{"id":43131,"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-tmp-wordwide-inc-and-hotjobs-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-tmp-wordwide-inc-and-hotjobs-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-tmp-wordwide-inc-and-hotjobs-com.html","title":{"rendered":"Agreement and Plan of Merger &#8211; TMP Wordwide Inc. and HotJobs.com Ltd."},"content":{"rendered":"<pre> ===============================================================================\n\n\n\n\n\n\n\n\n\n\n                          Agreement and Plan of Merger\n\n                            Dated as of June 29, 2001\n\n                                      among\n\n                               TMP Worldwide Inc.,\n\n                                 TMP Tower Corp.\n\n                                       and\n\n                                HotJobs.com, Ltd.\n\n\n\n\n\n\n\n\n\n================================================================================\n\n\n\n\n\n                                Table of Contents\n\n\n                                                                            Page\nARTICLE I   THE MERGER.......................................................1\n      Section 1.1.  The Merger...............................................1\n                    ----------\n      Section 1.2.  Closing..................................................1\n                    -------\n      Section 1.3.  Effective Time...........................................2\n                    --------------\n      Section 1.4.  Certificate of Incorporation and Bylaws..................2\n                    ---------------------------------------\n      Section 1.5.  Directors and Officers...................................2\n                    ----------------------\n      Section 1.6.  Effects of the Merger....................................2\n                    ---------------------\nARTICLE II  EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE\n      CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES.....................2\n      Section 2.1.  Effect on Capital Stock..................................3\n                    -----------------------\n            (a)  Capital Stock of Sub........................................3\n                 --------------------\n            (b)  Cancellation of Treasury Stock and Parent-Owned Stock.......3\n                 -----------------------------------------------------\n            (c)  Conversion of Company Common Stock..........................3\n                 ----------------------------------\n      Section 2.2.  Exchange of Certificates.................................3\n                    ------------------------\n            (a)  Exchange Agent..............................................3\n                 --------------\n            (b)  Exchange Procedures.........................................4\n                 -------------------\n            (c)  Distributions with Respect to Unexchanged Shares............5\n                 ------------------------------------------------\n            (d)  No Further Ownership Rights in Company Common Stock.........5\n                 ---------------------------------------------------\n            (e)  No Fractional Shares........................................5\n                 --------------------\n            (f)  Withholding Rights..........................................6\n                 ------------------\n            (g)  Termination of Exchange Fund................................6\n                 ----------------------------\n            (h)  No Liability................................................6\n                 ------------\n            (i)  Investment of Exchange Fund.................................6\n                 ---------------------------\n            (j)  Lost Certificates...........................................7\n                 -----------------\n            (k)  Stock Transfer Books........................................7\n                 --------------------\nARTICLE III REPRESENTATIONS AND WARRANTIES...................................7\n      Section 3.1.   Representations and Warranties of the Company...........7\n                     ---------------------------------------------\n            (a)  Organization, Standing and Corporate Power..................7\n                 ------------------------------------------\n            (b)  Subsidiaries................................................8\n                 ------------\n            (c)  Capital Structure...........................................8\n                 -----------------\n            (d)  Authority; Noncontravention.................................9\n                 ---------------------------\n            (e)  Company SEC Documents......................................11\n                 ---------------------\n            (f)  Information Supplied.......................................12\n                 --------------------\n            (g)  Absence of Certain Changes or Events.......................12\n                 ------------------------------------\n            (h)  Litigation.................................................13\n                 ----------\n            (i)  Contracts..................................................13\n                 ---------\n            (j)  Compliance with Laws.......................................14\n                 --------------------\n\n                                       -i-\n\n\n\n\n\n            (k)  Absence of Changes in Benefit Plans........................15\n                 -----------------------------------\n            (l)  ERISA Compliance...........................................15\n                 ----------------\n            (m)  Labor Relations............................................18\n                 ---------------\n            (n)  Taxes......................................................19\n                 -----\n            (o)  No Excess Parachute Payments; No Section 162(m) \n                 ------------------------------------------------\n                  Payments..................................................20\n                  --------\n            (p)  Title to Properties........................................20\n                 -------------------\n            (q)  Intellectual Property......................................20\n                 ---------------------\n            (r)  Voting Requirements........................................21\n                 -------------------\n            (s)  Brokers....................................................22\n                 -------\n            (t)  Opinion of Financial Advisor...............................22\n                 ----------------------------\n            (u)  Accounting Matters.........................................22\n                 ------------------\n            (v)  Certain Business Practices.................................22\n                 --------------------------\n      Section 3.2.  Representations and Warranties of Parent and Sub........22\n                    ------------------------------------------------\n            (a)  Organization, Standing and Corporate Power.................22\n                 ------------------------------------------\n            (b)  Subsidiaries...............................................23\n                 ------------\n            (c)  Capital Structure..........................................23\n                 -----------------\n            (d)  Authority; Noncontravention................................24\n                 ---------------------------\n            (e)  Parent SEC Documents.......................................26\n                 --------------------\n            (f)  Information Supplied.......................................27\n                 --------------------\n            (g)  Absence of Certain Changes or Events.......................27\n                 ------------------------------------\n            (h)  Litigation.................................................27\n                 ----------\n            (i)  Compliance with Laws.......................................27\n                 --------------------\n            (j)  Accounting Matters.........................................28\n                 ------------------\n            (k)  Tax Matters................................................29\n                 -----------\n            (l)  Brokers....................................................29\n                 -------\n            (m)  Labor Relations............................................29\n                 ---------------\n            (n)  No Stockholder Vote........................................29\n                 -------------------\n            (o)  Ownership of Company Capital Stock.........................29\n                 ----------------------------------\n            (p)  Intellectual Property.......................................30\n                 ---------------------\nARTICLE IV  COVENANTS RELATING TO CONDUCT OF BUSINESS.......................31\n      Section 4.1.   Conduct of Business....................................31\n                     -------------------\n            (a)  Conduct of Business by the Company.........................31\n                 ----------------------------------\n            (b)  Conduct of Business by Parent..............................34\n                 -----------------------------\n      Section 4.2.  No Solicitation.........................................35\n                    ---------------\nARTICLE V   ADDITIONAL AGREEMENTS...........................................36\n      Section 5.1.  Preparation of the Form S-4 and the Proxy \n                    ------------------------------------------\n              Statement; Stockholders Meetings..............................36\n              --------------------------------\n      Section 5.2.  Letters of the Company's Accountants....................38\n                    ------------------------------------\n      Section 5.3.  Letters of Parent's Accountants.........................38\n                    -------------------------------\n      Section 5.4.  Access to Information; Confidentiality..................39\n                    --------------------------------------\n      Section 5.5.  Reasonable Best Efforts.................................40\n                    -----------------------\n      Section 5.6.  Stock Options; Employee Benefits........................41\n                    --------------------------------\n      Section 5.7.  Indemnification, Exculpation and Insurance..............43\n                    ------------------------------------------\n   \n                                      -ii-\n\n\n\n\n      Section 5.8.   Fees and Expenses......................................45\n                     -----------------\n      Section 5.9.   Public Announcements...................................46\n                     --------------------\n      Section 5.10.  Affiliates.............................................46\n                     ----------\n      Section 5.11.  Nasdaq Listing.........................................47\n                     --------------\n      Section 5.12.  Pooling of Interests...................................47\n                     --------------------\n      Section 5.14   Publication of Combined Financial Results..............47\n                     -----------------------------------------\n      Section 5.13.  Tax Treatment..........................................47\n                     -------------\n      Section 5.15.  Notices of Certain Events..............................48\n                     -------------------------\n      Section 5.16.  Conveyance Taxes.......................................48\n                     ----------------\n      Section 5.17.  [RESERVED].............................................48\n      Section 5.18.  Voting Agreements......................................48\n                     -----------------\n      Section 5.19.  Section 16 Matters.....................................49\n                     ------------------\nARTICLE VI  CONDITIONS PRECEDENT............................................49\n      Section 6.1.  Conditions to Each Party's Obligation to Effect the \n                    ----------------------------------------------------\n            Merger..........................................................49\n            ------\n            (a)  Stockholder Approval.......................................49\n                 --------------------\n            (b)  Nasdaq Listing.............................................49\n                 --------------\n            (c)  HSR Act....................................................49\n                 -------\n            (d)  No Injunctions or Restraints...............................49\n                 ----------------------------\n            (e)  Form S-4...................................................49\n                 --------\n            (f)  Pooling Letters............................................49\n                 ---------------\n            (g)  No Governmental Litigation.................................49\n                 --------------------------\n            (h)  Governmental and Regulatory Approvals......................50\n                 -------------------------------------\n      Section 6.2.   Conditions to Obligations of Parent and Sub............50\n                     -------------------------------------------\n            (a)  Representations and Warranties.............................50\n                 ------------------------------\n            (b)  Performance of Obligations of the Company..................50\n                 -----------------------------------------\n            (c)  Letters from Company Affiliates............................51\n                 -------------------------------\n            (d)  Consents...................................................51\n                 --------\n            (e)  Tax Opinion................................................51\n                 -----------\n      Section 6.3.   Conditions to Obligation of the Company................51\n                     ---------------------------------------\n            (a)  Representations and Warranties.............................51\n                 ------------------------------\n            (b)  Performance of Obligations of Parent and Sub...............51\n                 --------------------------------------------\n            (c)  Tax Opinion................................................52\n                 -----------\n      Section 6.4.   