or expanding the nature or geographical scope of the business\nof the Company anywhere in the world, or agreements which restrict the\nproducts, product lines or distribution channels in which the Company or\nany Affiliate (including, after the Closing, the Purchaser, the Surviving\nCorporation or any Affiliate) can compete, other than limitations and\nrestrictions relating to the use of patents, trademarks, trade names and\ncopyrights and intellectual property licenses currently used by the\nCompany; (iii) agreements which limit or restrict the Company and any\nAffiliate (including, after the Closing, the Purchaser, the Surviving\nCorporation and any Affiliate) from purchasing any raw materials, goods,\nsupplies, services or products from any Person, including its Subsidiaries\nand Affiliates, (iv) sales agency, distribution or manufacturers\nrepresentatives' agreements which provide for compensation on a commission\nbasis which compensation is expected to exceed $50,000 in the twelve month\nperiod ending December 31, 2001; (v) collective bargaining agreements or\nother Contracts with any labor union or other labor organization relating\nto wages, hours and other conditions of employment in effect as of the date\nhereof; (vi) loan agreements, notes, mortgages, indentures, security\nagreements and other agreements and instruments relating to the borrowing\nof money, in each case pursuant to which the outstanding indebtedness is in\nexcess of $50,000; (vii) material franchise and broker agreements between\nthe Company and any other Person; (viii) license agreements between the\nCompany, as licensee, and each licensor to which the Company has a payment\nobligation of more than $50,000 in the aggregate of guaranteed royalties\nduring the respective remaining terms of such license agreements between\nthe Company and such licensor; (ix) powers of attorney (other than agency\nagreements and powers of attorney entered into in the ordinary course of\nbusiness); (x) partnership or joint venture agreements; (xi) agreements\nwith any Affiliate; and (xii) any other agreement (other than purchase\norders, agreements with third party service providers, \"off-the-shelf\"\nsoftware licenses or arrangements and agreements with vendors and customers\nentered into on an arms-length basis in the ordinary course of business)\nrequiring payments in excess of $100,000 during the remainder of its term.\nThe Company has delivered or made available to the Purchaser a true and\ncomplete copy of each of the Contracts or other agreements listed on\nSchedule 4.11(b) hereto.\n\n                      (c) Except as set forth on Schedule 4.11(c) hereto,\nthe Company has performed in all material respects, or is now performing in\nall material respects, its obligations under, and is not in default (and\nwould not by the lapse of time or the giving of notice or both be in\ndefault) under, or in breach or violation of, nor has it received notice of\nany asserted claim of a material default by the Company under, or a\nmaterial breach or violation by the Company of, any of the Personal\nProperty Leases or Contracts and, to the knowledge of the Company, the\nother party or parties thereto are performing in all material respects and\nare not in violation thereunder.\n\n         4.12 Intellectual Property Matters.\n\n                      (a) Schedule 4.12(a) sets forth, for all Intellectual\nProperty owned by the Company, a complete and accurate list, of all U.S.\nand foreign: (i) patents and patent applications; (ii) registered\nTrademarks and material unregistered Trademarks; and (iii) copyright\nregistrations, copyright applications and material unregistered copyrights.\n\n                      (b) Schedule 4.12(b) lists all contracts for material\nSoftware which is licensed, leased or otherwise used by the Company, and\nall Software which is owned by the Company (\"Proprietary Software\"), and\nidentifies which Software is owned, licensed, leased, or otherwise used, as\nthe case may be.\n\n                      (c) Schedule 4.12(c) sets forth a complete and\naccurate list of all agreements granting or obtaining any right to use or\npractice any rights under any Intellectual Property, or right to\ncompensation from the Company by reason of the use, exploitation, or sale\nof any Intellectual Property, to which the Company is a party or otherwise\nbound, as licensee or licensor thereunder, including, without limitation,\nlicense agreements, settlement agreements and covenants not to sue\n(collectively, the \"License Agreements\").\n\n                      (d) Except as set forth on Schedule 4.12(d):\n\n                           (i) the Company owns or has the right to use all\n         Intellectual Property, free and clear of all liens or other\n         encumbrances;\n\n                           (ii) any Intellectual Property owned or used by\n         the Company has been duly maintained, is valid and subsisting, in\n         full force and effect and has not been cancelled, expired or\n         abandoned, and, to the knowledge of the Company, the Company has\n         not, by any of its acts or omissions, or by acts or omissions of\n         its affiliates, directors, officers, employees, agents, or\n         Representatives caused any of its proprietary rights in the\n         Intellectual Property owned by the Company to be transferred,\n         diminished, or adversely affected to any material extent;\n\n                           (iii) the Company has no knowledge that any of\n         its operations constitute infringement or misappropriation, on any\n         Intellectual Property right of another Person nor has it received\n         notice from any third party regarding any actual or potential\n         infringement or misappropriation by the Company of any\n         Intellectual Property of such third party, and the Company does\n         not have any knowledge of any basis for such a claim against the\n         Company;\n\n                           (iv) the Company has not received notice from\n         any third party regarding any assertion or claim challenging the\n         validity of any Intellectual Property owned or used by the Company\n         and the Company does not have any knowledge of any basis for such\n         a claim;\n\n                           (v) the Company has not licensed or sublicensed\n         its rights in any Intellectual Property, or received or been\n         granted any such rights, other than pursuant to the License\n         Agreements;\n\n                           (vi) the Company has no knowledge that any third\n         party is misappropriating, infringing, diluting or violating any\n         Intellectual Property owned by the Company;\n\n                           (vii) the License Agreements are valid and\n         binding obligations of the Company, enforceable in accordance with\n         their terms, and there exists no event or condition which will\n         result in a violation or breach of, or constitute a default by the\n         Company or, to the knowledge of the Company, the other party\n         thereto, under any such License Agreement;\n\n                           (viii) the Company takes reasonable measures to\n         protect the confidentiality of Trade Secrets. To the Company's\n         knowledge, all of the Trade Secrets owned by the Company are\n         presently valid and protectable, are not part of the public domain\n         (except insofar as they are pursuant to written agreements that\n         adequately protect the Company's proprietary interests in and to\n         such Trade Secrets), and have not been, nor have been authorized\n         to be, used, divulged, or appropriated for the benefit of any\n         third parties or to the detriment of the Company;\n\n                           (ix) the consummation of the transactions\n         contemplated hereby will not result in the loss or impairment of\n         the Company's rights to own, use, or to bring any action for the\n         infringement of, any of the Intellectual Property, nor will such\n         consummation require the consent of any third party in respect of\n         any Intellectual Property; and\n\n                           (x) all Proprietary Software set forth in\n         Schedule 4.12(b), was either developed (a) by employees of the\n         Company within the scope of their employment; or (b) by\n         independent contractors who have assigned all of their rights to\n         the Company pursuant to written agreement.\n\n                      (e) All Trademarks have been in continuous use by the\nCompany, and the Trademarks listed in Schedule 4.12(a) for which the\nCompany has obtained or applied for a registration have been continuously\nused in the form appearing in, and in connection with the goods and\nservices listed in, their respective registration certificates. To the\nknowledge of the Company, there has been no prior use of such Trademarks by\nany third party which would confer upon said third party superior rights in\nsuch Trademarks. Other then as set forth on Schedule 4.12(e), the Company\nhas adequately policed the material Trademarks against third party\ninfringement so as to maintain the validity of such Trademarks.\n\n                      (f) Except as set forth in Schedule 4.12(f), the\nCompany:\n\n                           (i) has not granted to any third party any\n         exclusive rights of any kind (including, without limitation,\n         exclusivity with regard to categories of advertisers on any World\n         Wide Web site, territorial exclusivity or exclusivity with respect\n         to particular versions, implementations or translations of any of\n         the Intellectual Property), nor has the Company granted any third\n         party any right to market any of the Intellectual Property under\n         any private label or \"OEM\" arrangements; \n\n                           (ii) does not have any outstanding sales or\n         advertising contract, commitment or proposal (including, without\n         limitation, insertion orders, slotting agreements or other\n         agreements under which the Company has allowed third parties to\n         advertise on or otherwise be included in a World Wide Web site)\n         that the Company currently expects to result in any loss to the\n         Company upon completion or performance thereof;\n\n                           (iii) does not have any oral contracts or\n         arrangements for the sale of advertising or any other product or\n         service; or\n\n                           (iv) does not employ any employee, contractor or\n         consultant who is in violation of any term of any written\n         employment contract, patent disclosure agreement or any other\n         written contract or agreement relating to the relationship of any\n         such employee, consultant or contractor with the Company or, to\n         the knowledge of the Company, any other party because of the\n         nature of the business conducted by the Company.\n\n         4.13 Litigation. There is no Action pending against or affecting\nor, to the knowledge of the Company, threatened against or affecting, the\nCompany or any of its assets, properties or rights before any court or\narbitrator or any other Governmental Authority. To the knowledge of the\nCompany, there are no facts that would likely result in any such Action.\n\n         4.14 Compliance with Laws. The Company is in compliance in all\nmaterial respects with all Laws applicable thereto. The Company is not at\npresent charged with or, to the knowledge of the Company, threatened with\nany charge concerning or under any investigation with respect to, any\nviolation, in any material respect, of any provision of any Law, and the\nCompany is not in violation of or in default under, and to the knowledge of\nthe Company, no event has occurred which, with the lapse of time or the\ngiving of notice or both, would result in the violation of or default\nunder, the terms of any judgment, decree, order, injunction or writ of any\ncourt or other Governmental Authority.\n\n         4.15 Taxes. Except as set forth on Schedule 4.15:\n\n                      (a) The Company has (x) duly and timely filed (or\nthere has been filed on its behalf) with the appropriate Governmental\nAuthorities all Tax Returns required to be filed by it, and all such Tax\nReturns are true, correct and complete and (y) timely paid (or properly\naccrued on the Company's books) or there has been paid on its behalf all\nTaxes due from it or claimed to be due from it by any Governmental\nAuthority (whether or not set forth on any Tax Return);\n\n                      (b) The Company has complied in all material respects\nwith all applicable Tax Laws relating to the payment and withholding of\nTaxes (including, without limitation, withholding of Taxes pursuant to\nSections 1441 and 1442 of the Code and employment withholding Taxes) and\nhas, within the time and manner prescribed by law, withheld and paid over\nto the proper Governmental Authority all amounts required to be withheld\nand paid over under all applicable Tax Laws;\n\n                      (c) There are no Liens for Taxes upon the assets or\nproperties of the Company except for statutory Liens for current Taxes not\nyet due;\n\n                      (d) The Company has not requested any extension of\ntime within which to file any Tax Return in respect of any taxable year\nwhich has not since been filed, and no outstanding waivers or comparable\nconsents regarding the application of the statute of limitations with\nrespect to any Taxes or Tax Returns has been given by or on behalf of the\nCompany;\n\n                      (e) No federal, state, local or foreign audits,\nreview, or other Actions (\"Audits\") exist or have been initiated with\nregard to any Taxes or Tax Returns of the Company, and the Company has not\nreceived any notice of such an Audit;\n\n                      (f) All Tax deficiencies which have been claimed,\nproposed or asserted against the Company by any taxing authority have been\nfully paid, and there are no other Audits by any taxing authority in\nprogress relating to the Company or the business of the Company, nor has\nthe Company or to the Company's knowledge, any of its Stockholders,\ndirectors or officers received any notice from any taxing authority that it\nintends to conduct such an audit or investigation. No issue has been raised\nby any taxing authority in any current or prior examination which, by\napplication of the same principles, would reasonably be expected to result\nin a proposed deficiency for any subsequent Tax Period. The Company is not\nsubject to any private letter ruling of the Internal Revenue Service or any\ncomparable ruling of any other taxing authority;\n\n                      (g) The Company is not required to include in income\nany adjustment pursuant to Section 481(a) of