Frustration of Closing Conditions......................52\n                     ---------------------------------\nARTICLE VII       TERMINATION, AMENDMENT AND WAIVER.........................52\n      Section 7.1.  Termination.............................................52\n                    -----------\n      Section 7.2.  Effect of Termination...................................54\n                    ---------------------\n      Section 7.3.  Amendment...............................................54\n                    ---------\n      Section 7.4.  Extension; Waiver.......................................54\n                    -----------------\nARTICLE VIII      GENERAL PROVISIONS........................................55\n      Section 8.1.  Nonsurvival of Representations and Warranties...........55\n                    ---------------------------------------------\n      Section 8.2.  Notices.................................................55\n                    -------\n      Section 8.3.  Definitions.............................................56\n                    -----------\n      Section 8.4.  Interpretation..........................................57\n                    --------------\n\n                                      -iii-\n\n\n\n\n\n      Section 8.5.  Counterparts............................................58\n                    ------------\n      Section 8.6.  Entire Agreement; Third-Party Beneficiaries.............58\n                    -------------------------------------------\n      Section 8.7.  Governing Law...........................................58\n                    -------------\n      Section 8.8.  Assignment..............................................59\n                    ----------\n      Section 8.9.  Enforcement.............................................59\n                    -----------\n      Section 8.10. Severability............................................59\n                    ------------\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -iv-\n\n\n\n\n\n\n\n\n\n\n\n                                       -v-\n\n\n\n\n\nExhibit 5.10(a)   Form of Company Affiliate Letter\nExhibit 5.10(b)   Form of Parent Affiliate Letter\nExhibit 5.18      Form of Company Voting Agreement\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -vi-\n\n\n\n\n\n                             INDEX OF DEFINED TERMS\n                             ---------------------\n\nDEFINED TERM                                              SECTION\n------------                                              -------\nAdjusted Option                                           5.6(a)\nAffiliate                                                 8.3(a)\nAgreement                                                 Preamble\nBenefit Plans                                             3.1(l)(i)\nBusiness Day                                              8.3(b)\nCertificate of Merger                                     1.3\nCertificates                                              2.2(b)\nClosing                                                   1.2\nClosing Date                                              1.2\nCode                                                      Preamble\nCommonly Controlled Entity                                3.1(l)(i)\nCompany                                                   Preamble\nCompany Common Stock                                      Preamble\nCompany Disclosure Memorandum                             3.1\nCompany Preferred Stock                                   3.1(c)\nCompany Recommendation                                    5.1(b)\nCompany SEC Documents                                     3.1(e)\nCompany Stock Plans                                       5.6(a)\nCompany Stockholder Approval                              3.1(r)\nCompany Stockholders Meeting                              5.1(b)\nCompany Voting Agreement                                  5.18\nConfidentiality Agreement                                 5.4\nDGCL                                                      1.1\nDOJ                                                       5.5(c)\nDow Jones News Release                                    3.1(e)\nEffective Time                                            1.3\nEmployees                                                 5.6(f)\nEnvironmental Laws                                        3.1(j)(ii)\nERISA                                                     3.1(l)(i)\nExchange Act                                              3.1(d)\nExchange Agent                                            2.2(a)\nExchange Fund                                             2.2(a)\nExchange Ratio                                            2.1(c)\nExpenses                                                  5.8(b)\nFiled Company SEC Document                                3.1(e)\nFiled Parent SEC Document                                 3.2(e)\nForm S-4                                                  3.1(f)\nFTC                                                       5.5(c)\n\n                                      -vii-\n\n\n\n\n\nDEFINED TERM                                              SECTION\n------------                                              -------\nGAAP                                                      Preamble\nGovernmental Entity                                       3.1(d)\nHazardous Materials                                       3.1(j)(ii)\nHSR Act                                                   3.1(d)\nIndemnified Party                                         5.7(a)\nIntellectual Property Rights                              3.1(q)\nIRS                                                       3.1(l)(i)\nKnowledge                                                 8.3(c)\nLegal Provisions                                          3.1(j)(i)\nLiens                                                     3.1(d)\nMaterial Adverse Effect                                   8.3(d)\nMaterial Contracts                                        3.1(i)\nMerger                                                    Preamble\nMerger Consideration                                      2.1(c)\nParent                                                    Preamble\nParent Common Stock                                       Preamble\nParent Disclosure Memorandum                              3.2\nParent Preferred Stock                                    3.2(c)\nParent SEC Documents                                      3.2(e)\nParent Stock Issuance                                     3.2(p)\nParent Stock Plans                                        3.2(c)\nPension Plans                                             3.1(l)(i)\nPermits                                                   3.1(j)(i)\nPerson                                                    8.3(e)\nProxy Statement                                           3.1(d)\nRegulatory Law                                            5.5(b)\nRelease                                                   3.1(j)(ii)\nRestraints                                                6.1(d)\nSEC                                                       3.1(d)\nSignificant Subsidiary                                    8.3(f)\nSecurities Act                                            3.1(e)\nStock Option                                              5.6(a)\nSub                                                       Preamble\nSubsidiary                                                8.3(g)\nSuperior Proposal                                         8.3(h)\nSurviving Corporation                                     1.1\nTakeover Proposal                                         4.2(a)\nTax Returns                                               3.1(n)\nTaxes                                                     3.1(n)\nTermination Fee                                           5.8(b)\n\n\n                                     -viii-\n\n\n\n\n\nDEFINED TERM                                              SECTION\n------------                                              -------\nWelfare Plans                                             3.1(l)(i)\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -ix-\n\n\n\n\n\n      AGREEMENT  AND PLAN OF MERGER (this  \"AGREEMENT\"),  dated as of June 29,\n                                            ---------\n2001, among TMP Worldwide Inc., a Delaware corporation (\"PARENT\"), TMP Tower  \n                                                         ------\nCorp.,  a  Delaware  corporation  and  a  newly  formed,  direct,  wholly-owned\nsubsidiary of Parent (\"SUB\"), and HotJobs.com, Ltd., a Delaware corporation (the\n                       ---\n\"COMPANY\").\n -------\n\n      WHEREAS, the respective Boards of Directors of Parent, Sub and the Company\nhave approved and declared advisable this Agreement and the merger of Sub with\nand into the Company (the \"MERGER\"), upon the terms and subject to the\n                           ------                            \nconditions set forth in this Agreement, whereby each issued and outstanding\nshare of common stock, par value $0.01 per share, of the Company (\"COMPANY\n                                                                   -------\nCOMMON STOCK\"), other than Company Common Stock owned by Parent, Sub or the\n------------\nCompany, will be converted into the right to receive common stock, par value\n$0.001 per share, of Parent (\"PARENT COMMON STOCK\") as set forth herein;\n                              -------------------\n\n      WHEREAS, for U.S. Federal income tax purposes, it is intended that the\nMerger shall qualify as a reorganization within the meaning of Section 368(a) of\nthe Internal Revenue Code of 1986, as amended, and the rules and regulations\npromulgated thereunder (the \"CODE\"), and that this Agreement shall be, and is\n                             ----\nhereby, adopted as a plan of reorganization for purposes of Sections 354 and 361\nof the Code; and\n\n      WHEREAS, for financial accounting purposes, it is intended that the Merger\nwill be accounted for as a pooling of interests transaction under generally\naccepted accounting principles (\"GAAP\").\n                                 ----\n\n      NOW, THEREFORE, in consideration of the representations, warranties,\ncovenants and agreements contained in this Agreement and intending to be legally\nbound hereby, the parties hereto agree as follows:\n\n                                    ARTICLE I\n                                   THE MERGER\n\n      Section 1.1. The Merger. Upon the terms and subject to the conditions set\n                   ----------\nforth in this Agreement, and in accordance with the Delaware General Corporation\nLaw (the \"DGCL\"), Sub shall be merged with and into the Company at the Effective\nTime. Following the Effective Time, the separate corporate existence of Sub\nshall cease and the Company shall continue as the surviving corporation (the\n\"SURVIVING CORPORATION\") and shall succeed to and assume all the rights and\n ---------------------\nobligations of Sub in accordance with the DGCL.\n\n      Section 1.2. Closing. The closing of the Merger (the \"CLOSING\") will take\n                   -------                                  -------\nplace at 10:00 a.m. on a date to be specified by the parties (the \"CLOSING\n                                                                   -------\nDATE\"), which shall be no later than the second Business Day after satisfaction\n----\nor waiver (subject to applicable law) of the conditions set forth in ARTICLE VI\n(other than those conditions that by their nature are to be satisfied at the\nClosing, but subject to the satisfaction or waiver of those conditions), at the\noffices of Fulbright &amp; 1\n\n\n\n\nJaworski L.L.P., 666 Fifth Avenue, New York, New York 10103, unless another date\nor place is agreed to by the parties hereto.\n\n      Section 1.3. Effective Time. Subject to the provisions of this Agreement,\n                   --------------\nas soon as practicable on the Closing Date, the parties shall file a certificate\nof merger (the \"CERTIFICATE OF MERGER\") executed in accordance with the relevant\n                ---------------------\nprovisions of the DGCL and shall make all other filings or recordings required\nunder the DGCL. The Merger shall become effective at such time as the\nCertificate of Merger is duly filed with the Secretary of State of the State of\nDelaware, or at such other time as Parent and the Company shall agree and\nspecify in the Certificate of Merger (the time the Merger becomes effective\nbeing the \"EFFECTIVE TIME\").\n           --------------\n\n      Section 1.4.  Certificate of Incorporation and Bylaws.\n                    ---------------------------------------\n\n      (a) The Certificate of Incorporation of the Surviving Corporation shall be\namended in the Merger to read substantially as the Certificate of Incorporation\nof Sub until thereafter amended as provided therein or by applicable law.\n\n      (b) The Bylaws of Sub, as in effect immediately prior to the Effective\nTime, shall be the Bylaws of the Surviving Corporation until thereafter amended\nas provided therein or by applicable law.\n\n      Section 1.5.  Directors and Officers.\n                    ----------------------\n\n      (a) The directors of Sub immediately prior to the Effective Time shall be\nthe directors of the Surviving Corporation, until the earlier of their\nresignation or removal or until their respective successors are duly elected and\nqualified, as the case may be.\n\n      (b) The officers of the Company immediately prior to the Effective Time\nshall be the officers of the Surviving Corporation, until the earlier of their\nresignation or removal or until their respective successors are duly elected and\nqualified, as the case may be.\n\n      Section 1.6. Effects of the Merger. At and after the Effective Time, the\n                   ---------------------\nMerger shall have the effects set forth in the DGCL. Without limiting the\ngenerality of the foregoing, and subject thereto, at the Effective Time all the\nproperty, rights, privileges, powers and franchises of the Company and Merger\nSub shall be vested in the Surviving Corporation, and all debts, liabilities and\nduties of the Company and Merger Sub shall become the debts, liabilities and\nduties of the Surviving Corporation.