the Code, by reason of any\nvoluntary or involuntary change in accounting method (nor has any\nGovernmental Authority proposed any such adjustment or change of accounting\nmethod);\n\n                      (h) No power of attorney has been granted by or with\nrespect to the Company with respect to any matter relating to Taxes;\n\n                      (i) The Company has not filed a consent pursuant to\nSection 341(f) of the Code (or any predecessor provision) or agreed to have\nSection 341(f)(2) of the Code apply to any disposition of a subsection (f)\nasset (as such term is defined in Section 341(f)(4) of the Code);\n\n                      (j) The reserves for Taxes (determined in accordance\nwith GAAP consistently applied) reflected in the Company's books and\nrecords are adequate for the payment of all Taxes incurred by the Company\nthrough the date hereof. Since the date of the Interim Balance Sheet, the\nCompany has not incurred any liability for Taxes other than in the ordinary\ncourse of business;\n\n                      (k) The Company is not a party to any agreement,\ncontract or arrangement that could result, separately or in the aggregate,\nin the payment of any \"excess parachute payments\" within the meaning of\nSection 280G of the Code, or in payments that will not be deductible by\noperation of Section 162(m) of the Code;\n\n                      (l) The Company has not requested or received a\nruling or determination from any Governmental Authority or signed a closing\nor other agreement with any Governmental Authority, in either case with\nrespect to Taxes, which would be reasonably likely to result in a Material\nAdverse Effect on the Company;\n\n                      (m) The Company is not a party to, is bound by, or\nhas any obligation under, any Tax sharing agreement, Tax indemnification\nagreement or similar contract or arrangement (collectively, \"Tax\nIndemnification Agreements\"). As of the date of this Agreement, the Company\nis not aware of any potential Liability to any Person as a result of, or\npursuant to, any such Tax Indemnification Agreement;\n\n                      (n) The Company has previously delivered or made\navailable to the Purchaser complete and accurate copies of each of (a) all\naudit reports, letter rulings, technical advice memoranda and similar\ndocuments issued by a Governmental Authority relating to the United States\nfederal, state, local or foreign Taxes due from or with respect to the\nCompany, (b) the United States federal income Tax Returns, and those state,\nlocal and foreign income Tax Returns filed by the Company (or on its\nbehalf) and (c) any closing agreements entered into by the Company with any\nGovernmental Authority with respect to Taxes. The Company will deliver to\nthe Purchaser all materials with respect to the foregoing for all matters\narising after the date hereof;\n\n                      (o) The Company does not have or could have any\nLiability for Taxes of another person under Section 1.1502-6 of the\ntreasury regulations promulgated under the Code (the \"Treasury\nRegulations\") (or any similar provision under state, local or foreign law),\nby contract or otherwise;\n\n                      (p) The Company does not have any deferred\nintercompany gain or loss arising as a result of a deferred intercompany\ntransaction within the meaning of Section 1.1502-13 of the Treasury\nRegulations (or similar provision under state, local or foreign law);\n\n                      (q) The Company has not taken any position on any Tax\nReturn that could give rise to an understatement of United States federal\nincome Tax liability within the meaning of Section 6662(d) of the Code;\n\n                      (r) No claim has been made by a Taxing authority in a\njurisdiction where the Company does not file Tax Returns to the effect that\nthe Company is or may be subject to taxation by that jurisdiction;\n\n                      (s) The Company is not a \"United States real property\nholding corporation\" within the meaning of Section 897 of the Code; and\n\n                      (t) Each person granted a Stock Option by the Company\nis an employee of the Company for Federal income tax purposes.\n\n         4.16 Insurance. Schedule 4.16 hereto sets forth a true and\ncomplete list of all insurance policies or binders maintained by or for the\nbenefit of the Company and its directors, officers, employees or agents.\nThe Company has delivered or made available to the Purchaser true and\ncomplete copies of such policies and binders. Except as set forth on\nSchedule 4.16 hereto, (a) all such policies or binders are in full force\nand effect and no premiums due and payable thereon are delinquent, (b)\nthere are no pending material claims against such insurance policies or\nbinders by the Company as to which the insurers have denied liability, (c)\nthe Company has complied in all material respects with the provisions of\nsuch policies and (d) there exist no material claims under such insurance\npolicies or binders that have not been properly and timely submitted by the\nCompany to its insurers.\n\n         4.17 Employee Benefit Plans.\n\n                      (a) For purposes of this Agreement, the term \"Company\nEmployee Plans\" shall mean and include: each management, consulting,\nnon-compete, employment, severance or similar contract, plan, including,\nwithout limitation, all Company Stock Plans, arrangement or policy\napplicable to any director, former director, employee or former employee of\nthe Company and each plan, program, policy, agreement or arrangement\n(written or oral), providing for compensation, bonuses, profit-sharing,\nstock option or other stock related rights or other forms of incentive or\ndeferred compensation, vacation benefits, insurance coverage (including any\nself-insured arrangements), health or medical benefits, disability\nbenefits, workers' compensation, supplemental unemployment benefits,\nseverance benefits and post-employment or retirement benefits (including\ncompensation, pension, health, medical or life insurance benefits) or other\nemployee benefits of any kind, whether funded or unfunded, which is\nmaintained, administered or contributed to by the Company and covers any\nemployee or director or former employee or director of the Company, or\nunder which the Company has any Liability contingent or otherwise\n(including but not limited to each material \"employee benefit plan,\" as\ndefined in Section 3(3) of the Employee Retirement Income Security Act of\n1974, as amended (\"ERISA\"), but excluding any such plan that is a\n\"multiemployer plan,\" as defined in Section 3(37) of ERISA). Neither the\nCompany nor any of its Affiliates contributes to, or is required to\ncontribute to, any \"multiemployer plan\" as defined in Section 3(37) of\nERISA. Schedule 4.17(a) sets forth a true, accurate and complete list of\nall Company Employee Plans.\n\n                      (b) Each Company Employee Plan has been established\nand maintained in compliance with its terms and with the requirements\nprescribed by any and all statutes, orders, rules and regulations\n(including but not limited to ERISA and the Code) which are applicable to\nsuch Plan, except where failure to so comply would not, individually or in\nthe aggregate, have a Material Adverse Effect on the Company.\n\n                      (c) Neither the Company nor any Affiliate of the\nCompany has incurred a liability under Title IV of ERISA that has not been\nsatisfied in full, and no condition exists that presents a material risk to\nthe Company or any Affiliate of the Company of incurring any such\nliability. All contributions required to be made under the terms of any\nCompany Employee Plan have been made, and, where applicable to a Company\nEmployee Plan, the Company and its Affiliates have complied with the\nminimum funding requirements under Section 412 of the Code and Section 302\nof ERISA with respect to each such Company Employee Plan.\n\n                      (d) Each Company Employee Plan which is intended to\nbe qualified under Section 401(a) of the Code is so qualified and has been\nso qualified during the period from its adoption to date, and each trust\nforming a part thereof is exempt from federal income tax pursuant to\nSection 501(a) of the Code and, to the knowledge of the Company, no\ncircumstances exist which would adversely affect such qualification or\nexemption.\n\n                      (e) Except as set forth on Schedule 4.17(e), no\ndirector or officer or other employee of the Company will become entitled\nto any retirement, severance or similar benefit or enhanced or accelerated\nbenefit (including any acceleration of vesting or lapse of repurchase\nrights or obligations with respect to any Company Employee Plan or other\nbenefit under any compensation plan or arrangement of the Company) solely\nas a result of the transactions contemplated hereby; and (ii) no payment\nmade or to be made to any current or former employee or director of the\nCompany or any of its Affiliates by reason of the transactions contemplated\nhereby (whether alone or in connection with any other event, including, but\nnot limited to, a termination of employment) will constitute an \"excess\nparachute payment\" within the meaning of Section 280G of the Code.\n\n                      (f) No Company Employee Plan provides material\npost-retirement health and medical, life or other insurance benefits for\nretired employees of the Company nor has the Company represented or\npromised to provide such benefits.\n\n                      (g) There has been no amendment to, or change in\nemployee participation or coverage under, any Company Employee Plan which\nwould increase materially the expense of maintaining such Company Employee\nPlan above the level of the expense incurred in respect thereof for the 12\nmonths ended on December 31, 2000.\n\n                      (h) The Company is in compliance with all applicable\nfederal, state, local and foreign statutes, laws (including, without\nlimitation, common law), judicial decisions, regulations, ordinances,\nrules, judgments, orders and codes respecting employment, employment\npractices, labor, terms and conditions of employment and wages and hours,\nand no work stoppage or labor strike against the Company is pending or\nthreatened, nor is the Company involved in or threatened with any labor\ndispute, grievance, or litigation relating to labor matters involving any\nemployees, in each case except as would not, individually or in the\naggregate, have a Material Adverse Effect on the Company. There are no\nsuits, Actions, disputes, claims (other than routine claims for benefits),\ninvestigations or audits pending or, to the knowledge of the Company,\nthreatened in connection with any Company Employee Plan, but excluding any\nof the foregoing which would not have a Material Adverse Effect on the\nCompany. \n\n          4.18 Environmental Matters. No written notice, notification,\ndemand, request for information, citation, summons, complaint or order has\nbeen received by, and no investigation, Action, claim, suit, proceeding or\nreview is pending or, to the knowledge of the Company, threatened by any\nPerson against, the Company, and no penalty has been assessed against the\nCompany, in each case, with respect to any matters relating to or arising\nout of any Environmental Law; the Company is in compliance with all\nEnvironmental Laws; and there are no Liabilities of or relating to the\nCompany relating to or arising out of any Environmental Law and there is no\nexisting condition, situation or set of circumstances which could\nreasonably be expected to result in such a Liability.\n\n         4.19 Labor Matters. There is no unfair labor practice charge or\ncomplaint against the Company pending before the National Labor Relations\nBoard, any state labor relations board or any court or tribunal and, to the\nknowledge of the Company, none is or has been threatened; there is no labor\nstrike, dispute, request for representation, organizing activity, slowdown\nor stoppage actually pending against or affecting the Company and, to the\nknowledge of the Company, none is or has been threatened. Except as set\nforth on Schedule 4.19, all Persons treated by the Company as independent\ncontractors for any purpose do satisfy and have satisfied the requirements\nof Law to be so treated, and the Company has fully and accurately reported\nthe amounts paid by the Company to or on behalf of such Persons on IRS\nForms 1099 when required to do so. No individual who has performed services\nfor or on behalf of the Company, and who has been treated by the Company as\nan independent contractor, is classifiable as a \"leased employee,\" within\nthe meaning of Section 414(n)(2) of the Code, with respect to the Company\nor with respect to any customer of the Company.\n\n         4.20 Intentionally Omitted.\n\n         4.21 Personal Property. Schedule 4.21 hereto sets forth a true and\ncomplete list of all equipment and fixtures having an acquisition cost of\n$50,000 or more owned by the Company. Except as set forth on Schedule 4.21\nhereto, all such assets are in substantially good condition and repair,\nnormal wear and tear excepted, and are adequate for the uses to which they\nare being put in the ordinary course of the business. All of the assets\nlisted on Schedule 4.21 hereto, together with all other personal property\nowned by the Company constitute, in the reasonable business judgment of the\nCompany, all of the tangible personal property necessary for the operation\nof the business as it is currently operated (other than such personal\nproperty as may be leased or licensed by the Company and other than those\nitems, if any, the failure to own or lease which would not, individually or\nin the aggregate, have a Material Adverse Effect on the Condition of the\nCompany).\n\n         4.22 Real Property.\n\n                      (a) The Company has never owned any real property.\n\n                      (b) Set forth on Schedule 4.22(b) hereto is a list of\nall leases, subleases, licenses and other agreements (collectively, the\n\"Real Property Leases\") under which the Company uses or occupies or has the\nright to use or occupy any real property used by the Company (the land,\nbuildings and other improvements covered by the Real Property Leases being\nherein called the \"Leased Real Property\").\n\n                      (c) The Company has performed in all material\nrespects, or is now performing in all material respects, its obligations\nunder, and is not in default (and would not by the lapse of time or the\ngiving of notice or both be in default) under, or in breach or violation\nof, nor has it received notice of any asserted claim of a material default\nby the Company under, or a material breach or violation by the Company of,\nany of the Real Property Leases and, to the knowledge of the Company, the\nother party or parties thereto are performing in all material respects and\nare not in violation thereunder.