\n\n\n\n                                   ARTICLE II\n                EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE\n              CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES\n\n\n                                        2\n\n\n\n      Section 2.1. Effect on Capital Stock. As of the Effective Time, by virtue\n                   -----------------------\nof the Merger and without any action on the part of the holder of any shares of\nCompany Common Stock or any shares of capital stock of Parent or Sub:\n\n            (a) Capital Stock of Sub. Each issued and outstanding share of\n                --------------------\n      capital stock of Sub shall be converted into and become one validly\n      issued, fully paid and nonassessable share of common stock, par value $.01\n      per share, of the Surviving Corporation.\n\n            (b) Cancellation of Treasury Stock and Parent-Owned Stock. Each\n                -----------------------------------------------------    \n      share of Company Common Stock that is owned by the Company, Parent or Sub\n      shall automatically be canceled and retired and shall cease to exist, and\n      no Parent Common Stock or other consideration shall be delivered in\n      exchange therefor.\n\n            (c) Conversion of Company Common Stock. Each share of Company Common\n                ----------------------------------\n      Stock issued and outstanding immediately prior to the Effective Time\n      (other than shares to be canceled in accordance with Section 2.1(b)) shall\n      be converted into the right to receive a fraction of a validly issued,\n      fully paid and nonassessable share of Parent Common Stock equal to 0.2195\n      (the \"EXCHANGE RATIO\" and, together with any cash to be paid in lieu of\n            --------------\n      fractional shares of Parent Common Stock to be paid pursuant to Section\n      2.2(e), the \"MERGER CONSIDERATION\").\n                   --------------------\n\n            As of the Effective Time, all such shares of Company Common Stock\n      shall no longer be outstanding and shall automatically be canceled and\n      retired and shall cease to exist, and each holder of a certificate which\n      immediately prior to the Effective Time represented any such shares of\n      Company Common Stock shall cease to have any rights with respect thereto,\n      except the right to receive the Merger Consideration upon surrender of\n      such certificate in accordance with Section 2.2, without interest.\n\n            Notwithstanding the foregoing, if between the date of this Agreement\n      and the Effective Time the outstanding shares of Parent Common Stock or\n      Company Common Stock shall have been changed into a different number of\n      shares or a different class, by reason of the occurrence or record date of\n      any stock dividend, subdivision, reclassification, recapitalization,\n      split, combination, exchange of shares or similar transaction, the\n      Exchange Ratio shall be appropriately adjusted to reflect such stock\n      dividend, subdivision, reclassification, recapitalization, split,\n      combination, exchange or similar transaction.\n\n\n      Section 2.2.  Exchange of Certificates.\n                    ------------------------\n\n            (a) Exchange Agent. As of the Effective Time, Parent shall deposit\n                --------------\n      with The Bank of New York or such other bank or trust company as may be\n      designated by Parent (the \"EXCHANGE AGENT\") and which shall be reasonably\n                                 --------------\n      acceptable to the Company, for the benefit of the holders of shares of\n      Company Common Stock, for exchange in accordance with this ARTICLE II, \n      through the Exchange Agent, certificates representing the shares of \n\n\n                                        3\n\n\n\n\n     \n\n      Parent Common Stock (such shares of Parent Common Stock, together with any\n      dividends or distributions with respect thereto with a record date after\n      the Effective Time and any cash payments in lieu of any fractional shares\n      of Parent Common Stock, being hereinafter referred to as the \"EXCHANGE\n                                                                    --------\n      FUND\") issuable pursuant to Section 2.1 in exchange for outstanding shares\n      ----\n      of Company Common Stock. Parent agrees to make available to the Exchange\n      Agent from time to time, as needed, cash sufficient to pay cash in lieu of\n      fractional shares pursuant to Section 2.2(e) and any dividends and other\n      distributions pursuant to Section 2.2(c).\n\n            (b) Exchange Procedures. As soon as reasonably practicable after the\n                -------------------\n      Effective Time, Parent shall cause the Exchange Agent to mail to each\n      holder of record of a certificate or certificates which immediately prior\n      to the Effective Time represented outstanding shares of Company Common\n      Stock (the \"CERTIFICATES\") whose shares were converted into the right to\n                  ------------\n      receive the Merger Consideration pursuant to Section 2.1(c), (i) a letter\n      of transmittal (which shall specify that delivery shall be effected, and\n      risk of loss and title to the Certificates shall pass, only upon delivery\n      of the Certificates to the Exchange Agent and shall be in such form and\n      have such other provisions as Parent may reasonably specify and shall be\n      reasonably acceptable to the Company) and (ii) instructions for use in\n      surrendering the Certificates in exchange for certificates representing\n      the Merger Consideration. Upon surrender of a Certificate for cancellation\n      to the Exchange Agent, together with such letter of transmittal, duly\n      executed, and such other documents as may reasonably be required by the\n      Exchange Agent, the holder of such Certificate shall be entitled to\n      receive in exchange therefor (x) a certificate representing that number of\n      whole shares of Parent Common Stock which such holder has the right to\n      receive pursuant to the provisions of this ARTICLE II after taking into\n      account all the shares of Company Common Stock then held by such holder\n      under all such Certificates so surrendered, (y) cash in lieu of fractional\n      shares of Parent Common Stock to which such holder is entitled pursuant to\n      Section 2.2(e), and (z) any dividends or other distributions to which such\n      holder is entitled pursuant to Section 2.2(c) (in each case after giving\n      effect to any required withholding taxes), and the Certificate so\n      surrendered shall forthwith be canceled. In the event of a transfer of\n      ownership of Company Common Stock which is not registered in the transfer\n      records of the Company, a certificate representing the proper number of\n      shares of Parent Common Stock may be issued to a Person other than the\n      Person in whose name the Certificate so surrendered is registered, if,\n      upon presentation to the Exchange Agent, such Certificate shall be\n      properly endorsed or otherwise be in proper form for transfer and the\n      Person requesting such issuance shall pay any transfer or other taxes\n      required by reason of the issuance of shares of Parent Common Stock to a\n      Person other than the registered holder of such Certificate or establish\n      to the reasonable satisfaction of Parent that such tax has been paid or is\n      not applicable. Notwithstanding anything to the contrary contained herein,\n      no certificate representing Parent Common Stock or cash in lieu of a\n      fractional share interest shall be delivered to a Person who is a\n      \"affiliate\" (as contemplated by Section 5.10(a) hereof) of the Company\n      unless such affiliate has theretofore executed and delivered to Parent the\n      agreement referred to in Section 5.10(a). Until surrendered as\n      contemplated by this Section 2.2(b), each Certificate shall be deemed at\n      any time after the Effective Time to represent only the right to \n      receive upon such surrender \n\n\n                                        4\n\n\n\n\n\n      the Merger Consideration,  cash in lieu of any fractional shares of Parent\n      Common Stock as contemplated by Section 2.2(e) and any dividends or other \n      distributions to which such holder is entitled pursuant to Section 2.2(c).\n      No interest will be paid or will accrue on any cash payable to holders of\n      Certificates pursuant to Section 2.2(c) or Section 2.2(e).\n\n            (c) Distributions with Respect to Unexchanged Shares. No dividends\n                ------------------------------------------------\n      or other distributions with respect to Parent Common Stock with a record\n      date after the Effective Time shall be paid to the holder of any\n      unsurrendered Certificate with respect to the shares of Parent Common\n      Stock represented thereby, and no cash payment in lieu of fractional\n      shares shall be paid to any such holder pursuant to Section 2.2(e) until\n      the holder of record of such Certificate shall surrender such Certificate\n      in accordance with this ARTICLE II. Subject to the effect of applicable\n      escheat or similar laws, following surrender of any such Certificate,\n      there shall be paid to the record holder of the certificate representing\n      whole shares of Parent Common Stock issued in exchange therefor, without\n      interest, (i) at the time of such surrender, the amount of any cash\n      payable in lieu of a fractional share of Parent Common Stock to which such\n      holder is entitled pursuant to Section 2.2(e) and the amount of dividends\n      or other distributions with a record date after the Effective Time\n      theretofore paid with respect to such whole shares of Parent Common Stock,\n      less the amount of any withholding taxes which may be required thereon,\n      and (ii) at the appropriate payment date, the amount of dividends or other\n      distributions with a record date after the Effective Time but prior to\n      such surrender and a payment date subsequent to such surrender payable\n      with respect to such whole shares of Parent Common Stock, less the amount\n      of any withholding taxes which may be required thereon.\n\n            (d) No Further Ownership Rights in Company Common Stock. All shares\n                ---------------------------------------------------\n      of Parent Common Stock issued upon the surrender for exchange of\n      Certificates in accordance with the terms of this ARTICLE II (including\n      any cash paid pursuant to Section 2.2(c) or Section 2.2(e)) shall be\n      deemed to have been issued (and paid) in full satisfaction of all rights\n      pertaining to the shares of Company Common Stock previously represented by\n      such Certificates, subject, however, to the Surviving Corporation's\n      obligation to pay any dividends or make any other distributions with a\n      record date prior to the Effective Time which may have been declared or\n      made by the Company on such shares of Company Common Stock in accordance\n      with the terms of this Agreement or prior to the date of this Agreement\n      and which remain unpaid at the Effective Time.\n\n            (e)  No Fractional Shares.\n                 --------------------\n\n            (i) No certificates or scrip representing fractional shares of\n      Parent Common Stock shall be issued upon the surrender for exchange of\n      Certificates, no dividend or distribution of Parent shall relate to such\n      fractional share interests and such fractional share interests will not\n      entitle the owner thereof to vote or to any rights of a stockholder of\n      Parent.\n\n                                        5\n\n\n\n\n\n            (ii) Notwithstanding any other provision of this Agreement, each\n      holder of shares of Company Common Stock exchanged pursuant to the Merger\n      who would otherwise have been entitled to receive a fraction of a share of\n      Parent Common Stock (after taking into account all Certificates delivered\n      by such holder) shall receive, in lieu thereof, cash (without interest) in\n      an amount, less the amount of any withholding taxes, as contemplated by\n      Section 2.2(f) below, which may be required thereon, equal to such\n      fractional part of a share of Parent Common Stock multiplied by the per\n      share closing price of Parent Common Stock on the Nasdaq National Market\n      on the Closing Date, as such price is reported by THE WALL STREET JOURNAL\n      (or, if not reported thereby, any other authoritative source).\n\n            (f) Withholding Rights. Each of the Surviving Corporation and Parent\n                ------------------\n      shall be entitled to deduct and withhold from the consideration otherwise\n      payable pursuant to this Agreement to any holder of shares of Company\n      Common Stock such amounts as it is required to deduct and withhold with\n      respect to the making of such payment under the Code and the rules and\n      regulations promulgated thereunder, or any provision of state, local or\n      foreign tax law. To the extent that amounts are so withheld by the\n      Surviving Corporation or Parent, as the case may be, such withheld amounts\n      shall be treated for all purposes of this Agreement as having been paid to\n      the holder of the shares of Company Common Stock in respect of which such\n      deduction and withholding was made by the Surviving Corporation or Parent,\n      as the case may be.\n\n            (g) Termination of Exchange Fund. Any portion of the Exchange Fund\n                ----------------------------\n      which remains undistributed to the holders of the Certificates for six\n      months after the Effective Time shall be delivered to Parent, upon demand,\n      and any holders of the Certificates who have not theretofore complied with\n      this ARTICLE II shall thereafter look only to Parent for, and Parent shall\n      remain liable for, payment of their claim for Merger Consideration, any\n      cash in lieu of fractional shares of Parent Common Stock and any dividends\n      or distributions with respect to Parent Common Stock. Any such portion of\n      the Exchange Fund remaining unclaimed by holders of shares of Company\n      Common Stock immediately prior to such time as such amounts would\n      otherwise escheat to or become property of any Governmental Entity shall,\n      to the extent permitted by law, become the property of the Surviving\n      Corporation free and clear of any claims or interest of any Person\n      previously entitled thereto.\n\n            (h) No Liability. None of Parent, Sub, the Company or the Exchange\n                ------------\n      Agent shall be liable to any Person in respect of any shares of Parent\n      Common Stock (or dividends or distributions with respect thereto) or cash\n      in lieu of fractional shares of Parent Common Stock or cash from the\n      Exchange Fund, in each case delivered to a public official pursuant to any\n      applicable abandoned property, escheat or similar law.\n\n            (i) Investment of Exchange Fund. The Exchange Agent shall invest any\n                ---------------------------\n      cash included in the Exchange Fund, as directed by Parent, on a daily\n      basis, provided that no such investment or loss thereon shall affect the\n      amounts payable or the timing of the amounts \n\n                                        6\n\n\n\n\n\n      payable  pursuant to the  provisions  of this Article II. Any interest and\n      other income resulting from such investments shall be paid to Parent.\n\n            (j) Lost Certificates. If any Certificate shall have been lost,\n                -----------------\n      stolen or destroyed, upon the making of an affidavit of that fact by the\n      Person claiming such Certificate to be lost, stolen or destroyed and, if\n      required by the Surviving Corporation, the posting by such Person of a\n      bond in such reasonable amount as the Surviving Corporation may direct as\n      indemnity against any claim that may be made against it with respect to\n      such Certificate, the Exchange Agent will issue in exchange for such lost,\n      stolen or destroyed Certificate the Merger Consideration and any cash in\n      lieu of fractional shares, and unpaid dividends and distributions on\n      shares of Parent Common Stock deliverable in respect thereof, in each case\n      pursuant to this Agreement.\n\n            (k) Stock Transfer Books. The stock transfer books of the Company\n                --------------------\n      shall be closed immediately upon the Effective Time and there shall be no\n      further registration of transfers of shares of Company Common Stock\n      thereafter on the records of the Company. On or after the Effective Time,\n      any Certificates presented to the Exchange Agent or the Surviving\n      Corporation for any reason shall be converted into the Merger\n      Consideration with respect to the shares of Company Common Stock formerly\n      represented thereby (including any cash in lieu of fractional shares of\n      Parent Common Stock to which the holders thereof are entitled pursuant to\n      Section 2.2(e)) and any dividends or other distributions to which the\n      holders thereof are entitled pursuant to Section 2.2(c).\n\n\n                                   ARTICLE III\n                         REPRESENTATIONS AND WARRANTIES\n\n      Section 3.1. Representations and Warranties of the Company. Except as\n                   ---------------------------------------------\nexpressly set forth in the Filed Company SEC Documents filed since December 31,\n2000 or on the disclosure memorandum delivered by the Company to Parent\nimmediately prior to the execution of this Agreement and initialed on behalf of\nParent and the Company, which disclosure memorandum specifies the section or\nsubsection of this Agreement to which the exception relates (the \"COMPANY \n                                                                  -------\nDISCLOSURE MEMORANDUM\"), the Company represents and warrants to Parent and Sub\n---------------------\nas follows:\n\n            (a) Organization, Standing and Corporate Power. Each of the Company\n                ------------------------------------------\n      and each of its Significant Subsidiaries is a corporation duly organized,\n      validly existing and, to the extent applicable, in good standing under the\n      laws of the jurisdiction in which it is organized and has all requisite\n      corporate power and authority to own, lease and operate its properties and\n      to carry on its business as now being conducted. Each of the Company and\n      each of its Significant Subsidiaries is duly qualified or licensed to do\n      business and, to the extent applicable, is in good standing in each\n      jurisdiction in which the nature of its business or the ownership, leasing\n      or operation of its properties makes such qualification or licensing\n      necessary, other than in such jurisdictions where the failure to be so\n      qualified or licensed \n\n\n                                        7\n\n\n\n\n      individually  or in the aggregate would not reasonably be expected to have\n      a Material  Adverse Effect on the Company.  The Company has made available\n      to Parent prior to the  execution of this  Agreement  complete and correct\n      copies of its Certificate of Incorporation and Bylaws,  and the comparable\n      organizational documents of each of its Significant Subsidiaries,  in each\n      case as amended to the date hereof.\n\n            (b) Subsidiaries. All the outstanding shares of capital stock of, or\n                ------------\n      other equity interests in, each Subsidiary have been validly issued and\n      are fully paid and nonassessable and are owned directly or indirectly by\n      the Company free and clear of all Liens, and free of any restriction on\n      the right to vote, sell or otherwise dispose of such capital stock or\n      other ownership interests. Other than such Subsidiaries of the Company,\n      neither the Company nor any Subsidiary owns a greater than 20% equity\n      interest or similar interest in, or any interest convertible into or\n      exchangeable or exercisable for a greater than 20% equity or similar\n      interest in, any Person. Neither the Company nor any of its Subsidiaries\n      is subject to any obligation or requirement to make any material loan,\n      capital contribution investment or similar expenditure to or in any Person\n      in excess of $500,000 individually or $1,000,000 to all Persons, except\n      for loans, capital contributions, investments or similar expenditures by\n      the Company or any Company Subsidiary to any Company Subsidiary. Except as\n      provided by applicable law, there are no restrictions of any kind which\n      prevent the payment of dividends by any Subsidiary.\n\n            (c) Capital Structure. The authorized capital stock of the Company\n                -----------------\n      consists of 100,000,000 shares of Company Common Stock and 10,000,000\n      shares of preferred stock, par value $.01 per share (\"COMPANY PREFERRED\n                                                            -----------------\n      STOCK\"). At the close of business on June 25, 2001, (i) 37,653,461 shares\n      -----\n      of Company Common Stock were issued and outstanding, none of which shares\n      are subject to restrictions (other than with respect to Rule 144 of the\n      Securities Act) or forfeiture risks, (ii) no shares of Company Common\n      Stock were held by the Company in its treasury, (iii) 7,080,696 shares of\n      Company Common Stock were issuable pursuant to outstanding Company Stock\n      Options, and (iv) no shares of Company Preferred Stock were issued or\n      outstanding. Since June 25, 2001, except as permitted by Section\n      4.1(a)(ii) of this Agreement, (i) there have been no issuances of capital\n      stock of the Company (or securities convertible into or exchangeable or\n      exercisable for such capital stock) other than issuances of Company Common\n      Stock pursuant to the exercise of options outstanding on June 25, 2001\n      under Company Stock Plans, and (ii) no options, warrants, securities\n      convertible into, or commitments with respect to the issuance of shares of\n      Company Common Stock have been issued, granted or made. All outstanding\n      shares of capital stock of the Company are, and all shares which may be\n      issued pursuant to the Company Stock Plans will be, when issued in\n      accordance with the terms thereof, duly authorized, validly issued, fully\n      paid and nonassessable and not subject to preemptive rights. There are no\n      bonds, debentures, notes or other indebtedness of the Company having the\n      right to vote (or convertible into, or exchangeable for, securities having\n      the right to vote) on any matters on which stockholders of the Company may\n      vote. Except (i) as set forth above in this Section 3.1(c), and (ii) for\n      shares of Company Common Stock reserved for issuance \n\n                                        8\n\n\n\n\n      under  any plan or  arrangement  providing  for the  grant of  options  to\n      purchase  shares of Company  Common  Stock to current or former  officers,\n      directors,  employees or consultants of the Company or its Subsidiaries or\n      resulting  from the issuance of shares of Company Common Stock pursuant to\n      Stock  Options  outstanding  as of the close of business on June 25, 2001,\n      (x) there are not issued,  issuable,  reserved for issuance or outstanding\n      (A) any shares of capital stock or other voting securities of the Company,\n      (B) any  securities of the Company  convertible  into or  exchangeable  or\n      exercisable  for  shares  of  capital  stock or voting  securities  of the\n      Company, (C) any warrants,  calls, options or other rights to acquire from\n      the Company or any  Subsidiary  of the Company,  and no  obligation of the\n      Company or any  Subsidiary  of the Company to issue,  any  capital  stock,\n      voting  securities  or  securities  convertible  into or  exchangeable  or\n      exercisable  for capital stock or voting  securities of the Company or (D)\n      stock  appreciation  rights or rights to receive  shares of Company Common\n      Stock on a  deferred  basis  granted  under  the  Company  Stock  Plans or\n      otherwise;  and  (y)  there  are not any  outstanding  obligations  of the\n      Company  or any  Subsidiary  of  the  Company  to  repurchase,  redeem  or\n      otherwise  acquire any such  securities  or to issue,  deliver or sell, or\n      cause to be issued,  delivered or sold, any such  securities.  Neither the\n      Company nor any Subsidiary is a party to any voting agreement with respect\n      to the voting of any such securities.  Except as set forth in this Section\n      3.1(c),  there  are  no  issued,   issuable,   reserved  for  issuance  or\n      outstanding (A) securities of the Company or any Subsidiary of the Company\n      convertible  into or  exchangeable  or  exercisable  for shares of capital\n      stock or other voting securities or ownership  interests in any Subsidiary\n      of the Company,  (B) warrants,  calls,  options or other rights to acquire\n      from the Company or any  Subsidiary  of the Company,  and no obligation of\n      the Company or any Subsidiary of the Company to issue,  any capital stock,\n      voting  securities  or other  ownership  interests  in, or any  securities\n      convertible  into or  exchangeable  or exercisable  for any capital stock,\n      voting securities or ownership interests in, any Subsidiary of the Company\n      or (C)  obligations  of the  Company or any  Subsidiary  of the Company to\n      repurchase, redeem or otherwise acquire any such outstanding securities of\n      Subsidiaries  of the Company or to issue,  deliver or sell, or cause to be\n      issued, delivered or sold, any such securities.  Except as set forth above\n      in this Section 3.1(c),  neither the Company nor any Subsidiary is a party\n      to or bound by any agreement  regarding  any  securities of the Company or\n      any Subsidiary of the Company.\n\n            (d) Authority; Noncontravention. The Company has the requisite\n                ---------------------------\n      corporate power and authority to enter into this Agreement and to\n      consummate the transactions contemplated by this Agreement. The execution\n      and delivery of this Agreement by the Company and the consummation by the\n      Company of the transactions contemplated by this Agreement have been duly\n      authorized by all necessary corporate action on the part of the Company\n      and no other corporate proceedings on the part of the Company are\n      necessary to authorize this Agreement or to consummate the transactions\n      contemplated hereby, subject, in the case of the Merger, to receipt of the\n      Company Stockholder Approval and the filing of the Certificate of Merger.\n      The Board of Directors of the Company has unanimously approved this\n      Agreement, determined that this Agreement and the transactions\n      contemplated hereby are fair to and in the best interests of the Company\n      and its stockholders and declared that the Merger is \n\n\n                                        9\n\n\n\n\n\n      advisable,  provided  that after the date hereof,  the Board of Directors\n      of the Company may withdraw  its  recommendation  as provided in\n      Section 4.2 hereof.  Assuming that the  representation of Parent contained\n      in Section  3.2(n) is correct,  the Board of  Directors of the Company has\n      taken all action  necessary to render  inapplicable,  as it relates to the\n      execution,  delivery and  performance  of this  Agreement  and the Company\n      Voting  Agreements  and the  consummation  of the  Merger  and  the  other\n      transactions  contemplated hereby and thereby, Section 203 of the DGCL. To\n      the  Company's  Knowledge,  except  for  Section  203  of  the  DGCL  (the\n      restrictions of which have been rendered inapplicable),  no state takeover\n      statute  is  applicable  to  this  Agreement,  the  Merger,  or the  other\n      transactions  contemplated hereby or thereby. This Agreement has been duly\n      executed and delivered by the Company and, assuming the due authorization,\n      execution and delivery by each of the other parties  thereto,  constitutes\n      legal, valid and binding  obligations of the Company,  enforceable against\n      the Company in accordance with its terms (except insofar as enforceability\n      may be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,\n      moratorium or other similar laws affecting  creditors' rights generally or\n      by principles governing availability of equitable remedies).