\n\n                      (d) The Company is not obligated under or a party to,\nany option, right of first refusal or other contractual right to purchase\nany Leased Real Property or any portion thereof or interest therein.\n\n         4.23 Sales Representatives and Customers. Schedule 4.23 hereto\nsets forth a list of the top ten customers of the Company based on contract\nvalue for the six months ended June 30, 2001. Except as set forth on\nSchedule 4.23 hereto, to the knowledge of the Company, the Company enjoys\ngood working relationships under all of its sales representative and\nsimilar agreements necessary to the normal operation of its businesses.\n\n         4.24 Accounts Receivable. The accounts receivable of the Company\n(i) arose from bona fide transactions in the ordinary course of business,\nare payable on ordinary trade terms and are, to the knowledge of the\nCompany, not subject to any valid setoff, counterclaims or defense, (ii)\nare legal, valid and binding obligations of the respective debtors, (iii)\ndo not represent obligations for goods sold on consignment or approval,\n(iv) do not represent obligations for goods sold on a sale-or-return basis\nfor which no reserve has been recorded in the ordinary course in accordance\nwith GAAP and the Company has no knowledge of any facts that would cause it\nto believe that the amount of such reserve is inappropriate, and (v) are\nsubject to reserves established on the Interim Balance Sheet or, with\nrespect to accounts receivable arising subsequent to the date thereof, to\nreserves established in the ordinary course consistent with past practice\nand in accordance with GAAP. Schedule 4.24 hereto sets forth a description\nof any security arrangements and collateral (other than guarantees and\nletters of credit taken in the ordinary course of business and purchase\nmoney security interests) securing the repayment or other satisfaction of\nreceivables of the Company.\n\n         4.25 Inventory. The Company does not maintain any inventory.\n\n         4.26 Finders' or Advisors' Fees. Except as set forth on Schedule\n4.26, there is no investment banker, broker, finder or other intermediary\nwhich has been retained by or is authorized to act on behalf of the Company\nor the Stockholders who might be entitled to any fee or commission in\nconnection with the transactions contemplated by this Agreement. The only\nFees incurred and payable by the Company are those identified on Schedule\n4.26.\n\n         4.27 Related-Party Transactions. Except as set forth on Schedule\n4.27, no employee, officer, or director of the Company or member of his or\nher immediate family is currently indebted to the Company, nor is the\nCompany indebted (or committed to make loans or extend or guarantee credit)\nto any of such individuals. Except as set forth on Schedule 4.27, to the\nknowledge of the Company, as of the date hereof none of such persons has\nany direct or indirect ownership interest in any firm or corporation with\nwhich the Company is affiliated or with which the Company has a business\nrelationship, or any firm or corporation that competes with the Company,\nexcept that employees, officers, or directors of the Company and members of\ntheir immediate families may own stock in an amount not to exceed 1% of the\noutstanding capital stock of publicly traded companies that may compete\nwith the Company. Except as set forth on Schedule 4.27, no employee,\ndirector, or officer of the Company and no member of the immediate family\nof any employee, officer, or director of the Company is directly or\nindirectly interested in any material contract with the Company.\n\n         4.28 Intentionally Omitted.\n\n         4.29 Disclosure. Neither this Agreement, nor any of the Exhibits\nor Schedules hereto nor any list, certificate, schedule or other\ninstrument, document, agreement or writing furnished or to be furnished to,\nor made with, Purchaser or Acquisition Sub pursuant hereto or in connection\nwith the negotiation, execution or performance hereof, contains any untrue\nstatement by the Company of a material fact or omits to state any material\nfact necessary to make any statement herein or therein not misleading.\n\n                                 ARTICLE V\n                           INTENTIONALLY OMITTED\n\n\n                                ARTICLE VI\n                       REPRESENTATIONS AND WARRANTIES\n                    OF THE PURCHASER AND ACQUISITION SUB\n\n         The Purchaser and Acquisition Sub hereby represent and warrant to\nthe Company as follows:\n\n         6.1 Organization and Good Standing. The Purchaser and Acquisition\nSub are corporations duly incorporated, validly existing and in good\nstanding under the laws of the State of Delaware and each has the requisite\npower and authority and all governmental licenses, authorizations, consents\nand approvals required to own, operate and lease its properties and assets\nand to conduct its business as they are now being owned, operated, leased\nand conducted. Each of the Purchaser and Acquisition Sub is duly qualified\nor licensed to do business as a foreign corporation, and is in good\nstanding as a foreign corporation, in every jurisdiction in which the\nfailure to be so qualified or licensed or in good standing would have a\nMaterial Adverse Effect on either the Purchaser's or Acquisition Sub's\nrespective business or operations or would adversely affect its ability to\nconsummate the transactions provided for or contemplated by this Agreement.\nSchedule 6.1 hereto sets forth a true and complete list of all foreign\njurisdictions in which the Purchaser and Acquisition Sub are so qualified\nor licensed and in good standing.\n\n         6.2 Corporate Records. Copies of the certificate of incorporation\nof the Purchaser and Acquisition Sub, certified by the Secretary of State\nof the State of Delaware, and of the by-laws of the Purchaser and\nAcquisition Sub, certified by the Secretary of each such corporation,\nheretofore delivered to the Company are true and complete copies of such\ninstruments as amended to the date of this Agreement. Such certificates of\nincorporation and by-laws of the Purchaser and Acquisition Sub are in full\nforce and effect. Neither the Purchaser nor Acquisition Sub is in violation\nof any provision of its certificate of incorporation or by-laws.\n\n         6.3 Corporate Power and Authority. The Purchaser and Acquisition\nSub have the requisite corporate power and authority to execute and deliver\nthis Agreement, perform their obligations hereunder and consummate the\ntransactions contemplated hereby. The execution and delivery of this\nAgreement by the Purchaser and Acquisition Sub, the performance by them of\ntheir obligations hereunder and the consummation by them of the\ntransactions contemplated hereby have been duly authorized by all necessary\ncorporate actions on the part of the Purchaser and Acquisition Sub. This\nAgreement constitutes the legal, valid and binding obligation of each of\nthe Purchaser and Acquisition Sub, enforceable against them in accordance\nwith its terms, except as the same may be limited by bankruptcy,\ninsolvency, reorganization, moratorium or similar Laws now or hereafter in\neffect relating to creditors' rights generally and subject to general\nprinciples of equity.\n\n         6.4 SEC Documents. The Purchaser has filed all required\nregistration statements, prospectuses, reports, schedules, forms,\nstatements and other documents (including exhibits and all other\ninformation incorporated therein) with the Securities and Exchange\nCommission (the \"SEC\") since August 2, 2000 (the \"SEC Reports\"). As of\ntheir respective dates, the SEC Reports complied in all material respects\nwith the requirements of the Securities Act or the Securities Exchange Act,\nas the case may be, and the rules and regulations of the SEC promulgated\nthereunder applicable to such SEC Reports, and none of the SEC Reports when\nfiled contained any untrue statement of a material fact or omitted to state\na 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. The financial statements of the Purchaser included in\nthe SEC Reports complied as to form, as of their respective dates of filing\nwith the SEC, in all material respects with applicable accounting\nrequirements and the published rules and regulations of the SEC with\nrespect thereto, have been prepared in accordance with GAAP (except, in the\ncase of unaudited statements, as permitted by Form 10-Q) applied on a\nconsistent basis during the periods involved (except as may be indicated in\nthe notes thereto) and fairly present in all material respects the\nconsolidated financial position of the Purchaser and its consolidated\nSubsidiaries as of the dates thereof and the consolidated results of their\noperations and cash flows for the periods then ended (subject, in the case\nof unaudited statements, to normal year-end audit adjustments).\n\n         6.5 Finders' or Advisors' Fees. There is no investment banker,\nbroker, finder or other intermediary which has been retained by or is\nauthorized to act on behalf of the Purchaser or Acquisition Sub who might\nbe entitled to any fee or commission in connection with the transactions\ncontemplated by this Agreement.\n\n         6.6 No Violation. Except for the filing of the Certificate of\nMerger and any filings required pursuant to federal or state securities\nlaws, neither the execution and delivery of this Agreement by the Purchaser\nor Acquisition Sub, the performance by either of them of their respective\nobligations hereunder, nor the consummation by either of them of the\ntransactions contemplated hereby, will (a) contravene any provision of the\ncertificate of incorporation or bylaws of the Purchaser or Acquisition Sub;\n(b) violate, be in conflict with, constitute a default under, permit the\ntermination of, cause the acceleration (whether after the giving of notice\nor the lapse of time or both) of the maturity of, any debt or obligation of\nthe Purchaser or Acquisition Sub, require the consent of any other party\nto, constitute a breach of, create a loss of a benefit under, or result in\nthe creation or imposition of any Lien upon any of the properties or assets\nof the Purchaser or Acquisition Sub under, any note, bond, license,\nmortgage, indenture, lease, contract, agreement, instrument or commitment\nrelating to the Purchaser or Acquisition Sub to which either of them is a\nparty or by which either of them or any of their respective assets or\nproperties constituting part of their respective businesses are bound.\n\n         6.7 Acquisition Sub. All of the outstanding capital stock of\nAcquisition Sub is owned by Purchaser free and clear of any Lien or any\nagreement with respect thereto. Since the date of its incorporation,\nAcquisition Sub has not engaged in any activity of any nature except in\nconnection with or as contemplated by this Agreement.\n\n         6.8 Approvals. Except for the filing of the Certificate of Merger,\nand any filings required pursuant to federal or state securities laws, no\ndeclaration, filing or registration with, notice to, nor Approval of, any\nGovernmental Authority is required to be made, obtained or given by or with\nrespect to the Purchaser or the Acquisition Sub in connection with the\nexecution, delivery or performance by the Purchaser or the Acquisition Sub\nof this Agreement, the performance by them of their respective obligations\nhereunder or the consummation by them of the transactions contemplated\nhereby.\n\n                                ARTICLE VII\n                          COVENANTS OF THE COMPANY\n\n         The Company covenants and agrees that from the date of this\nAgreement until the Closing Date, except as otherwise consented to by the\nPurchaser or Acquisition Sub in writing:\n\n         7.1 Conduct of the Company. From the date of this Agreement until\nthe Closing, the Company shall conduct its business in the ordinary course\nconsistent with past practice and shall use its commercially reasonable\nbest efforts to preserve intact its business organizations and\nrelationships with third parties. Without limiting the generality of the\nforegoing and, without the prior written consent of the Purchaser, from the\ndate of this Agreement until the Closing:\n\n                      (a) The Company will not adopt or propose any change\nin its certificate of incorporation or by-laws;\n\n                      (b) The Company will not adopt a plan or agreement of\ncomplete or partial liquidation, dissolution, merger, consolidation,\nrestructuring, recapitalization or other reorganization of the Company;\n\n                      (c) Except for the issuance of Option Shares issuable\nupon exercise of the Stock Options, the Company will not issue or sell any\nshares of, or securities convertible into or exchangeable for, or options,\nwarrants, calls, commitments or rights of any kind to acquire, any shares\nof capital stock of any class or series of the Company;\n\n                      (d) The Company will not (i) split, combine,\nsubdivide or reclassify its outstanding shares of capital stock, or (ii)\ndeclare, set aside or pay any dividend or other distribution payable in\ncash, stock or property with respect to its capital stock;\n\n                      (e) The Company will not redeem, purchase or\notherwise acquire directly or indirectly any shares of capital stock of the\nCompany;\n\n                      (f) The Company will not amend the terms (including\nthe terms relating to accelerating the vesting or lapse of repurchase\nrights or obligations) of any employee or director stock options or other\nstock based awards;\n\n                      (g) The Company will not, except as set forth on\nSchedule 4.17(e), (i) grant any severance or termination pay to (or amend\nany such existing arrangement with) any director, officer or employee of\nthe Company, (ii) enter into any employment, deferred compensation or other\nsimilar agreement (or any amendment to any such existing agreement) with\nany director, officer or employee of the Company, (iii) increase any\nbenefits payable under any existing severance or termination pay policies\nor employment agreements, (iv) increase (or amend the terms of) any\ncompensation, bonus or other benefits payable to directors, officers or\nemployees of the Company, (v) permit any director, officer or employee who\nis not already a party to an agreement or a participant in a plan providing\nbenefits upon or following a \"change in control\" to become a party to any\nsuch agreement or a participant in any such plan or (vi) amend any\nprovision of, or accelerate any payment under, the arrangements identified\nin Section 10.27;\n\n                      (h) The Company will not acquire any assets or\nproperty of any other Person except in the ordinary course of business\nconsistent with past practice;\n\n                      (i) The Company will not sell, lease, license or\notherwise dispose of any assets or property except pursuant to existing\ncontracts or commitments or except in the ordinary course of business\nconsistent with past practice;\n\n                      (j) Except for any such change which is required by\nreason of a concurrent change in GAAP, the Company will not, for periods\nprior to or after the date of this Agreement, change any method of\naccounting or accounting practice used by it, including, without\nlimitation, adjusting or reversing any accruals subsequent to the Interim\nFinancial Statements, modifying any reserves or modifying its reserve\npolicies;\n\n                      (k) The Company will not enter into any joint\nventure, partnership or other similar arrangement;\n\n                      (l) The Company will not take any action that would\nmake any representation or warranty of the Company hereunder inaccurate in\nany material respect at, or as of any time prior to, the Closing Date;\n\n                      (m) The Company will not make or change any material\nTax election, settle any material audit or file any material amended Tax\nReturns;\n\n                      (n) The Company will not enter into, amend or waive\nany provisions of any standstill agreement;\n\n                      (o) The Company will not incur any indebtedness,\nother than ordinary trade payables incurred in the ordinary course (it\nbeing understood and agreed that the accrual of interest with respect to\nindebtedness in existence on the date of this Agreement shall not be deemed\nto be incurrence of indebtedness); and\n\n                      (p) The Company will not agree or commit to do any of\nthe foregoing.