\n\n            The execution and delivery of this Agreement does not, and the\n      consummation of the Merger and the other transactions contemplated by this\n      Agreement and compliance with the provisions of this Agreement will not,\n      conflict with, or result in any violation of, or default (with or without\n      notice or lapse of time, or both) under, or give rise to a right of\n      termination, cancellation or acceleration of any obligation or to loss of\n      a benefit under, or result in the creation of any pledge, claim, lien,\n      charge, encumbrance or security interest of any kind or nature whatsoever\n      (collectively, \"LIENS\") in or upon any of the properties or assets of the\n                      -----\n      Company or any Subsidiary of the Company under, (i) the Company's\n      Certificate of Incorporation or Bylaws or the comparable organizational\n      documents of any of its Subsidiaries, (ii) any loan or credit agreement,\n      bond, note, mortgage, indenture, lease or other contract, agreement,\n      obligation, commitment, arrangement, understanding, instrument, permit or\n      license applicable to the Company or any of its Subsidiaries or their\n      respective properties or assets or (iii) subject to the governmental\n      filings and other matters referred to in the following paragraph, any (A)\n      statute, law, ordinance, rule or regulation or (B) judgment, order or\n      decree, in each case applicable to the Company or any of its Subsidiaries\n      or their respective properties or assets, other than, in the case of\n      clauses (ii) and (iii), any such conflicts, violations, defaults, rights,\n      cancellations, accelerations, losses or Liens that individually or in the\n      aggregate would not reasonably be expected to have a Material Adverse\n      Effect on the Company or to prevent or materially delay the consummation\n      of the transactions contemplated by this Agreement.\n\n            No consent, approval, order or authorization of, action by or in\n      respect of, or registration, declaration or filing with, any\n      supranational, national, state, municipal, local or foreign government,\n      any instrumentality, subdivision, court, administrative agency or\n      commission or other authority thereof, or any quasi-governmental or\n      private body exercising any regulatory, taxing, importing or other\n      governmental or quasi-governmental authority (each, a \"GOVERNMENTAL\n                                                             ------------\n      ENTITY\") is required by or with respect to the Company or any of \n\n                                       10\n\n\n\n\n\n      its  Subsidiaries  in  connection  with the execution and delivery of this\n      Agreement by the Company or the  consummation by the Company of the Merger\n      or the other transactions  contemplated by this Agreement,  except for (1)\n      the filing of a  premerger  notification  and report  form by the  Company\n      under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended\n      (the \"HSR ACT\") and any  applicable  filings and  approvals  under similar\n            -------\n      foreign antitrust laws and regulations, (2) the filing with the Securities\n      and Exchange  Commission (the \"SEC\") of (A) a proxy statement  relating to\n                                     ---\n      the meeting of the Company's  stockholders  to be held in connection  with\n      the  Merger  (as  amended or  supplemented  from time to time,  the \"PROXY\n                                                                           -----\n      STATEMENT\")  and (B) such reports under  Section  13(a),  13(d),  15(d) or\n      ---------\n      16(a) of the Securities Exchange Act of 1934 as amended, and the rules and\n      regulations  promulgated  thereunder  (the  \"EXCHANGE  ACT\"),  as  may  be\n                                                   -------------\n      required  in  connection   with  this   Agreement  and  the   transactions\n      contemplated  by this  Agreement,  (3) the  filing of the  Certificate  of\n      Merger  with  the  Secretary  of  State  of  the  State  of  Delaware  and\n      appropriate  documents  with the relevant  authorities  of other states in\n      which the Company is  qualified  to do  business,  (4) such  filings  with\n      Governmental  Entities to satisfy  the  applicable  requirements  of state\n      securities  or  \"blue  sky\" law and (5) such  other  consents,  approvals,\n      orders,  authorizations,   registrations,  declarations  and  filings  the\n      failure of which to be obtained or made  individually  or in the aggregate\n      would not reasonably be expected to have a Material  Adverse Effect on the\n      Company  or to  prevent  or  materially  delay  the  consummation  of  the\n      transactions contemplated by this Agreement.\n\n            (e) Company SEC Documents. The Company has timely filed all reports,\n                ---------------------\n      schedules, forms, statements and other documents (including exhibits and\n      other information incorporated therein) with the SEC required to be filed\n      by the Company since January 1, 1999 (the \"COMPANY SEC DOCUMENTS\"). No\n                                                 ---------------------\n      Company Subsidiary is required to file any form, report, registration\n      statement, prospectus or other document with the SEC. As of their\n      respective dates (and, if amended or superseded by a filing prior to the\n      date of this Agreement or the Closing Date, then on the date of such\n      filing), (i) the Company SEC Documents complied in all material respects\n      with the requirements of the Securities Act of 1933, as amended, and the\n      rules and regulations promulgated thereunder (the \"SECURITIES ACT\") or the\n                                                         --------------\n      Exchange Act, as the case may be, applicable to such Company SEC\n      Documents, and none of the Company SEC Documents contained any untrue\n      statement of a material fact or omitted to state a material fact required\n      to be stated therein or necessary in order to make the statements therein,\n      in light of the circumstances under which they were made, not misleading.\n      The Company SEC Documents filed since December 31, 2000, together with any\n      public announcements in a news release issued by the Dow Jones news\n      service, PR Newswire or any equivalent service (collectively, a \"DOW JONES\n                                                                       ---------\n      NEWS RELEASE\") made by the Company after the date hereof taken as a whole,\n      ------------\n      as of the Effective Time will not contain any untrue statement of a\n      material fact or omit to state a material fact required to be stated\n      therein or necessary to make the statements therein, in light of the\n      circumstances existing as of the Effective Time, not misleading. The\n      financial statements (including the related notes) of the Company included\n      in the Company SEC Documents, as of their respective dates, complied in\n      all material respects with applicable accounting requirements \n\n                                       11\n\n\n\n\n\n      and the published rules and  regulations of the SEC with respect  thereto,\n      were  prepared in  accordance  with GAAP,  applied on a  consistent  basis\n      during  the  periods  involved  (except as may be  indicated  in the notes\n      thereto)  and (except as amended or  superseded  by a filing  prior to the\n      date of this  Agreement)  fairly  presented the financial  position of the\n      Company and its consolidated  Subsidiaries as of the dates thereof and the\n      consolidated  results of their  operations  and cash flows for the periods\n      then  ended  (subject,  in the case of  unaudited  statements,  to  normal\n      year-end  audit  adjustments  not  material in amount).  Except (i) as set\n      forth in the Filed Company SEC Documents  filed since December 31, 2000 or\n      (ii) for the  transactions  contemplated  by this  Agreement,  neither the\n      Company nor any of its  Subsidiaries has any liabilities or obligations of\n      any nature (whether  accrued,  absolute,  contingent or otherwise)  which,\n      individually or in the aggregate,  would  reasonably be expected to have a\n      Material Adverse Effect on the Company. For purposes of this Agreement,  a\n      \"FILED  COMPANY SEC DOCUMENT\"  shall mean a Company SEC Document  filed by\n       ---------------------------\n      the Company and publicly available prior to the date of this Agreement.\n\n            (f) Information Supplied. None of the information to be supplied by\n                --------------------\n      the Company specifically for inclusion or incorporation by reference in\n      the registration statement on Form S-4 to be filed with the SEC by Parent\n      in connection with the issuance of Parent Common Stock in the Merger (the\n      \"Form S-4\") will, at the time the Form S-4 is filed with the SEC, at any\n       --------\n      time it is supplemented or amended or at the time it becomes effective\n      under the Securities Act, contain any untrue statement of a material fact\n      or omit to state any material fact required to be stated therein or\n      necessary to make the statements therein, in light of the circumstances\n      under which they are made, not misleading and the Proxy Statement will\n      not, on the date it is first mailed to the Company's stockholders and at\n      the time of the Company Stockholders Meeting, contain any untrue statement\n      of a material fact or omit to state any material fact required to be\n      stated therein or necessary in order to make the statements therein, in\n      light of the circumstances under which they are made, not misleading,\n      except that no representation or warranty is made by the Company with\n      respect to statements made or incorporated by reference therein based on\n      information supplied by Parent or Sub specifically for inclusion or\n      incorporation by reference in the Proxy Statement. The Proxy Statement\n      will comply in all material respects with the requirements of the Exchange\n      Act, as applicable to the Company, except that no representation or\n      warranty is made by the Company with respect to statements made or\n      incorporated by reference therein based on information supplied by Parent\n      or Sub specifically for inclusion or incorporation by reference in the\n      Proxy Statement.\n\n            (g) Absence of Certain Changes or Events. Except as set forth in the\n                ------------------------------------\n      Filed Company SEC Documents filed after December 31, 2000 and for\n      transactions expressly contemplated or permitted by this Agreement, since\n      December 31, 2000 (i) the Company and its Subsidiaries have conducted\n      their businesses in the ordinary course consistent with past practice and\n      (ii) there has not been a Material Adverse Effect on the Company. Except\n      as set forth in the Filed Company SEC Documents and for actions in the\n      ordinary course of business, since December 31, 2000, neither the Company\n      nor any Company Subsidiary has \n\n                                       12\n\n\n\n\n      taken any action,  or failed to take any  action,  which if such action or\n      failure  occurred during the period from the date of this Agreement to the\n      Effective  Time would  constitute a breach or violation of Section  4.1(a)\n      (i), (ii), (iv), (vi),  (viii),  (ix), (xi),  (xii),  (xiii) or (xiv), and\n      neither  the  Company  nor  any  Company  Subsidiary  has  authorized,  or\n      committed or agreed, to take any of such actions.\n\n            (h) Litigation. There is no suit, action or proceeding pending or,\n                ----------\n      to the Knowledge of the Company, overtly threatened against or affecting\n      the Company or any of its Subsidiaries or any of their respective\n      properties that individually or in the aggregate would reasonably be\n      expected to have a Material Adverse Effect on the Company, nor is there\n      any judgment, decree, injunction, rule, order, action, demand or\n      requirement of any Governmental Entity or arbitrator outstanding against,\n      or, to the Knowledge of the Company, any investigation by any Governmental\n      Entity involving, the Company or any of its Subsidiaries that individually\n      or in the aggregate would reasonably be expected to have a Material\n      Adverse Effect on the Company.\n\n            (i) Contracts. Except as set forth in Section 3.1(i) of the Company\n                ---------\n      Disclosure Memorandum or listed as an exhibit to the Company's Annual\n      Report on Form 10-K for the year ended December 31, 2000, neither the\n      Company nor any Company Subsidiary is a party to, and none of their\n      respective properties or assets are bound by, any \"material contract\" (as\n      such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (the\n      contracts listed in Section 3.1(i) of the Company Disclosure Memorandum\n      being referred to as the \"MATERIAL CONTRACTS\"). Each such Material\n                                ------------------\n      Contract is a valid, binding and enforceable obligation of the Company or\n      its Subsidiaries and, to the Company's Knowledge, of the other party or\n      parties thereto, in accordance with its terms, and in full force and\n      effect, except where the failure to be valid, binding, enforceable and in\n      full force and effect would not reasonably be expected to have a Material\n      Adverse Effect on the Company and to the extent as may be limited by\n      applicable bankruptcy, insolvency, moratorium or other laws affecting the\n      enforcement of creditors' rights generally or by general principles of\n      equity. The Company has not received any notice from any other party to\n      any such Material Contract, and otherwise has no Knowledge that such third\n      party intends to terminate, or not renew, any such Material Contract. As\n      of the date hereof, the Company has made available to Parent true and\n      correct copies of all such contracts. Neither the Company nor any of its\n      Subsidiaries, and, to the Knowledge of the Company, no other party\n      thereto, is in violation of or in default under (nor does there exist any\n      condition which upon the passage of time or the giving of notice or both\n      would cause such a violation of or default under) any loan or credit\n      agreement, bond, note, mortgage, indenture, lease or other contract,\n      agreement, obligation, commitment, arrangement, understanding, instrument,\n      permit or license to which it is a party or by which it or any of its\n      properties or assets is bound, except for violations or defaults that\n      individually or in the aggregate would not reasonably be expected to have\n      a Material Adverse Effect on the Company. Neither the Company nor any of\n      its Subsidiaries is a party to or otherwise bound by any agreement or\n      covenant not to compete or by any agreement or covenant restricting the\n      development, marketing or distribution of the \n\n                                       13\n\n\n\n\n\n      Company's  or its  Subsidiaries'  products  or  services or the conduct of\n      their  businesses  in a manner  that  would be  materially  adverse to the\n      business of the Company and its Subsidiaries taken as a whole.