\n\n         7.2 Consents and Approvals. The Company shall use its best efforts\nto obtain at the earliest practicable date, and in any event prior to\nClosing, all Approvals from Government Authorities and, to the extent that\nthe rights of the Company under any material Contract would be impaired\nupon consummation of the Merger, all Approvals, including, without\nlimitation, those set forth on Schedule 4.7, reasonably requested by the\nPurchaser or Acquisition Sub with respect to such Contracts or to obtain\nfulfillment of the conditions set forth in Article X hereof.\n\n         7.3 Stockholder Approval. The Company shall cause a special\nmeeting of its Stockholders to be duly called and held as soon as\npracticable after the date hereof, or take action by written consent for\nthe purpose of approving the Merger, this Agreement and the transactions\ncontemplated hereby which require the Stockholder Approvals and shall, with\nthe assistance of Purchaser, prepare such informational documents to\nsolicit the proxies or written consents of such Stockholders as are\nreasonably necessary to obtain the Stockholder Approvals necessary to cause\nthe issuance of the shares of Purchaser Common Stock and Purchaser Warrants\nin the Merger to qualify for the exemption from registration provided by\nRegulation D under the Securities Act. The Company will, through its Board\nof Directors, recommend to its Stockholders approval of the transactions\ncontemplated by this Agreement and will not, unless it receives a Superior\nOffer, rescind such recommendation; provided, however, that no officer or\ndirector of the Company shall be required to violate any fiduciary duty in\nconnection therewith. The Company will provide to the Purchaser drafts of\nany materials to be mailed to the Stockholders and, prior to mailing such\nmaterials, shall accept reasonable comments from the Purchaser and its\nRepresentatives.\n\n         7.4 No Solicitation of Transaction. The Company shall not, and\nshall use its best efforts to cause its Representatives not to, directly or\nindirectly, take any of the following actions with any Person other than\nthe Purchaser without the prior written consent of the Purchaser: (A)\nsolicit, initiate, facilitate or encourage, or furnish information with\nrespect to the Company, in connection with, any inquiry, proposal or offer\nwith respect to any merger, consolidation or other business combination\ninvolving the Company or the acquisition of all or a substantial portion of\nthe assets of, or any securities of, the Company (an \"Alternative\nTransaction\"); (B) negotiate, discuss, explore or otherwise communicate or\ncooperate in any way with any third party with respect to any Alternative\nTransaction; or (C) enter into any agreement, arrangement or understanding\nwith respect to an Alternative Transaction or requiring the Company to\nabandon, terminate or refrain from consummating a transaction with the\nPurchaser. Notwithstanding the foregoing provisions, the Company may, in\nresponse to an unsolicited bona fide written offer or proposal with respect\nto an Alternative Transaction from any Person, including, without\nlimitation, a Person the Company was in discussions with prior to the date\nof this Agreement (a \"Potential Acquirer\") that the Company's Board of\nDirectors determines, in good faith and after consultation with its\nindependent financial advisor and legal counsel, would be more favorable to\nthe Stockholders than the proposed Merger (a \"Superior Offer\"), furnish\nconfidential or nonpublic information to, and engage in discussions and\nnegotiate with, such Potential Acquirer. The Company shall, and shall use\nits best efforts to cause its Representatives to, notify the Purchaser\norally and in writing promptly upon receipt of any inquiry, offer or\nproposal with respect to an Alternative Transaction, including the identity\nof the party making such inquiry, offer or proposal and stating the terms\nthereof. The Company shall immediately cease any discussions or\nnegotiations existing as of the date hereof with any third party relating\nto any proposed Alternative Transaction.\n\n         7.5 Audited Financials. The Company shall conduct at its own\nexpense an audit under GAAP, consistently applied, of its financial\nstatements for 1999 and 2000, and shall have the financial statements as of\nand for the period ended June 30, 2001 reviewed by its independent\naccountants in a manner consistent with Rule 10-01(d) of Regulation S-X (17\nC.F.R ss.210.10-1(d)).\n\n         7.6 Safe Deposit Boxes and Bank Accounts. Prior to the Closing,\nthe Company shall deliver to the Purchaser a list of the names and\nlocations of all banks, trust companies, savings and loan associations and\nother financial institutions at which the Company maintains safe deposit\nboxes or lock boxes or bank accounts and the names of all persons\nauthorized to have access to such boxes and accounts.\n\n                               ARTICLE VIII\n                           INTENTIONALLY OMITTED\n\n                                ARTICLE IX\n                       COVENANTS OF THE PURCHASER AND\n                    ACQUISITION SUB PENDING THE CLOSING\n\n         The Purchaser and Acquisition Sub covenant and agree that, except\nas otherwise consented to by the Company, prior to the Closing:\n\n         9.1 Consents and Approvals. The Purchaser and Acquisition Sub\nshall use their best efforts to obtain at the earliest practicable date,\nand in any event prior to Closing, all Approvals from Government\nAuthorities and, to the extent that the rights of the Purchaser and\nAcquisition Sub under any material contract would be impaired upon\nconsummation of the Merger, all Approvals reasonably requested by the\nCompany with respect to such contracts or to obtain fulfillment of the\nconditions set forth in Article XI hereof.\n\n         9.2 Proxy Assistance. The Purchaser shall provide the Company with\nall necessary information reasonably requested with respect to itself and\nits Affiliates solely for inclusion by the Company in the proxy statement\ncontemplated in Section 7.3.\n\n         9.3 Tender Offer Terms. The Purchaser shall tender to purchase all\noutstanding Company Debentures for a price equal to their outstanding\nprincipal amount plus all unpaid interest accrued to and through the\npurchase date for such Company Debentures. Such tender offer shall be\ndescribed in the document to be prepared and mailed as contemplated by\nSection 7.3 and 9.2. From and after the date of its mailing, the Purchaser\nshall not modify the terms of such tender offer without the consent of the\nCompany. Such tender offer shall be conducted in compliance with all\napplicable securities laws.\n\n         9.4 Payments to Option Holders. In order to meet the condition set\nforth in Section 10.21, the Purchaser shall offer to purchase the shares of\nCompany Common Stock issued upon exercise of Stock Options, for cash at\n$1.30 per share (as appropriately adjusted for any stock split,\ncombination, reorganization, recapitalization, reclassification, stock\ndividend, stock distribution or similar event), held by Stockholders who\nare not accredited investors (as such term is defined in Rule 501\npromulgated under the Securities Act). Subject to performing this covenant\nin good faith, the Purchaser shall have sole discretion in selecting the\nStockholders to receive such an offer and the Company shall not have the\nright to direct the offer to any particular Stockholder. Any such purchases\nshall be effective immediately prior to the Effective Time.\n\n                                 ARTICLE X\n                  CONDITIONS PRECEDENT TO THE OBLIGATIONS\n                    OF THE PURCHASER AND ACQUISITION SUB\n\n         The obligations of the Purchaser and Acquisition Sub to effect the\nClosing hereunder are subject to the satisfaction, at or prior to the\nClosing, of all of the following conditions:\n\n         10.1 Representations and Warranties True. The representations and\nwarranties contained in Article IV hereof, in the Schedules to this\nAgreement, and in all certificates delivered by the Company to the\nPurchaser and Acquisition Sub pursuant hereto or in connection with the\ntransactions contemplated hereby shall be true and accurate as of the date\nwhen made and shall be deemed to be made again at and as of the Closing\nDate and shall then be true and accurate (except for changes contemplated\nby this Agreement and except for representations and warranties that by\ntheir terms speak as of the date of this Agreement or some other date which\nshall be true and correct only as of such date).\n\n         10.2 Performance of Covenants. The Company shall have performed\nand complied with each and every covenant, agreement and condition required\nby this Agreement to be performed or complied with by it prior to or on the\nClosing Date.\n\n         10.3 No Governmental Proceeding. No Governmental Authority of\ncompetent jurisdiction shall have enacted, issued, promulgated, enforced or\nentered any statute, rule, regulation, judgment, decree, injunction or\nother order (whether temporary, preliminary or permanent) that is in effect\nand prohibits the consummation of the transactions contemplated by this\nAgreement.\n\n         10.4 Approval of Stockholders. This Agreement and the Merger shall\nhave been approved by the Stockholder Approvals which are the requisite\nvote or action of the Stockholders under the Company's certificate of\nincorporation (including, without limitation, the certificates of\ndesignations of the Company Preferred Stock), by-laws and the DGCL.\n\n         10.5 Intentionally Omitted.\n\n         10.6 Certificates. The Company shall have furnished the Purchaser\nand Acquisition Sub with such certificates to evidence compliance with the\nconditions set forth in this Article X as may be reasonably requested by\nPurchaser.\n\n         10.7 Consents. The Company shall have obtained all consents set\nforth on Schedule 4.7 and all other consents shall have been obtained the\nfailure of which to obtain would have a Material Adverse Effect on the\nCondition of the Company.\n\n         10.8 Employment Agreements.\n\n                      (a) The Purchaser or the Company shall have entered\ninto employment agreements with the employees of the Company identified on\nSchedule 10.8(a) hereto, with said employment agreements to be in the form\nattached hereto as Exhibit C (the \"Employment Agreements\") and any existing\nemployment agreements between any such employee and the Company shall have\nbeen terminated.\n\n                      (b) The Purchaser or the Company shall have entered\ninto employment offer letters with the employees of the Company identified\non Schedule 10.8(b) hereto, with said employment offer letters to be in the\nform attached hereto as Exhibit D (the \"Offer Letters\").\n\n         10.9 Intentionally Omitted.\n\n         10.10 Payment of Company Indebtedness. The Company or the\nPurchaser shall have entered into agreements providing for, or otherwise\nproviding accommodation acceptable to the creditors of the Company\nproviding for:\n\n                      (a) the release at the Effective Time by Wells Fargo\nBank Iowa, National Association (\"Wells Fargo\") of the guarantees of\nCompany Indebtedness of each of the holders of Bridge Warrants outstanding\nunder that certain Credit Agreement and Revolving Note, dated December 3,\n1999 and providing borrowing authority of not in excess of $2.5 million,\nbetween the Company and Wells Fargo, as well as the repayment of the\nCompany Indebtedness outstanding thereunder;\n\n                      (b) the release at the Effective Time by Wells Fargo\nof the guarantees of the Company Indebtedness of each of the holders of\nBridge Warrants outstanding under that certain Credit Agreement and\nRevolving Note, dated March 2000 and providing borrowing authority of not\nin excess of $500,000, between the Company and Wells Fargo, as well as the\nrepayment of the Company Indebtedness outstanding thereunder;\n\n                      (c) the repayment at the Effective Time of all\namounts outstanding under, or the replacement and substitution at the\nEffective Time of the letter of credit of The Northern Trust Company with\nrespect to, all of the Company Debentures;\n\n                      (d) the compromise at the Effective Time by The\nNorthern Trust Company of the aggregate amount of the Company's\nIndebtedness and related expenses under that certain promissory note dated\nas of November 28, 1997 to The Northern Trust Company in $3 million\nprincipal amount, and that certain Promissory Note dated as of September\n14, 1998 in $1,145,000 principal amount, each as amended by that certain\nRestructuring Agreement dated as of December 3, 1999 (such Promissory Notes\nbeing referred to herein as the \"NT Notes\"), to an aggregate principal\namount of Indebtedness under the NT Notes of $3.0 million and related\nexpenses of $100,000, and the repayment of the Company Indebtedness\noutstanding thereunder; and\n\n                      (e) the compromise of the SAI warranty obligation to\nan amount not in excess of $85,000, and the discharge of such obligation.\n\n         10.11 No Material Adverse Effect. There shall have been, between\nthe date of this Agreement and the Closing Date, no Material Adverse Effect\non the Company.\n\n         10.12 Delivery of Good Standing Certificates and Corporate\nResolutions. The Purchaser shall have received certificates of good\nstanding with respect to the Company issued by the jurisdiction of its\nincorporation and the jurisdictions listed on Schedule 4.1. The Purchaser\nshall have received copies of the resolutions of the Company and its\nStockholders approving this Agreement, the Merger and the transactions\ncontemplated herein, certified by an appropriate officer.\n\n         10.13 Notes Receivable. All notes receivable from the Stockholders\nor the employees of the Company shall have been repaid in full in\naccordance with their terms.\n\n         10.14 Intentionally Omitted.\n\n         10.15 Intentionally Omitted.\n\n         10.16 Deloitte &amp; Touche Audit Opinion. The Purchaser shall have\nreceived an unqualified audit opinion of Deloitte &amp; Touche with respect to\nthe Company's consolidated financial statements as of and for the years\nended December 31, 1999 and 2000 and such audited financial statements as\nof and for the year ended December 31, 2000 shall not differ materially\nfrom, or be materially inconsistent with, the December 31, 2000 financials\ncontained in the Annual Financial Statements.\n\n         10.17 Certificate of Financial Condition. The Purchaser shall have\nreceived a balance sheet of the Company on and as of the last Business Day\nimmediately preceeding the Closing Date (the \"Closing Date Balance Sheet\").\nThe Closing Date Balance Sheet shall be prepared in accordance with the\napplication of the financial accounting policies and practices employed by\nthe Company in preparation of the Interim Balance Sheet, which policies and\npractices comply with GAAP. The Purchaser shall have received, on the\nClosing Date, a certificate from the Company, signed by the Company's Chief\nExecutive Officer and Chief Financial Officer, setting forth, based on the\nClosing Date Balance Sheet prepared in accordance with the preceeding\nsentence:\n\n                      (a) As of the Closing Date, the Company's:\n\n                           (i) accounts payable plus accrued expenses (it\n         being understood and agreed that the legal, accounting, advisory\n         and severance obligations included in the definition of \"Fees\"\n         shall not be included in the amount of accrued expenses for\n         purposes of this Section 10.17 or Section 3.8); plus\n\n                           (ii) deferred service revenues and any other\n         accrued liabilities;\n\n                           (iii) plus the current portion of capital\n         leases; less\n\n                           (iv) Deferred Payables (prior to \"Discounts\"\n         computed in a manner consistent with the Discounts column on\n         Exhibit A), the remaining SAI warranty obligation, if any,\n         remaining 2000 unpaid incentives, strategic transaction\n         incentives; less\n\n                           (v) cash (exclusive of amounts received upon\n         exercise of Stock Options between the date of this Agreement and\n         the Closing Date), accounts receivable, other receivables and\n         pre-paid expenses.\n\n                      (b) As of the Closing Date, the sum of the Company's:\n\n                           (i) line of credit;\n\n                           (ii) Company Debentures;\n\n                           (iii) notes payable;\n\n                           (iv) Deferred Payables;\n\n                           (v) SAI warranty;\n\n                           (vi) long-term portions of capital leases; and\n\n                           (vii) any other debt;\n\nassuming that the obligations to Northern Trust and the SAI warranty\nobligations are valued at their actual payoff amounts as negotiated\npursuant to Section 10.10.\n\n                      (c) As of the Closing Date, the Fees.\n\n                      (d) As of the Closing Date, the balance of the Bridge\nFinancing, if any.\n\n                      (e) As of the Closing Date, the \"Discounts\" to the\nDeferred Payables, computed in a manner consistent with the Discounts\ncolumn of Exhibit A.\n\n         10.18 Intentionally Omitted.\n\n         10.19 Options\/Warrants. The Stock Options shall have been\nexercised or terminated in accordance with their terms and there shall not\nbe any Stock Options (other than those expiring pursuant to their terms at\nthe Effective Time) outstanding. The Warrant Shares issuable upon exercise\nof the Bridge Warrants shall not exceed 900,000. Each Warrant not a Bridge\nWarrant, and all other options to acquire stock of the Company, shall have\nbeen terminated without payment or obligation of any kind.\n\n         10.20 Dissenting Shares. The total number of Dissenting Shares\nshall be no greater than 5% of the number of shares of Company Common Stock\nand Company Preferred Stock on an as-converted basis.\n\n         10.21 Regulation D. Provided that the Purchaser has complied with\nSection 9.4, the Purchaser shall be satisfied that there are not more than\n35 non-accredited investors (as such term is defined in Rule 501\npromulgated under the Securities Act) among the Stockholders (including\nPersons who become Stockholders upon exercise of Stock Options after the\ndate of this Agreement and prior to the Closing) and the holders of Bridge\nWarrants. In accordance with Rule 506(b)(2)(ii) promulgated under the\nSecurities Act, each Stockholder or holder of a Bridge Warrant who is not\naccredited shall have delivered an executed purchaser questionnaire stating\nthat such Stockholder or holder of a Bridge Warrant either alone or with\nhis purchaser representative(s) (as such term is defined in Rule 501\npromulgated under the Securities Act) has such knowledge and experience in\nfinancial and business matters that he is capable of evaluating the merits\nand risks of the prospective investment in Purchaser Common Stock or\nPurchaser Warrants, as the case may be.\n\n         10.22 Company Debentures. The requisite holders of the Company\nDebentures, by outstanding principal amount, shall have agreed to (x) waive\nthe negative covenant set forth in Section 204 of the Trust Indenture dated\nas of August 1, 1997 with respect to the Company Debentures, and (y) reduce\nthe requirement that the letter of credit be at all times 107% of the\noutstanding principal balance to 100%. Seventy-five percent (75%) of the\nholders of the Debentures, by outstanding principal amount, shall have\nexecuted releases in favor of the Company in substance substantially\nsimilar to Section 12.4.\n\n         10.23 Software Licenses. Other than payment obligations (including\nobligations to purchase additional \"shrinkwrap\" licenses) not in excess of\n$186,920, the Company shall be in material compliance with all terms of the\nLicense Agreements and there shall exist no event or condition which would\nresult in a violation or breach of, or constitute a default by the Company,\nincluding, without limitation, the timely payment of all fees and other\npayments due and owing by the Company, in accordance with the terms of the\nLicense Agreements.\n\n         10.24 Settlement Agreement. The Company, the Northern Trust\nCompany and Iowa State Bank and Trust shall have consummated, or such\nconsummation shall be occurring simultaneously, the transactions\ncontemplated in, and in substance substantially similar to, that draft\nSettlement Agreement dated as of June 29, 2001.\n\n         10.25 Termination of Registration Rights Agreements. Any and all\nagreements providing for the Company to register its securities pursuant to\nthe Securities Act, including, without limitation, the registration rights\nidentified on Schedule 4.5 shall have been terminated.\n\n         10.26 Voting Agreements. The holders of at least 75% of (x) the\nissued and outstanding shares of (i) the Company Common Stock, (ii) the\nCompany Series A Preferred Stock, (iii) the Company Series B Preferred\nStock, and (iv) the Company Series C Preferred Stock, and (y) the issued\nand outstanding Bridge Warrants, shall have executed and delivered Voting\nAgreements (in the case of the Major Stockholders) or agreements containing\nprovisions substantially similar to Sections 3.3, 3.4, 3.6, 3.7, 3.8 and\n3.9 of the Voting Agreement (in the case of the other Stockholders and\nholders of Bridge Warrants).\n\n         10.27 Termination of Certain Arrangements. Effective as of the\nEffective Time, the Consulting Agreement by and between the Company and\nEquity Dynamics, Inc. dated as of October 23, 2000, and the consulting or\nother fees or payments made to Harry Hefter shall have been terminated\nwithout any continuing payment or other obligation of any kind.\n\n         10.28 Director Resignations. Effective as of the Effective Time,\neach of the Company's directors shall have resigned.\n\n                                ARTICLE XI\n                        CONDITIONS PRECEDENT TO THE\n                         OBLIGATIONS OF THE COMPANY\n\n         The obligations of the Company to effect the Closing hereunder are\nsubject to the satisfaction, at or prior to the Closing, of all of the\nfollowing conditions:\n\n         11.1 Representations and Warranties True. The representations and\nwarranties contained in Article VI hereof and in all certificates delivered\nby the Purchaser or Acquisition Sub to the Company pursuant hereto or in\nconnection with the transactions contemplated hereby shall be true and\naccurate as of the date when made and shall be deemed to be made again at\nand as of the Closing Date and shall then be true and accurate (except for\nchanges contemplated by this Agreement and except for representations and\nwarranties that by their terms speak as of the date of this Agreement or\nsuch other date which shall be true and accurate only as of such date).\n\n         11.2 Performance of Covenants. The Purchaser and Acquisition Sub\nshall have performed and complied with each and every covenant, agreement\nand condition required by this Agreement to be performed or complied with\nby them prior to or on the Closing Date.\n\n         11.3 No Governmental Proceeding. No Governmental Authority of\ncompetent jurisdiction shall have enacted, issued, promulgated, enforced or\nentered into any statute, rule, regulation, judgment, decree, injunction or\nother order (whether temporary, preliminary or permanent) that is in effect\nand prohibits the consummation of the transactions contemplated by this\nAgreement.\n\n         11.4 Certificates. The Purchaser and Acquisition Sub shall have\nfurnished the Company with such certificates to evidence compliance with\nthe conditions set forth in this Article XI as may be reasonably requested\nby the Company.\n\n         11.5 Delivery of Good Standing Certificates and Corporate\nResolutions. The Company shall have received certificates of good standing\nwith respect to each of the Purchaser and Acquisition Sub issued by the\njurisdiction of its incorporation and the jurisdictions listed on Schedule\n6.1. The Company shall have received copies of the resolutions of the\nPurchaser and the Acquisition Sub approving this Agreement, the Merger and\nthe transactions contemplated herein, certified by an appropriate officer.\n\n         11.6 Payment of Company Indebtedness. The Company or the Purchaser\nshall have entered into agreements providing for, or otherwise providing\naccommodation acceptable to the creditors of the Company providing for:\n\n                      (a) the release at the Effective Time by Wells Fargo\nof the guarantees of Company Indebtedness of each of the holders of Bridge\nWarrants outstanding under that certain Credit Agreement and Revolving\nNote, dated December 3, 1999 and providing borrowing authority of not in\nexcess of $2.5 million, between the Company and Wells Fargo, as well as the\nrepayment of the Company Indebtedness outstanding thereunder;\n\n                      (b) the release at the Effective Time by Wells Fargo\nof the guarantees of the Company Indebtedness of each of the holders of\nBridge Warrants outstanding under that certain Credit Agreement and\nRevolving Note, dated March 2000 and providing borrowing authority of not\nin excess of $500,000, between the Company and Wells Fargo, as well as the\nrepayment of the Company Indebtedness outstanding thereunder;\n\n                      (c) the repayment at the Effective Time of all\namounts outstanding under, or the replacement and substitution at the\nEffective Time of the letter of credit of The Northern Trust Company with\nrespect to, all of the Company Debentures;\n\n                      (d) the compromise at the Effective Time by The\nNorthern Trust Company of the aggregate amount of the Company's\nIndebtedness and related expenses under the NT Notes to an aggregate\nprincipal amount of Indebtedness under the NT Notes of $3.0 million and\nrelated expenses of $100,000, and the repayment of the Company Indebtedness\noutstanding thereunder; and\n\n                      (e) The compromise of the SAI warranty obligation to\nan amount not in excess of $85,000, and the discharge of such obligations.\n\n         11.7 Consents. The Purchaser and the Acquisition Sub shall have\nobtained all consents the failure of which to obtain would have a Material\nAdverse Effect on the Condition of the Purchaser or the Acquisition Sub,\nrespectively.\n\n         11.8 Settlement Agreement. The Company, the Northern Trust Company\nand Iowa State Bank and Trust shall have consummated, or such consummation\nshall be occurring simultaneously, the transactions contemplated in, and in\nsubstance substantially similar to, that draft Settlement Agreement dated\nas of June 29, 2001.\n\n                                ARTICLE XII\n                                 INDEMNITY\n\n         12.1 Indemnification.