\n\n            (j)  Compliance with Laws.\n                 --------------------\n\n            (i) Each of the Company and its Subsidiaries is in compliance with\n      all statutes, laws, ordinances, rules, regulations, judgments, orders and\n      decrees of any Governmental Entity (other than Environmental Laws)\n      (collectively, \"LEGAL PROVISIONS\") applicable to its business or\n                      ----------------\n      operations, except for instances of noncompliance that individually or in\n      the aggregate would not reasonably be expected to have a Material Adverse\n      Effect on the Company. Since January 1, 1998, neither the Company nor any\n      of its Subsidiaries has received any written notice from any Governmental\n      Entity regarding any actual or possible violation of, or failure to comply\n      with, any Legal Provisions, except for such violations or failures to\n      comply that individually or in the aggregate would not reasonably be\n      expected to have a Material Adverse Effect on the Company. Each of the\n      Company and its Subsidiaries has in effect all approvals, authorizations,\n      certificates, filings, franchises, licenses, notices, permits and rights\n      of or with all Governmental Entities, including all authorizations under\n      Environmental Laws (\"PERMITS\"), necessary for it to own, lease or operate\n                           -------\n      its properties and assets and to carry on its business and operations as\n      now conducted, except for the failure to have such Permits that\n      individually or in the aggregate would not reasonably be expected to have\n      a Material Adverse Effect on the Company. There has occurred no default\n      under, or violation of, any such Permit, except for defaults under, or\n      violations of, Permits that individually or in the aggregate would not\n      reasonably be expected to have a Material Adverse Effect on the Company.\n      The Merger, in and of itself, would not cause the revocation or\n      cancellation of any such Permit that individually or in the aggregate is\n      reasonably likely to have a Material Adverse Effect on the Company.\n\n            (ii) Except for those matters that individually or in the aggregate\n      would not reasonably be expected to have a Material Adverse Effect on the\n      Company: (A) each of the Company and its Subsidiaries is, and has been, in\n      compliance with all applicable Environmental Laws; (B) during the period\n      of ownership or operation by the Company or its Subsidiaries of any of its\n      currently or previously owned, leased or operated properties, no Hazardous\n      Material has been treated or disposed of, and there have been no Releases\n      or threatened Releases of Hazardous Material at, in, on, under or\n      affecting such properties or any contiguous site; (C) prior to the period\n      of ownership or operation by the Company or its Subsidiaries of any of its\n      currently or previously owned, leased or operated properties, to the\n      Knowledge of the Company, no Hazardous Material was treated, stored or\n      disposed of, and there were no Releases of Hazardous Material at, in, on,\n      under or affecting any such property or any contiguous site; and (D)\n      neither the Company nor its Subsidiaries have received any written notice\n      of, or entered into or assumed by contract, judicial or administrative\n      settlement, or operation of law any indemnification obligation, order,\n      settlement or decree relating to: (1) any violation of any Environmental\n      Laws or the institution or pendency of \n\n                                       14\n\n\n\n\n\n      any suit, action,  claim,  proceeding or investigation by any Governmental\n      Entity or any third  party in  connection  with any alleged  violation  of\n      Environmental Laws or any Release of Hazardous Materials, (2) the response\n      to or  remediation  of  Hazardous  Material at or arising  from any of the\n      Company's  or its  Subsidiaries'  activities  or  properties  or any other\n      properties  or  (3)  payment  for  any  response  action  relating  to  or\n      remediation of Hazardous  Material at or arising from any of the Company's\n      or its Subsidiaries' properties,  activities, or any other properties. The\n      term  \"ENVIRONMENTAL  LAWS\" means all applicable  U.S.,  state,  local and\n             -------------------\n      foreign laws, statutes,  treaties, rules, codes, ordinances,  regulations,\n      certificates, orders, directives,  interpretations,  licenses, permits and\n      other  authorizations of any Governmental  Entity and judgments,  decrees,\n      injunctions,  writs,  orders or like  action of any court,  arbitrator  or\n      other  administrative,  judicial or  quasi-judicial  tribunal or agency of\n      competent jurisdiction, including any thereof of the European Community or\n      the  European  Union having the force of law and being  applicable  to the\n      Company or any of its Subsidiaries, dealing with the protection of health,\n      welfare  or  the  environment,   including,  without  limitation,   flood,\n      pollution or disaster laws and health and  environmental  protection  laws\n      and  regulations,   and  all  other  rules  and  regulations   promulgated\n      thereunder  and any  provincial,  municipal,  water  board or other  local\n      statute, law, rule, regulation or ordinance relating to public or employee\n      health, safety or the environment; including all laws relating to Releases\n      to air, water,  land or groundwater,  relating to the withdrawal or use of\n      groundwater,   and   relating  to  the  use,   handling,   transportation,\n      manufacturing,  introduction  into the stream of  commerce  or disposal of\n      Hazardous Materials.\n\n            The term \"Hazardous Materials\" means any chemical, material, liquid,\n                      -------------------\n      gas, substance or waste, whether naturally occurring or man-made, that is\n      prohibited, limited or regulated by or pursuant to an Environmental Law\n      applicable to the Company, any Company Subsidiary or their respective\n      properties.\n\n            The term \"Release\" means the spilling, leaking, discharging,\n                      -------\n      injecting, emitting and\/or disposing and placement of a Hazardous Material\n      in any location that poses a threat thereof.\n\n            (k) Absence of Changes in Benefit Plans. There has not been, since\n                -----------------------------------\n      December 31, 2000, any adoption or amendment in any material respect by\n      the Company or any of its Subsidiaries of any collective bargaining\n      agreement or any Benefit Plan, or any material change in any actuarial or\n      other assumption used to calculate funding obligations with respect to any\n      Pension Plans, or any change in the manner in which contributions to any\n      Pension Plans are made or the basis on which such contributions are\n      determined.\n\n            (l)  ERISA Compliance.\n                 ----------------\n\n            (i) Section 3.1(l)(i) of the Company Disclosure Memorandum contains\n      a list of each pension, retirement, savings, profit sharing, medical,\n      dental, health, disability, life, death benefit, group insurance, deferred\n      compensation, fringe, change in control, retiree, stock \n\n                                       15\n\n\n\n\n\n      option,  stock purchase,  restricted stock, bonus or incentive,  vacation,\n      sick leave,  severance pay, employment or termination,  and other material\n      employee benefit or compensation plan,  arrangement,  contract,  agreement\n      (including  pursuant  to any  collective  bargaining  agreement),  policy,\n      practice or commitment,  whether  formal or informal,  written or oral, in\n      each case that are binding commitments of the Company and its Subsidiaries\n      (but,  for purposes  hereof,  excluding any  non-material  plan or program\n      maintained by the Company or its  Subsidiaries for the benefit of non-U.S.\n      employees),  under  which  (1)  current  or  former  employees,  officers,\n      directors  or  independent  contractors  of  the  Company  or  any  of its\n      Subsidiaries  (or their  beneficiaries)  participate  or are  entitled  to\n      participate by reason of their relationship with the Company or any of its\n      Subsidiaries,  (2) to which the  Company or any of its  Subsidiaries  is a\n      party or a sponsor or a  fiduciary  thereof or by which the Company or any\n      of its  Subsidiaries  (or any of their  rights,  properties  or assets) is\n      currently  bound or (3) with  respect  to which the  Company or any of its\n      Subsidiaries  has  any  obligation  to  make  payments  or  contributions,\n      including,  without  limitation,  all \"employee pension benefit plans\" (as\n      defined in Section 3(2) of the Employee  Retirement Income Security Act of\n      1974,  as amended  (\"ERISA\"))  (sometimes  referred  to herein as \"PENSION\n                           -----                                         -------\n      PLANS\"),  \"employee  welfare benefit plans\" (as defined in Section 3(1) of\n      ----- \n      ERISA)  (sometimes  referred  to herein as  \"WELFARE  PLANS\")  (all of the\n                                                   --------------\n      foregoing  referred to collectively  herein as \"BENEFIT  PLANS\"),  and all\n                                                      --------------\n      other Benefit Plans  maintained,  or contributed  to, by the Company,  its\n      Subsidiaries or any Person or entity that,  together with the Company,  is\n      treated as a single employer under Section 414(b),  (c), (m) or (o) of the\n      Code (a  \"COMMONLY  CONTROLLED  ENTITY\") for the benefit of any current or\n                ----------------------------\n      former officers,  directors,  employees or independent  contractors of the\n      Company and its Subsidiaries (or their beneficiaries)  (including any such\n      plans maintained for current or former foreign employees). The Company has\n      made  available  to Parent true,  complete and correct  copies of (1) each\n      Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions\n      thereof),  (2) the most recent  annual  report on Form 5500 required to be\n      filed with the Internal  Revenue  Service (the \"IRS\") with respect to each\n                                                      ---\n      Benefit  Plan,  (3) the most  recent  summary  plan  description  for each\n      Benefit Plan for which such summary plan  description  is required and (4)\n      each trust  agreement and group annuity  contract  relating to any Benefit\n      Plan. Each Benefit Plan has been  administered in all material respects in\n      accordance  with its terms.  The  Company,  its  Subsidiaries  and all the\n      Benefit  Plans are all in  compliance  in all material  respects  with the\n      applicable  provisions of ERISA,  the Code and all other  applicable Legal\n      Provisions.  Notwithstanding  anything  contained  herein to the contrary,\n      with respect to any Benefit Plan  maintained,  sponsored or contributed to\n      primarily for the benefit of persons  residing and  providing  services to\n      the Company or its  Subsidiaries  outside of the United  States,  the term\n      \"Benefit  Plan\" as used herein shall only include such  non-United  States\n      Benefit  Plans  that are  material  Benefit  Plans of the  Company  or its\n      Subsidiaries.\n\n            (ii) All Pension Plans are the subject of a determination letter\n      from the IRS to the effect that such Pension Plans are qualified (or has\n      time remaining to apply under applicable regulations or IRS pronouncements\n      to make any amendment necessary to obtain a favorable determination or\n      opinion letter) and exempt from United States Federal income taxes under\n\n                                       16\n\n\n\n\n\n      Sections 401(a) and 501(a), respectively, of the Code, and no such\n      determination letter has been revoked nor to the Company's Knowledge, has\n      any event occurred since the date of its most recent determination letter\n      or application therefor that would adversely affect its qualification.\n\n            (iii) Neither the Company nor any Commonly Controlled Entity has (1)\n      at any time in the six years prior to the Closing Date maintained or\n      contributed to any Benefit Plan that is subject to Title IV of ERISA,\n      Section 302 of ERISA or Section 412 of the Code or (2) has any unsatisfied\n      liability under Title IV of ERISA, Section 302 of ERISA, Section 412 of\n      the Code or Section 4980B of the Code. None of the Company, its\n      Subsidiaries, or any Commonly Controlled Entity contributes to a\n      \"multiemployer plan\" as defined in Section 3(37) of ERISA.