\n\n                      (a) Each of the Company, the Stockholders and the\nholders of Warrants, jointly and severally, covenants and agrees to\nindemnify, defend, protect and hold harmless the Purchaser, Acquisition Sub\nand their officers, directors, members, managers, employees, stockholders,\nassigns, successors and Affiliates (individually, a \"Buyer Party\" and\ncollectively \"Buyer Parties\") from, against and in respect of all Damages,\nActions, and interest (including interest from the date of such Damages)\nsuffered, sustained, incurred or paid by any Buyer Party, in any Action (x)\nbetween a Buyer Party and the Company or any Stockholder or (y) between a\nBuyer Party and a third party, in connection with, resulting from or\narising out of, directly or indirectly: (i) the inaccuracy of any\nrepresentation or the breach of any warranty set forth in this Agreement or\ncertificates delivered on the part of the Company or any Stockholder in\nconnection with the Closing; (ii) the nonfulfillment of any covenant or\nagreement on the part of the Company or any Stockholder set forth in this\nAgreement or in any agreement or certificate executed and delivered by the\nCompany or any Stockholder pursuant to this Agreement or in the\ntransactions contemplated hereby; (iii) claims (whether based on contract,\ntort, fiduciary or any other theory) of any actual or purported, beneficial\nor record, current or past, holder of the Company's debt or equity\nsecurities (or any interest or right therein) in connection with, resulting\nfrom or arising out of, directly or indirectly, such debt or equity\nsecurities (or any interest or right therein) that is based on any action\ntaken at or prior to the Effective Time other than claims with respect to\n(A) the accuracy of the representations and warranties of Purchaser and\nAcquisition Sub made pursuant to this Agreement, (B) the failure by\nPurchaser or Acquisition Sub to perform any of their respective agreements\nor covenants pursuant to this Agreement or (C) the information provided by\nPurchaser or Acquisition Sub expressly for inclusion in the materials to be\nprovided to holders of the Company's debt and equity securities as\ncontemplated by Section 9.2 of this Agreement; and (iv) the items\nidentified on Schedule 12.1(a).\n\n                      (b) Each of the Purchaser and Acquisition Sub,\njointly and severally, covenants and agrees to indemnify, defend, protect\nand hold harmless (i) each Stockholder and holder of a Bridge Warrant and\nhis successors and assigns and (ii) the Company and its officers,\ndirectors, members, managers, employees, Stockholders, assigns, successors\nand Affiliates (individually, a \"Seller Party\" and collectively \"Seller\nParties\") from, against and in respect of all Damages, Actions, and\ninterest (including interest from the date of such Damages) suffered,\nsustained, incurred or paid by any Seller Party, in any Action (x) between\nthe Purchaser or Acquisition Sub and a Seller Party or (y) between a Seller\nParty and a third party, in connection with, resulting from or arising out\nof, directly or indirectly: (i) the inaccuracy of any representation or the\nbreach of any warranty set forth in this Agreement or certificates\ndelivered on the part of the Purchaser or Acquisition Sub in connection\nwith the Closing; and (ii) the nonfulfillment of any covenant or agreement\non the part of the Purchaser or Acquisition Sub set forth in this Agreement\nor in any agreement or certificate executed and delivered by the Purchaser\nor Acquisition Sub pursuant to this Agreement or in the transactions\ncontemplated hereby.\n\n                      (c) Notwithstanding the foregoing provisions of this\nSection 12.1(a) and (b), if the Closing occurs, (i) each Stockholder hereby\nwaives any right of contribution, reimbursement or other rights of recovery\nthat they might otherwise have against the Company in connection with any\nsuch indemnification or other obligations, (ii) the Company shall be deemed\nto be a Buyer Party, and (iii) the representations and warranties made by\nthe Company shall terminate.\n\n                      (d) Notwithstanding anything contained in Article XII\nto the contrary, there shall be no liability for indemnification under this\nSection 12.1, (i) unless the aggregate amount of Damages exceeds $100,000\n(the \"Indemnity Basket\") at which time the Indemnifying Party shall be\nliable for the entire amount of the Damages, including the Indemnity\nBasket, (ii) unless the Indemnified Party delivers to the Indemnifying\nParty written notice, setting forth in reasonable detail the identity,\nnature and amount of Damages related to such claim or claims prior to the\nfirst anniversary of the Effective Time, (iii) to the extent that a Seller\nParty has suffered, incurred, sustained or become subject to, Damages by\nreason of all such claims in excess of $1,300,000 and the Buyer Parties, in\nthe aggregate, shall not be obligated to pay anything other than or more\nthan $1,300,000, in the aggregate for all claims under Section 12.1(b), and\n(iv) no Stockholder or holder of a Bridge Warrant shall be obligated to pay\nanything other than or more than his, her or its respective pro rata share\nof the Holdback Amount.\n\n                      (e) Notwithstanding anything contained in Section\n12.1(d) to the contrary, the Indemnity Basket shall not apply in the event\nthat liability of an Indemnifying Party arises out of or in connection with\nthe Purchase Price Adjustment, or a breach of the representations or\nwarranties in Section 4.1, 4.2, 4.3, 4.5 and 4.15.\n\n         12.2 Notice of Claims. An Indemnified Party shall notify the\nIndemnifying Party within a reasonable period of time after becoming aware\nof any Damages which the Indemnified Party shall have determined has given\nor could give rise to a claim for indemnification under Section 12.1\nhereof. Such notice shall include an estimate of the Damages that the\nIndemnified Party has determined may be incurred. As soon as practicable\nafter the date of such notice, the Indemnified Party shall provide to the\nIndemnifying Party all information and documentation necessary to support\nand verify the Damages so claimed and the Indemnifying Party and its agents\nshall be given access to all books and records in the possession or control\nof the Indemnified Party which the Indemnifying Party reasonably determines\nto be related to such claim. If the Indemnifying Party notifies the\nIndemnified Party that it does not dispute the claim or the estimated\namount of Damages described in such notice, or fails to notify the\nIndemnified Party within 30 days after delivery of such notice by the\nIndemnified Party whether the Indemnifying Party disputes the claim or the\nestimated amount of Damages described in such notice, the estimated Damages\nin the amount specified in the Indemnified Party's notice will be\nconclusively deemed a liability of the Indemnifying Party and the\nIndemnifying Party shall pay the amount of such Damages to the Indemnified\nParty. If the Indemnifying Party has timely disputed its liability with\nrespect to such claim or the estimated amount of Damages, the dispute shall\nbe resolved in accordance with Section 15.4 below.\n\n         12.3 Matters Involving Third Parties.\n\n                      (a) If any third party shall commence an Action\nagainst any Indemnified Party with respect to any matter (a \"Third Party\nClaim\") which may give rise to a claim for indemnification under Section\n12.1, the Indemnified Party shall notify the Indemnifying Party in writing\nas soon as practicable.\n\n                      (b) The Indemnifying Party shall have the right to\ndefend the Indemnified Party against the Third Party Claim with counsel of\nits choice and reasonably acceptable to the Indemnified Party so long as\n(i) the Indemnifying Party shall notify the Indemnified Party in writing\n(within 30 days after its receipt of notice, in accordance with Section\n15.7, of the Third Party Claim as provided in Section 12.2 or, if the\nIndemnifying Party has disputed the claim for indemnification, then within\nten days of a final determination that such claim is a valid claim under\nSection 12.1) that the Indemnified Party will be entitled to\nindemnification under Section 12.1 hereof from and against any Damages the\nIndemnified Party may suffer arising out of the Third Party Claim and (ii)\nthe Indemnifying Party diligently conducts the defense of the Third Party\nClaim. It is agreed that no delay on the part of the Indemnified Party in\nnotifying any Indemnifying Party of a claim (including any Third Party\nClaim) will relieve the Indemnifying Party thereby unless said Indemnifying\nParty is prejudiced by such failure to give notice.\n\n                      (c) So long as the Indemnifying Party is conducting\nthe defense of the Third Party Claim in accordance with Section 12.3(b)\nabove, (i) the Indemnified Party may retain separate co-counsel, at its\nsole cost and expense, and participate in the defense of the Third Party\nClaim, (ii) the Indemnified Party shall not consent to the entry of any\njudgment or enter into any settlement with respect to the Third Party Claim\nwithout the prior written consent of the Indemnifying Party, which consent\nshall not be unreasonably withheld or delayed, (iii) the Indemnified Party\nshall cooperate within reason with the Indemnifying Party's defense of such\nThird Party Claim and (iv) the Indemnifying Party shall not consent to the\nentry of any judgment or enter into any settlement with respect to the\nThird Party Claim without the prior written consent of the Indemnified\nParty, which consent shall not be unreasonably withheld or delayed.\nNotwithstanding any other provision of this Section 12.3, if an Indemnified\nParty withholds its consent to a settlement or elects to defend any claim,\nwhere but for such action the Indemnifying Party could have settled such\nclaim, the Indemnifying Party shall be required to indemnify the\nIndemnified Party only up to a maximum of the bona fide settlement offer\nfor which the Indemnifying Party could have settled such claim.\n\n         12.4 Release. Effective as of the Closing and by tendering their\nshares of Company Common Stock or Company Preferred Stock or Bridge\nWarrants, as the case may be, and by accepting the consideration therefore,\neach Stockholder and holder of Bridge Warrants hereby irrevocably waives\nand releases the Company, its current and former officers, directors,\nAffiliates, of, from and against any and all claims or causes of actions\nfor Damages that he has, may have, or has had at any time on or before the\nClosing.\n\n         12.5 Stockholder Agent.\n\n                      (a) In the event that the Merger is approved by the\nStockholders, effective upon such approval, and without any further act of\nany Stockholder, Steve Morain (the \"Stockholder Agent\") shall be, and\nhereby is, appointed as agent and attorney-in-fact for each Stockholder and\nholder of a Bridge Warrant, for and on behalf of each such Stockholder and\nholder of a Bridge Warrant to give and receive notices and communications,\nto authorize delivery to any Indemnified Person of shares or cash from the\nHoldback Amount in satisfaction of claims by an Indemnified Person, to\nexecute stock powers on behalf of such Stockholders and holders of Bridge\nWarrants with respect to the Holdback Amount, to object to such deliveries,\nto agree to, negotiate, enter into settlements and compromises of, and\ndemand arbitration and comply with orders of courts and awards of\narbitrators with respect to such claims, and to take all actions necessary\nor appropriate in the judgment of the Stockholder Agent for the\naccomplishment of the foregoing.\n\n                      (b) The Stockholder Agent may resign upon written\nnotice to the Stockholders and holders of Bridge Warrants. The Stockholder\nAgent may be changed or replaced by vote of a majority of the Company\nStockholders and holders of Bridge Warrants (computed on the basis of their\nrespective interests in the Holdback Amount) from time to time upon not\nless than thirty (30) days' prior written notice. Any vacancy in the\nposition of Stockholder Agent may be filled by approval of the holders of a\nmajority in interest of the Holdback Amount. No bond shall be required of\nthe Stockholder Agent, and the Stockholder Agent shall not receive\ncompensation for his services. Notices or communications to or from the\nStockholder Agent shall constitute notice to or from each of the\nStockholders and holders of Bridge Warrants.\n\n                      (c) The Stockholder Agent shall not be liable for any\nact done or omitted hereunder as Stockholder Agent while acting in good\nfaith and in the exercise of reasonable judgment.\n\n                      (d) A decision, act, consent or instruction of the\nStockholder Agent with respect to the matters regarding the Holdback Amount\ncontemplated by this Section 12.5 shall constitute a decision of all the\nStockholders and holders of Bridge Warrants and shall be final, binding and\nconclusive upon each of such Stockholders and holders of Bridge Warrants\nand the Buyer Parties may rely upon any such decision, act, consent or\ninstruction of the Stockholder Agent as being the decision, act, consent or\ninstruction of each Stockholder and holder of a Bridge Warrant. The Buyer\nParties are hereby relieved from any liability to any Person for any acts\ndone by them in accordance with such decision, act, consent or instruction\nof the Stockholder Agent.\n\n                      (e) The Purchaser and Acquisition Sub, on behalf of\nall Buyer Parties, hereby agree that any notice, right, or obligation\nrequired to be delivered to, performed by, or asserted by the Stockholders\nand holders of Bridge Warrants regarding the Holdback Amount shall be\ndelivered to, performed by or asserted by the Stockholder Agent.\n\n         12.6 Sole Remedy. Except for fraud or as set forth in Section\n15.4(h), the indemnification provisions of this Article XII shall\nconstitute the sole and exclusive remedy of the parties hereto for any\ninaccuracy, untruth, incompleteness or other breach of or failure to\nperform any covenant made in this Agreement, and the parties each waive any\nother remedy, which they or any other Person entitled to indemnification\nhereunder may have at law or in equity with respect thereto.\nNotwithstanding anything else to the contrary contained in this Agreement,\nno Stockholder or holder of a Bridge Warrant shall be liable with respect\nto the fraud of any other Person, unless such Stockholder or holder of a\nBridge Warrant had knowledge of such fraud, for anything other than or more\nthan his, her or its respective pro rata share of the Holdback Amount.\n\n\n                                ARTICLE XIII\n                     TERMINATION, AMENDMENT AND WAIVER\n\n         13.1 Termination. This Agreement may be terminated at any time\nprior to the Closing Date:\n\n                      (a) by mutual consent of the Purchaser and the\nCompany;\n\n                      (b) by either the Purchaser or the Company if the\nClosing has not occurred prior to September 15, 2001, provided that the\nright to terminate this Agreement under this Section 13.1(b) shall not be\navailable to either party whose material misrepresentations, breach of\nwarranty or failure to fulfill any obligation under this Agreement has been\nthe cause of, or resulted in, the failure of the Closing to occur on or\nbefore such date;\n\n                      (c) by either the Purchaser or the Company if there\nhas been a material misrepresentation or material breach on the part of the\nother party in the representations, warranties or covenants set forth in\nthis Agreement which is not cured within ten Business Days after such other\nparty has been notified in writing of the intent to terminate this\nAgreement pursuant to this clause (c);\n\n                      (d) by either the Purchaser or the Company, if any\nApproval of a Governmental Authority, the lack of which would result in the\nfailure to satisfy the conditions to Closing set forth in Article X or\nArticle XI hereof, shall have been denied by such Governmental Authority,\nor such Governmental Authority shall have requested the withdrawal of any\napplication therefor or shall have indicated its intention to initiate a\nproceeding to enjoin the Merger and the transactions contemplated by this\nAgreement;\n\n                      (e) by either the Purchaser or the Company, if any\npermanent injunction or action by any court or other Governmental Authority\nof competent jurisdiction enjoining, denying Approval of or otherwise\nprohibiting consummation of any of the transactions contemplated by this\nAgreement shall become final and nonappealable;\n\n                      (f) by either the Company or the Purchaser, if the\nStockholder Approval shall not have been obtained by reason of the failure\nto obtain the required vote at a duly held meeting of the Stockholders or\nany adjournment thereof; or\n\n                      (g) by the Purchaser or the Company pursuant to\nSection 3.10(c).\n\n         13.2 Effect of Termination.\n\n                      (a) In the event of termination of this Agreement as\nexpressly permitted under Section 13.1 hereof, this Agreement shall\nforthwith become void (except for Sections 14.2, 14.3, 14.5 and 14.6 and\nthis Section 13.2) and there shall be no Action on the part of the Company,\nAcquisition Sub, the Stockholders, the holders of the Bridge Warrants, the\nPurchaser or their respective officers, directors or affiliates; provided,\nthat, if such termination shall result from a material misrepresentation by\na party or the willful breach by a party of the covenants of such party\ncontained in this Agreement, such party shall be fully liable for any and\nall Damages sustained or incurred as a result of such breach. In the event\nof termination hereunder prior to the Closing, the Purchaser and\nAcquisition Sub shall return promptly to the Company all documents, work\npapers and other material of the Company furnished or made available to the\nPurchaser and Acquisition Sub or their representatives or agents and all\ncopies thereof, and no information received by the Purchaser or Acquisition\nSub shall be revealed to any third party nor used for the advantage of the\nPurchaser or Acquisition Sub or any other party.\n\n                      (b) If this Agreement is terminated (x) pursuant to\nSection 13.1(f), if an Alternative Transaction has been proposed and\npublicly announced or communicated to the Stockholders after the date of\nthis Agreement and prior to the meeting called or consents solicited for\nStockholder Approval and, within twelve (12) months after the date of\ntermination pursuant to Section 13.1(f), the Company enters into a binding\nagreement with respect to such Alternative Transaction, or (y) by the\nPurchaser in accordance with Section 13.1 due to a breach of Section 7.3 or\nSection 7.4, then the Company shall pay to the Purchaser in immediately\navailable funds an amount equal to $1,000,000 and fees and expenses.\n\n         13.3 Amendment. This Agreement may not be amended, except by an\ninstrument in writing signed on behalf of each of the parties hereto. The\nCompany, the Purchaser and Acquisition Sub may amend this Agreement at any\ntime prior to the filing of the Certificate of Merger with the Department\nof State of the State of Delaware; provided that an amendment made\nsubsequent to the adoption of this Agreement by the stockholders of either\nConstituent Corporation shall not (i) alter or change the amount or class\nof shares, securities, cash, property and\/or rights to be received in\nexchange for or on conversion of all or any of the shares of any class or\nseries thereof of such Constituent Corporation, (ii) alter or change any\nterm of the certificate of incorporation of the Surviving Corporation to be\neffected by the Merger, or (iii) alter or change any of the terms and\nconditions of this Agreement if such alteration or change would adversely\naffect the holders of any class of shares or series thereof of such\nConstituent Corporation.\n\n         13.4 Extension; Waiver. At any time prior to the Closing, the\nparties hereto may (i) extend the time for the performance of any of the\nobligations or other acts of any other party hereto, (ii) waive any\ninaccuracies in the representations and warranties contained herein or in\nany document delivered pursuant hereto, and (iii) waive compliance with any\nof the agreements or conditions contained herein. Any agreement on the part\nof a party hereto to any such extension or waiver shall be valid if set\nforth in writing in an instrument signed by or on behalf of such party. The\nwaiver by any party hereto of a breach of this Agreement shall not operate\nor be construed as a waiver of any subsequent breach.\n\n                                ARTICLE XIV\n                              OTHER AGREEMENTS\n\n         The parties hereto agree that:\n\n         14.1 Best Efforts. The Company and the Purchaser shall each\ncooperate with the others and use (and shall cause their respective\nSubsidiaries to use) their respective commercially reasonable best efforts\nto promptly (i) take or cause to be taken all necessary actions, and do or\ncause to be done all things, necessary, proper or advisable under this\nAgreement and applicable laws to consummate and make effective the Merger\nand the other transactions contemplated by this Agreement as soon as\npracticable, including, without limitation, preparing and filing promptly\nand fully all documentation to effect all necessary filings, notices,\npetitions, statements, registrations, submissions of information,\napplications and other documents and (ii) obtain all Approvals required to\nbe obtained from any third party necessary, proper or advisable to\nconsummate the Merger and other transactions contemplated by this\nAgreement.\n\n         14.2 Access to Information. Subject to the terms set forth in that\ncertain Mutual Non-Disclosure Agreement, dated as of February 15, 2001, by\nand between the Purchaser and the Company (the \"Non-Disclosure Agreement\"),\nwhich is incorporated by reference herein, respecting due diligence\ninvestigation and certain other matters, each of the parties hereto shall\nafford each other's employees, auditors, legal counsel and other authorized\nrepresentatives, all reasonable opportunity and access during normal\nbusiness hours to inspect, investigate, audit and interview the respective\nassets, liabilities, contracts, each of the other's operations, business,\nemployees and officers before the Closing. These activities shall be\nconducted in a reasonable manner during regular business hours using\nreasonable efforts to minimize interference with each party's respective\nbusiness operations. Each of the parties hereto shall promptly and\ncompletely provide all disclosures requested by the other parties or their\nagents.\n\n         14.3 Public Announcements. At the proper time, as determined by\nthe parties hereto in good faith consultation with each other, the parties\nhereto shall issue a press release or make a public statement concerning\nthis Agreement and the related transactions containing disclosure which is\nmutually agreeable to the parties; provided, that prior to the issuance of\na press release, none of the parties hereto shall make any announcement of\nsuch transaction or disclose the existence of and\/or particulars of any\nnegotiations related thereto, including, but not limited to, the terms,\nconditions, consideration to be paid or other facts related to this\nAgreement and the related transactions, except to the extent permitted by\nthe Non-Disclosure Agreement; and, provided, further, that the Company\nshall not be permitted to issue a press release announcing (or make a\npublic announcement or other public disclosure of) the Agreement or the\nrelated transactions until it has received all consents from its\nStockholders necessary to consummate the Merger, other than repeating or\nreferring to prior public statements of the Purchaser or statements made by\nthe Company which are reasonably necessary to obtain the Stockholder\nApprovals or otherwise consummate the transactions contemplated hereunder.\nNotwithstanding the foregoing, the Purchaser may make such disclosures as\nmay be required (based on the advice of counsel) due to its status as a\npublic company, after good faith consultation with the other parties\nhereto.\n\n         14.4 Notices of Certain Events.\n\n                      (a) Each of the parties hereto shall promptly notify\nthe other parties of: (i) any notice or other communication from any Person\nalleging that the consent of such Person is or may be required in\nconnection with the transactions contemplated by this Agreement if the\nfailure of any of the parties hereto, as the case may be, to obtain such\nconsent would result in a Material Adverse Effect on any of the parties\nhereto, as applicable; and (ii) any notice or other communication from any\ngovernmental or regulatory agency or authority in connection with the\ntransactions contemplated by this Agreement.\n\n                      (b) The parties hereto shall promptly notify the\nother parties of any Actions, suits, claims, investigations or proceedings\ncommenced or, to the best of such party's knowledge threatened against,\nrelating to or involving or otherwise affecting such party or any of its\nSubsidiaries which relate to the consummation of the transactions\ncontemplated by this Agreement.\n\n         14.5 Expenses. Except as provided in Section 13.2 or 15.4, the\nPurchaser, Acquisition Sub and the Company shall each bear their own\nexpenses (including those of counsel, accountants and investment bankers,\nand, in the case of the Company, the Fees) incurred by any of them in\nconnection with this Agreement and the transactions contemplated herein.\n\n         14.6 Specific Performance; Injunctive Relief. Each of the parties\nhereto acknowledges, understands and agrees that any breach or threatened\nbreach by such party or such party's Affiliates of Sections 14.2 or 14.3\nwill cause irreparable injury to the other party and that money damages\nwill not provide an adequate remedy therefor. Accordingly, in the event of\nany such breach or threatened breach, a non-breaching party shall have the\nright and remedy (in addition to any other rights or remedies available at\nlaw or in equity, including, money damages) to have the provisions of such\nSections 14.2 or 14.3 specifically enforced by, and to seek injunctive\nrelief and other equitable remedies in, any court having competent\njurisdiction. Each party further agrees to waive any requirement for the\nsecuring or posting of any bond or other security in connection with\nseeking such remedies.\n\n         14.7 Director and Officer Liability.\n\n                      (a) The Purchaser shall cause the Surviving\nCorporation to, and the Surviving Corporation shall, indemnify and hold\nharmless, to the fullest extent permitted under applicable law, the\nindividuals who on or prior to the Effective Time were officers or\ndirectors of the Company (collectively, the \"Indemnitees\") with respect to\nall acts or omissions by them in their capacities as such or taken at the\nrequest of the Company at any time on or prior to the Effective Time. In\nthe event the Surviving Corporation or the Purchaser or any of their\nsuccessors or assigns (i) consolidates with or merges into any other Person\nand shall not be the continuing or surviving corporation or entity of such\nconsolidation or merger or (ii) transfers all or substantially all of its\nproperties and assets to any Person, then and in each such case, proper\nprovisions shall be made so that the successors and assigns of the\nSurviving Corporation or the Purchaser shall assume the obligations of the\nSurviving Corporation or the Purchaser, as the case may be, as set forth in\nthis Section 14.7. An Indemnitee shall have a right to participate in (but\nnot control) the defense of any such matter with its own counsel and at its\nown expense. Notwithstanding the right of the Surviving Corporation to\nassume and control the defense of such litigation, claim or proceeding,\nsuch Indemnitee shall have the right to employ separate counsel and to\nparticipate in the defense of such litigation, claim or proceeding, and the\nSurviving Corporation shall bear the reasonable fees, costs and expenses of\nsuch separate counsel and shall pay such fees, costs and expenses promptly\nafter receipt of an invoice from such Indemnitee if (x) the use of counsel\nchosen by the Surviving Corporation to represent such Indemnitee would\npresent such counsel with a conflict of interest or (y) such Indemnitee\nshall have legal defenses available to it or to other Indemnitees which are\ndifferent from or in addition to those available to the Surviving\nCorporation; provided, however, that the Indemnitee may be required to\ndeliver an undertaking to the Company if contemplated by the certificate of\nincorporation of the Company. The Surviving Corporation shall not settle\nany matter unless the terms of the settlement provide that the Indemnitee\nshall have no responsibility for the discharge of any settlement amount and\nimpose no other obligations or duties on the Indemnitee and the settlement\ndischarges all rights against Indemnitee with respect to such matter. The\nPurchaser shall cause the Surviving Corporation to, and the Surviving\nCorporation shall, honor all indemnification agreements with Indemnitees\n(including under the Company's by-laws) in effect as of the date of this\nAgreement in accordance with the terms thereof. All such indemnification\nagreements are identified on Schedule 14.7(a).\n\n                      (b) For two years after the Effective Time, the\nPurchaser shall, or shall cause the Surviving Corporation to, procure the\nprovision of officers' and directors' liability insurance from reputable\ninsurers in respect of acts or omissions occurring prior to the Effective\nTime covering each Person currently covered by the Company's officers' and\ndirectors' liability insurance policy on terms with respect to coverage and\nin amounts no less favorable to such Person than those of such policy in\neffect on the date hereof; provided, that if the aggregate annual premiums\nfor such insurance at any time during such period shall exceed 150% of the\nper annum rate of premium paid by the Company as of the date hereof for\nsuch insurance, then the Purchaser shall, or shall cause the Surviving\nCorporation to, provide only such coverage as shall then be available at an\nannual premium equal to 150% of such rate.