\n\n            (iv) With respect to any Benefit Plan (other than employment\n      agreements or any other individual contract), there are no understandings,\n      agreements or undertakings, written or oral, that would prevent any such\n      Benefit Plan (including any such plan covering retirees or other former\n      employees, other than agreements with individuals) from being amended or\n      terminated without material liability to the Company on or at any time\n      after the Effective Time.\n\n            (v) No pending or, to the Knowledge of the Company, overtly\n      threatened disputes, lawsuits, claims (other than routine claims for\n      benefits), investigations, audits or complaints to, or by, any Person or\n      Governmental Entity have been filed or are pending with respect to any\n      Benefit Plans of the Company or any of its Subsidiaries in connection with\n      any Benefit Plan or the fiduciaries or administrators thereof that could\n      reasonably be expected to give rise to a material liability. With respect\n      to each Benefit Plan, there has not occurred, and neither the Company, any\n      Subsidiary of the Company, the plan sponsor nor, to the Company's\n      Knowledge, a plan fiduciary that the Company has an obligation to\n      indemnify or is contractually bound to enter into, any nonexempt\n      \"prohibited transaction\" within the meaning of Section 4975 of the Code or\n      Section 406 of ERISA, nor any transaction that would result in a material\n      civil penalty being imposed under Section 409 or 502(i) of ERISA.\n\n            (vi) There are no unfunded liabilities with respect to any Benefit\n      Plan other than those that would not individually or in the aggregate\n      reasonably be expected to have a Material Adverse Effect on the Company.\n\n            (vii) Except as would not reasonably be expected to have a Material\n      Adverse Effect on the Company, all contributions to and payments with\n      respect to or under the Benefit Plans that are required to be made with\n      respect to periods ending on or before the Effective Time have been made\n      or accrued before the Effective Time by the Company in accordance with the\n      appropriate plan documents, financial statements, actuarial report,\n      collective bargaining agreements or insurance contracts or arrangements.\n\n                                       17\n\n \n\n\n\n           (viii) No Welfare Plan providing medical or death benefits (whether\n      or not insured) with respect to current or former employees of the Company\n      or any Subsidiary continues such coverage or provides such benefits beyond\n      their date of retirement or other termination of service (except as\n      required by Code Section 4908B or applicable state healthcare continuation\n      law(s)).\n\n            (ix) The execution of, and performance of the transactions\n      contemplated in, this Agreement will not (either alone or upon the\n      occurrence of any additional or subsequent events) constitute an event\n      under any plan, policy, arrangement or agreement (including under any\n      collective bargaining agreement) or any trust or loan that will or would\n      reasonably be expected to result in any payment (whether of severance pay\n      or otherwise), acceleration of, forgiveness of indebtedness owing from,\n      vesting of, distribution of, or increase in or obligation to fund, any\n      benefits with respect to any current or former employee, director or\n      consultant of the Company.\n\n            (m) Labor Relations. Neither the Company nor any of its Subsidiaries\n                ---------------\n      is a party to, or bound by, any collective bargaining agreement, contract\n      or other agreement or understanding with a labor union or labor\n      organization. There is no pending or, to the Knowledge of the Company,\n      overtly threatened (i) union organizational campaign effort, collective\n      bargaining negotiations, bargaining impasse, implementation of final\n      offer, work-to-rule or intermittent strike or (ii) labor dispute,\n      grievance or arbitration matter, economic or unfair labor practice strike,\n      boycott, work stoppage or slowdown involving, in each case of this clause\n      (ii), a material number of employees of the Company and its Subsidiaries,\n      against the Company or any of its Subsidiaries, no lockout is in effect\n      and no permanent or temporary strike replacements are currently employed\n      at any Company facility. Neither the Company nor any of its Subsidiaries,\n      nor their respective representatives or employees, has committed any\n      unfair labor practices in connection with the operation of the respective\n      businesses of the Company or any of its Subsidiaries, and there is no\n      pending or, to the Knowledge of the Company, threatened charge, complaint,\n      decision, order, notice-posting requirement, settlement agreement or\n      injunctive action or order against the Company or any of its Subsidiaries\n      by the National Labor Relations Board or any similar governmental or\n      adjudicatory agency or court, except in each case as would not reasonably\n      be expected to have a Material Adverse Effect on the Company. The Company\n      and its Subsidiaries have in the past been and are in compliance in all\n      respects with all applicable collective bargaining agreements and Legal\n      Provisions respecting employment, employment practices, employee\n      classification, labor relations, safety and health, wages, hours and terms\n      and conditions of employment, except where the failure to be in compliance\n      would not reasonably be expected to have a Material Adverse Effect on the\n      Company. The Company has complied in all material respects with its\n      payment obligations to all employees of the Company and its Subsidiaries\n      in respect of all wages, salaries, commissions, bonuses, benefits and\n      other compensation due and payable to such employees under any Company or\n      Company Subsidiary policy, practice, agreement, plan, program or any\n      statute or other law. Neither the Company nor any of its Subsidiaries has\n      experienced within the past 12 months \n\n                                       18\n\n\n\n\n      a \"plant closing\" or \"mass layoff\" within the meaning of the Worker\n      Adjustment and Retraining Notification Act, 29 U.S.C. ss.ss. 2101 et seq.\n\n            (n) Taxes. Each of the Company and its Subsidiaries has timely filed\n                -----\n      all Tax Returns required to be filed by it, or requests for extensions to\n      file such Tax Returns have been timely filed and granted and have not\n      expired, and all such filed Tax Returns are complete and accurate in all\n      respects, except for such failures to (i) file, (ii) have extensions\n      granted that remain in effect or (iii) be complete and accurate in all\n      respects, as applicable, as would not individually or in the aggregate,\n      reasonably be expected to have a Material Adverse Effect on the Company.\n      The Company and each of its Subsidiaries has paid (or the Company has paid\n      on its behalf) all Taxes required to be paid by it, except for such\n      failures to pay as would not, individually or in the aggregate, reasonably\n      be expected to have a Material Adverse Effect on the Company. The most\n      recent financial statements contained in the Filed Company SEC Documents\n      reflect an adequate reserve for all Taxes payable by the Company and its\n      Subsidiaries for all taxable periods and portions thereof accrued through\n      the date of such financial statements, except for such failures to reflect\n      such reserves as would not, individually or in the aggregate, reasonably\n      be expected to have a Material Adverse Effect on the Company. No\n      deficiencies for any Taxes have been proposed, asserted or assessed\n      against the Company or any of its Subsidiaries that are not adequately\n      reserved for on the Company's financial statements in accordance with GAAP\n      except for such failures to so reserve as would not, individually or in\n      the aggregate, reasonably be expected to have a Material Adverse Effect on\n      the Company. Except as set forth in Section 3.1(n) of the Company\n      Disclosure Memorandum, no Company income or franchise Tax Return has ever\n      been examined or audited by any Governmental Entity. No requests for\n      waivers of the time to assess any Taxes against the Company or any of its\n      Subsidiaries have been granted that remain in effect. No claim has ever\n      been made in writing by a Governmental Entity in a jurisdiction where the\n      Company or any of its Subsidiaries does not file Tax Returns that it is or\n      may be subject to taxation by that jurisdiction. There are no Liens for\n      Taxes upon any of the assets of the Company or its Subsidiaries except\n      Liens for current Taxes not yet due and payable or for Taxes that are\n      being disputed in good faith by appropriate proceedings and for which\n      appropriate reserves under GAAP exist on the books of the Company. Neither\n      the Company nor any of its Affiliates has taken or agreed to take any\n      action or has Knowledge of any fact or circumstance that is reasonably\n      likely to prevent the Merger from qualifying as a reorganization within\n      the meaning of Section 368(a) of the Code. As used in this Agreement,\n      \"TAXES\" shall include all U.S. Federal, state and local, domestic and\n       -----\n      foreign, income, franchise, property, sales, use, excise and other taxes,\n      of any nature whatsoever, tariffs or similar governmental charges,\n      including any obligations for withholding taxes from payments due or made\n      to any other person, together with all interest, penalties or additions to\n      tax imposed with respect to such amounts and \"TAX RETURNS\" shall include\n                                                    -----------\n      any return, report or similar statement (including attached schedules)\n      required to be filed with respect to any Tax, including, without\n      limitation, any information return, claim for refund, amended return or\n      declaration of estimated Tax.\n\n                                       19\n\n\n\n\n            (o) No Excess Parachute Payments; No Section 162(m) Payments. There\n                --------------------------------------------------------\n      will be no payments or benefits to any \"disqualified individual\" (within\n      the meaning of Section 280G of the Code) that would constitute or result\n      in an \"excess parachute payment\" under Section 280G of the Code as a\n      direct or indirect consequence of the transactions contemplated by this\n      Agreement, including, without limitation, as a result of the acceleration\n      of vesting or exercisability of any options to purchase Company Common\n      Stock held by \"disqualified individuals\" as a direct or indirect\n      consequence of the transactions contemplated by this Agreement. No such\n      Person is entitled to receive any additional payment from the Company, the\n      Surviving Corporation or any other Person in the event that the excise tax\n      of Section 4999(a) of the Code is imposed on such Person. The Benefit\n      Plans and other Company employee compensation arrangements in effect as of\n      the date of this Agreement have been designed so that the disallowance of\n      a deduction under Section 162(m) of the Code for employee remuneration\n      will not apply to any amounts paid or payable by the Company or any of its\n      Subsidiaries under any such plan or arrangement.\n\n            (p) Title to Properties. (i) Each of the Company and its\n                -------------------\n      Subsidiaries has good and marketable title to, or valid leasehold\n      interests in, all its properties and assets except for such as are no\n      longer used or useful in the conduct of its businesses or as have been\n      disposed of in the ordinary course of business and except for failures to\n      have, or defects in title or interests, easements, restrictive covenants\n      and similar encumbrances that individually or in the aggregate would not\n      reasonably be expected to have a Material Adverse Effect on the Company.\n      All such material assets and properties, other than assets and properties\n      in which the Company or any of its Subsidiaries has a leasehold interest,\n      are free and clear of all Liens, except for Liens that individually or in\n      the aggregate would not reasonably be expected to have a Material Adverse\n      Effect on the Company.\n\n            (ii) Each of the Company and its Subsidiaries has complied in all\n      respects with the terms of all leases to which it is a party and under\n      which it is in occupancy, and all such leases are in full force and\n      effect, except for such noncompliance or failure to be in full force and\n      effect that individually or in the aggregate would not reasonably be\n      expected to have a Material Adverse Effect on the Company. Each of the\n      Company and its Subsidiaries enjoys peaceful and undisturbed possession\n      under all such leases, except for failures to do so that individually or\n      in the aggregate are not reasonably likely to have a Material Adverse\n      Effect on the Company.\n\n            (q)  Intellectual Property.\n                 ---------------------\n\n            (i) Each of the Company and its Subsidiaries owns, or is validly\n      licensed or otherwise has the right to use (in each case free and clear of\n      all Liens) all patents, patent applications, trademarks, trademark rights,\n      trade names, trade name rights, service marks, service mark rights,\n      copyrights and other proprietary intellectual property rights and computer\n      programs (collectively, \"INTELLECTUAL PROPERTY RIGHTS\") which if the\n                               ----------------------------\n      Company or its Subsidiaries did not own or validly license or otherwise\n      have the right to use would \n\n                                       20\n\n\n\n\n\n      reasonably be expected to have a Material  Adverse  Effect on the Company.\n      Section 3.1(q) of the Company Disclosure  Memorandum sets forth, as of the\n      date hereof, a list of all granted patents,  pending patent  applications,\n      trademarks  and  applications  therefor owned by the Company or any of its\n      Subsidiaries.  