\n\n                      (c) The certificate of incorporation and by-laws of\nthe Surviving Corporation shall, from and after the Effective Time, contain\nprovisions no less favorable with respect to limitation of certain\nliabilities of directors, indemnification and advancement of expenses than\nare set forth as of the date of this Agreement in the certificate of\nincorporation and by-laws of the Company, which provisions shall not be\namended, repealed or otherwise modified for a period of six years from the\nEffective Time in a manner that would adversely affect the rights\nthereunder of individuals who at or prior to the Effective Time were\ndirectors, officers or employees of the Company.\n\n                      (d) The obligations of the Purchaser and the\nSurviving Corporation under this Section 14.7 shall not be terminated or\nmodified in such a manner as to adversely affect any Indemnitee to whom\nthis Section 14.7 applies without the consent of the affected Indemnitee\n(it being expressly agreed that the Indemnitees, and their respective\nheirs, executors and administrators, to whom this Section 14.7 applies\nshall be third party beneficiaries of this Section 14.7).\n\n                      (e) The Purchaser's and the Surviving Corporation's\nobligations under this Section 14.7 shall not be limited to the time period\nor maximum liability limitations set forth in Section 12.1(d).\n\n         14.8 Tender Offer Terms and Consummation of Tender Offer. The\nPurchaser shall consummate the tender offer contemplated by Section 9.3\nupon the terms for such tender offer described in the last tender offer\ndocuments mailed to the holders of the Company Debentures prior to the\nEffective Time.\n\n         14.9 June 2001 Company Financials. The financial statements of the\nCompany as of and for the six-month period ending June 30, 2001 referenced\nin Section 7.5, prepared in accordance with GAAP applicable to unaudited\ninterim financial statements consistent with the Annual Financial\nStatements, along with a favorable review report of Deloitte &amp; Touche,\nshall be delivered to the Purchaser within one week of the Closing Date.\n\n                                ARTICLE XV\n                               MISCELLANEOUS\n\n         15.1 Entire Agreement. This Agreement (including the documents and\ninstruments referred to herein) and the Non-Disclosure Agreement embody the\nentire agreement and understanding of the parties with respect to the\ntransactions contemplated hereby and supercede all other prior commitments,\narrangements or understandings, both oral and written, between the parties\nwith respect thereto, including, without limitation, that certain letter\ndated as of June 8, 2001. There are no agreements, covenants,\nrepresentations or warranties with respect to the transactions contemplated\nhereby other than those expressly set forth herein.\n\n         15.2 Assignment. Except as set forth in this Section 15.2, this\nAgreement may not be assigned (whether by operation of law or otherwise) by\nany party without the prior written consent of the other parties hereto.\nThe Purchaser and the Acquisition Sub may assign this Agreement to any of\ntheir wholly owned Subsidiaries without the prior written consent of the\nCompany; provided, that such assignment shall not release the Purchaser or\nAcquisition Sub from their respective obligations under this Agreement.\nSubject to the foregoing, this Agreement shall be binding upon, and shall\ninure to the benefit of, the parties hereto and their respective heirs,\npersonal representatives successors and assigns.\n\n         15.3 Governing Law. This Agreement shall be governed by and\nconstrued and enforced in accordance with the laws of the State of New\nYork.\n\n         15.4 Arbitration. Each party stipulates and agrees that any\ndispute under this Agreement that is not resolved within twenty (20) days\nafter assertion will be submitted to mandatory and binding arbitration at\nthe election of any party under the following terms and conditions:\n\n                      (a) Selection of Arbitrator. The initiating party\nwill notify the American Arbitration Association (the \"AAA\") in writing and\nwill request that the AAA furnish to the both parties a list of five (5)\navailable arbitrators who, if possible, will have experience in the\nsubstantive matters at hand. Each party will have fifteen (15) days to\nreject two (2) of the proposed arbitrators. If only one possible arbitrator\nremains not rejected by any party, he or she will serve as arbitrator; if\ntwo or more individuals remain not rejected, the AAA will select the\narbitrator from those individuals.\n\n                      (b) Conduct of Arbitration. Arbitration will be\nconducted in Chicago, Illinois by the arbitrator selected under Section\n15.4(a). The arbitrator will have no power or authority, under the rules of\nthe AAA or otherwise, to amend or disregard any provision of this Section\n15.4.\n\n                      (c) Replacement of Arbitrator. Should the arbitrator\nrefuse or be unable to proceed with arbitration proceedings under this\nSection 15.4, such arbitrator will be replaced by an arbitrator selected\nfrom the other four arbitrators originally proposed by the AAA and not\nrejected by any party or if there is no such arbitrator remaining, by\nrepeating the process of selection. If an arbitrator is replaced pursuant\nto this Section 15.4(c), then a rehearing will take place in accordance\nwith the rules of the AAA.\n\n                      (d) Findings and Conclusions. The arbitrator\nrendering judgment upon under this Section 15.4 will, after reaching\njudgment and award, if any, prepare and distribute to the parties a writing\ndescribing the findings of fact and conclusions of law relevant to such\njudgment and award and containing an opinion setting forth the reasons for\nthe giving or denial of any award.\n\n                      (e) Time is of the Essence. The arbitrator is hereby\ninstructed that time is of the essence in the arbitration proceeding, and\nthat the arbitrator will have the right and authority to issue monetary\nsanctions against any party if, upon a showing of good cause therefor, said\nparty is unreasonably delaying the proceeding.\n\n                      (f) Finding. The arbitrator will render his or her\njudgment or award within twenty (20) days following the conclusion of the\narbitration proceeding.\n\n                      (g) Discovery. Recognizing the express desire of the\nparties for an expeditious means of dispute resolution, the arbitrator will\nlimit or allow the parties to expand the scope of discovery as may be\nreasonable under the circumstances. In particular and without limitation,\nthe parties hereto hereby affirm and agree to comply with those rules of\nthe AAA which limit pre-hearing discovery.\n\n                      (h) Injunctive Relief. Each party agrees that the\nonly circumstance in which disputes under this Agreement will not be\nsubject to the provisions of this Section 15.4 is where a party makes a\ngood faith determination that a breach of the terms of this Agreement by\nanother party is such that the damages to such party resulting therefrom\nwill be so immediate, so large or severe and so incapable of adequate\nredress after the fact that a temporary restraining order and\/or other\nimmediate injunctive relief is the only adequate remedy for such breach. If\na party making such a determination files a pleading with a court seeking\nsuch immediate injunctive relief and this pleading is challenged by another\nparty to this Agreement and the challenging party succeeds in such\nchallenge, the party filing such pleading seeking immediate injunctive\nrelief will pay all of the reasonable costs and attorneys' fees of the\nparty successfully challenging such pleading.\n\n                      (i) Costs and Attorneys' Fees. Notwithstanding any\nrule of the AAA to the contrary, the arbitrator rendering judgment under\nSection 15.4 will have the power to award all costs and attorneys' fees\nbetween the parties. In any litigation of disputes, if and to the extent\nsuch litigation does not concern the prayer for or challenge to immediate\ninjunctive relief under Section 15.4(h), the losing party will pay all\ncosts and attorneys' fees of such litigation accruing to the other party.\n\n         15.5 Headings and Exhibits. The headings of the various Articles\nand Sections herein are for convenience of reference only and shall not\ndefine or limit any of the terms or provisions hereof. Schedules and\ndocuments referred to in this Agreement are an integral part of this\nAgreement.\n\n         15.6 Survival of Representations, Warranties and Covenants. All\nrepresentations and warranties made by any party in or pursuant to this\nAgreement or in any document delivered pursuant hereto shall survive for\none year after the Closing; provided, however, that in the event of fraud\nby any party, the representations and warranties of the party shall survive\nthe Closing for an indefinite period of time. Notwithstanding the\nforegoing, if a claim notice is sent pursuant to Section 12.2, the\nrepresentation or warranty with respect to which such claim notice is sent,\nand the related indemnification obligations set forth in Article XII with\nrespect to the claim notice, shall survive until the resolution of the\nclaim for Damages to which such claim notice relates, or such longer period\nas provided in the preceding sentence. All covenants made by any party\npursuant to this Agreement shall survive the Closing pursuant to their\nterms.\n\n         15.7 Notices. Any notices or other communications required or\npermitted hereunder shall be in writing and personally delivered at the\naddresses designated below, by facsimile transmission to the respective\nfacsimile numbers designated below (with electronic confirmation of\ndelivery), or mailed by registered or certified mail, return receipt\nrequested, postage prepaid, addressed as follows, or to such other address\nor addresses as may hereafter be furnished by one party to the other party\nin compliance with the terms hereof:\n\n         If to the Purchaser, Acquisition Sub or the Surviving Corporation:\n\n                  ScreamingMedia Inc.\n                  601 West 26th Street\n                  13th Floor\n                  New York, New York  10001\n                  Attention:  Kevin C. Clark\n                  (Facsimile No.:  (212) 691-1483)\n\n         With a copy (which shall not constitute notice) to:\n\n                  Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                  Four Times Square\n                  New York, New York  10036\n                  Attention: Thomas H. Kennedy, Esquire\n                  (Facsimile No.:  (212) 735-2000)\n\n         If to the Company (pre-Closing):\n\n                  c\/o Stockpoint, Inc.\n                  2600 Crosspark Road\n                  Coralville, Iowa  52241\n                  Attention: William E. Staib\n                  (Facsimile No.:  (319) 626-5001)\n\n         With a copy (which shall not constitute notice) to:\n\n                  Dorsey &amp; Whitney LLP\n                  220 South Sixth Street\n                  Minneapolis, Minnesota 55402\n                  Attention: Thomas O. Martin, Esquire\n                  (Facsimile No.: (612) 340-8738)\n\n         If to the Stockholder Agent to:\n\n                  Steve Morain\n                  Iowa Farm Bureau Federation\n                  5400 University Avenue\n                  West Des Moines, Iowa  50266\n                  (Facsimile No.: (515) 225-4686)\n\nor to such other address as the Person to whom notice is to be given may\nhave specified in a notice duly given to the sender as provided herein.\nSuch notice, request, claim, demand, waiver, consent, approval, or other\ncommunication shall be deemed to have been given as of the date personally\ndelivered or telefaxed, five Business Days after deposit with the U.S.\nPostal Service if mailed, and, if given by any other means, shall be deemed\ngiven only when actually received by the addressees.\n\n         15.8 Counterparts. This Agreement may be executed in any number of\ncounterparts (which may be by facsimile) each of which, when executed,\nshall be deemed to be an original and all of which together shall be deemed\nto be one and the same instrument.\n\n         15.9 Severability. If any term, provision, covenant or restriction\nof this Agreement is held by a court of competent jurisdiction or other\nauthority to be invalid, void or unenforceable, the remainder of the terms,\nprovisions, covenants and restrictions of this Agreement shall remain in\nfull force and effect and shall in no way be affected, impaired or\ninvalidated so long as the economic or legal substance of the transactions\ncontemplated hereby is not affected in any manner materially adverse to any\nparty. Upon such a determination, the parties shall negotiate in good faith\nto modify this Agreement so as to effect the original intent of the parties\nas closely as possible in an acceptable manner in order that the\ntransactions contemplated hereby be consummated as originally contemplated\nto the fullest extent possible.\n\n                          [Execution Page Follows]\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement\nto be duly executed as of the date first above written.\n\n                                       SCREAMINGMEDIA INC.\n\n\n                                       By:  \/s\/ Kevin C. Clark\n                                            -------------------------------\n                                            Name:  Kevin C. Clark\n                                            Title: Chief Executive Officer\n\n\n                                       SCRM MERGER CORP.\n\n\n                                       By:  \/s\/ David Obstler\n                                            -------------------------------\n                                            Name:  David Obstler\n                                            Title: President\n\n\n                                       STOCKPOINT, INC.\n\n\n                                       By:   \/s\/ William E. Staib\n                                            -------------------------------\n                                            Name:  William E. Staib\n                                            Title: Chief Executive Officer\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8789],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9626],"class_list":["post-43120","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-screaming-mediacom-inc","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\/43120","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=43120"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43120"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43120"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43120"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}