Except  as,  in the  aggregate,  would  not  reasonably  be\n      expected to have a Material Adverse Effect on the Company,  (i) the use of\n      any Intellectual  Property Rights by the Company and its Subsidiaries does\n      not  infringe on or  otherwise  violate the rights of any Person and is in\n      accordance  with any applicable  license  pursuant to which the Company or\n      any Subsidiary of the Company  acquired the right to use any  Intellectual\n      Property Rights; (ii) no Person is challenging or, to the Knowledge of the\n      Company,  infringing on or otherwise violating any right of the Company or\n      any of its Subsidiaries  with respect to any  Intellectual  Property Right\n      owned by and\/or  licensed  to the Company or its  Subsidiaries;  and (iii)\n      neither the Company nor any of its  Subsidiaries  has received any written\n      notice  or  otherwise  has  Knowledge  of  any  pending  claim,  order  or\n      proceeding  with respect to any  Intellectual  Property  Right used by the\n      Company and its Subsidiaries and to its Knowledge no Intellectual Property\n      Right owned and\/or  licensed by the Company or its  Subsidiaries  is being\n      used or enforced in a manner that would  reasonably  be expected to result\n      in the abandonment,  cancellation or unenforceability of such Intellectual\n      Property Right.  The Company has no Knowledge that the use of its material\n      Intellectual  Property  Rights  in the  business  of the  Company  and its\n      Subsidiaries as presently  conducted or as presently  contemplated does or\n      will  infringe  (i) any granted  patent or existing  trademark or (ii) any\n      patent granted from a pending patent application.\n\n            (ii) The execution, delivery and performance of this Agreement by\n      the Company and the consummation by the Company of the transactions\n      contemplated hereby will not (A) constitute a breach by the Company or its\n      Subsidiaries of any instrument or agreement governing any Company\n      Intellectual Property Rights, (B) pursuant to the terms of any license or\n      agreement relating to any Company Intellectual Property Rights, cause the\n      modification of any terms of any such license or agreement, including but\n      not limited to the modification of the effective rate of any royalties or\n      other payments provided for in any such license or agreement, (C) cause\n      the forfeiture or termination of any Company Intellectual Property Rights\n      under the terms thereof, (D) give rise to a right of forfeiture or\n      termination of any Company Intellectual Property Rights under the terms\n      thereof or (E) impair the right of the Company, its Subsidiaries, the\n      Surviving Corporation or Parent to make, have made, offer for sale, use,\n      sell, export or license any Company Intellectual Property Rights or\n      portion thereof pursuant to the terms thereof, except in each case for\n      those matters that individually or in the aggregate would not reasonably\n      be expected to have a Material Adverse Effect on the Company.\n\n            (r) Voting Requirements. The affirmative vote of a majority of the\n                -------------------\n      outstanding shares of Company Common Stock to adopt this Agreement (the\n      \"COMPANY STOCKHOLDER APPROVAL\") is the only vote of the holders of any\n       ----------------------------\n      class or series of the Company's capital stock necessary to adopt this\n      Agreement and approve the transactions contemplated hereby.\n\n                                       21\n\n\n\n\n\n            (s) Brokers. No broker, investment banker, financial advisor or\n                -------\n      other Person, other than Lazard Freres &amp; Co., LLC, the fees and expenses\n      of which will be paid by the Company, is entitled to any broker's,\n      finder's, financial advisor's or other similar fee or commission in\n      connection with the transactions contemplated by this Agreement based upon\n      arrangements made by or on behalf of the Company.\n\n            (t) Opinion of Financial Advisor. The Company has received the\n                ----------------------------\n      opinion of Lazard Freres &amp; Co., LLC, dated the date hereof, to the effect\n      that, as of such date, the Exchange Ratio is fair from a financial point\n      of view to the holders of shares of Company Common Stock.\n\n            (u) Accounting Matters. Neither the Company nor any of its\n                ------------------\n      Affiliates has taken or agreed to take any action or has Knowledge of any\n      fact or circumstance that is reasonably likely to prevent Parent from\n      accounting for the business combination to be effected by the Merger as a\n      pooling of interests. The Company's management has consulted with and has\n      made representations to its advisors regarding the Company's management's\n      conclusion that the Merger will qualify as a pooling of interests business\n      combination. Based upon the Company's management's consultations with its\n      advisors, nothing has come to the Company's management's attention that\n      would preclude the Merger from qualifying as a pooling of interests\n      business combination, subject to the occurrence of any events between (i)\n      the initiation and the consummation of the Merger and (ii) for a period of\n      two years subsequent to the consummation of the Merger that would preclude\n      Parent from accounting for the Merger as a pooling of interests business\n      combination.\n\n            (v) Certain Business Practices. Neither the Company nor any of its\n                --------------------------\n      Subsidiaries nor (to the Knowledge of the Company) any director, officer,\n      agent or employee of the Company or any of its Subsidiaries has, in\n      connection with the conduct of the business of the Company and its\n      Subsidiaries, (i) used any funds for unlawful contributions, gifts,\n      entertainment or other unlawful expenses relating to political activity,\n      (ii) made any unlawful payment to foreign or domestic government officials\n      or employees or to foreign or domestic political parties or campaigns or\n      violated any provision of the Foreign Corrupt Practices Act of 1977, as\n      amended, or (iii) made any other unlawful payment.\n\n      Section 3.2. Representations and Warranties of Parent and Sub. Except as\n                   ------------------------------------------------\nexpressly set forth in the Filed Parent SEC Documents filed since December 31,\n2000 or on the disclosure memorandum delivered by Parent to the Company\nimmediately prior to the execution of this Agreement and initialed on behalf of\nthe Company and Parent, which disclosure memorandum specifies the section or\nsubsection of this Agreement to which the exception relates (the \"PARENT\n                                                                  ------\nDISCLOSURE MEMORANDUM\"), Parent and Sub represent and warrant to the Company as\n---------------------\nfollows:\n\n            (a) Organization, Standing and Corporate Power. Each of Parent and\n                ------------------------------------------\n      each of its Subsidiaries is a corporation duly organized, validly existing\n      and, to the extent applicable, in good standing under the laws of the\n      jurisdiction in which it is organized and has all \n\n                                       22\n\n\n\n\n\n      requisite  corporate  power and  authority  to own,  lease and operate its\n      properties  and to carry on its business as now being  conducted.  Each of\n      Parent  and each of its  Significant  Subsidiaries  is duly  qualified  or\n      licensed to do business and, to the extent applicable, is in good standing\n      in each jurisdiction in which the nature of its business or the ownership,\n      leasing  or  operation  of its  properties  makes  such  qualification  or\n      licensing necessary, other than in such jurisdictions where the failure to\n      be so qualified or licensed  individually  or in the  aggregate  would not\n      reasonably be expected to have a Material Adverse Effect on Parent. Parent\n      has made available to the Company prior to the execution of this Agreement\n      complete  and  correct  copies of its  Certificate  of  Incorporation  and\n      Bylaws,  and  the  comparable  organizational  documents  of  each  of its\n      Significant Subsidiaries, in each case as amended to the date hereof.\n\n            (b) Subsidiaries. All the outstanding shares of capital stock of, or\n                ------------\n      other equity interests in, each Subsidiary have been validly issued and\n      are fully paid and nonassessable and are owned directly or indirectly by\n      Parent free and clear of all Liens, and free of any restriction on the\n      right to vote, sell or otherwise dispose of such capital stock or other\n      ownership interests. Other than such Subsidiaries of Parent, neither\n      Parent nor any Subsidiary owns a greater than 20% equity interest or\n      similar interest in, or any interest convertible into or exchangeable or\n      exercisable for a greater than 20% equity or similar interest in, any\n      Person. Neither the Parent nor any of its Subsidiaries is subject to any\n      obligation or requirement to make any material loan, capital contribution\n      investment or similar expenditure to or in any Person, except for loans,\n      capital contributions, investments or similar expenditures by Parent or\n      any Parent Subsidiary to any Parent Subsidiary. Except as provided by\n      applicable law, there are no restrictions of any kind which prevent the\n      payment of dividends by any Subsidiary.\n\n            Parent owns all the outstanding capital stock of Sub. Sub was formed\n      solely for the purpose of effecting the Merger and, since the date of its\n      incorporation, Sub has not engaged in any activities and has not incurred\n      any liabilities or obligations other than in connection with its formation\n      and in connection with or as contemplated by this Agreement.\n\n            (c) Capital Structure. The authorized capital stock of Parent\n                -----------------\n      consists of 1,500,000,000 shares of Parent Common Stock 39,000,000 shares\n      of Parent Class B Common Stock and 1,000,000 shares of Preferred Stock,\n      par value $.001 per share (\"PARENT PREFERRED STOCK\"). At the close of\n                                  ----------------------\n      business on June 25, 2001, (i) 103,820,962 shares of Parent Common Stock\n      were issued and outstanding, (ii) 4,762,000 shares of Parent Class B\n      Common Stock were issued and outstanding, (iii) no shares of Parent Common\n      Stock were held by Parent in its treasury, (iv) 16,536,718 shares of\n      Parent Common Stock were issuable pursuant to outstanding Parent Stock\n      Options, (v) no shares of Preferred Stock were issued or outstanding, and\n      (vi) no shares of 10.5% cumulative preferred stock, par value $10.00 per\n      share, were issued and outstanding. All outstanding shares of capital\n      stock of Parent Common Stock are, and all shares of Parent Common Stock\n      which may be issued pursuant \n\n                                       23\n\n\n\n\n\n      to this  Agreement  will be,  when  issued  in  accordance  with the terms\n      hereof, duly authorized,  validly issued, fully paid and nonassessable and\n      not  subject to  preemptive  rights.  As of the date  hereof  there are no\n      bonds, debentures,  notes or other indebtedness of Parent having the right\n      to vote (or convertible into, or exchangeable  for,  securities having the\n      right to vote) on any  matters on which  stockholders  of Parent may vote.\n      Except (i) as set forth above in this Section 3.2(c),  and (ii) for shares\n      of Parent Common Stock reserved for issuance under any plan or arrangement\n      providing  for the grant of options to  purchase  shares of Parent  Common\n      Stock to current or former officers,  directors,  employees or consultants\n      of Parent or its Subsidiaries (the \"PARENT STOCK PLANS\") or resulting from\n                                          ------------------\n      the issuance of shares of Parent Common Stock pursuant to options or other\n      benefits issued or granted pursuant to the Parent Stock Plans  outstanding\n      as of the close of  business on June 25,  2001,  as of the date hereof (x)\n      there are not issued,  issuable,  reserved for issuance or outstanding (A)\n      any shares of capital stock or other voting securities of Parent,  (B) any\n      securities of Parent  convertible  into or exchangeable or exercisable for\n      shares of capital stock or voting securities of Parent,  (C) any warrants,\n      calls,  options  or other  rights to  acquire  from  Parent or any  Parent\n      Subsidiary, and no obligation of Parent or any Parent Subsidiary to issue,\n      any capital stock,  voting  securities or securities  convertible  into or\n      exchangeable  or  exercisable  for capital  stock or voting  securities of\n      Parent, or (D) any stock  appreciation  rights or rights to receive shares\n      of Parent Common Stock on a deferred  basis granted under the Parent Stock\n      Purchase  Plans  or  otherwise;  and (y)  there  are  not any  outstanding\n      obligations of Parent or any Parent  Subsidiary to  repurchase,  redeem or\n      otherwise  acquire any such  securities  or to issue,  deliver or sell, or\n      cause to be issued, delivered or sold, any such securities. Neither Parent\n      nor any  Significant  Subsidiary is a party to any voting  agreement  with\n      respect to the voting of any such securities.  Except as set forth in this\n      Section  3.2(c)  and in the Joint  Venture  Agreement  among  Parent,  TMP\n      Worldwide Pty Limited,  Monster.com A&amp;NZ Pty Limited, ninemsn Pty Limited,\n      Turustar  Pty  Limited  and  Clycal  Pty  Limited,  there  are no  issued,\n      issuable, reserved for issuance or outstanding (A) securities of Parent or\n      any Parent  Significant  Subsidiary  convertible  into or  exchangeable or\n      exercisable  for shares of capital  stock or other  voting  securities  or\n      ownership  interests in any Parent Significant  Subsidiary,  (B) warrants,\n      calls,  options or other rights to acquire from Parent or any  Significant\n      Subsidiary  of  Parent,  and no  obligation  of Parent or any  Significant\n      Subsidiary of Parent to issue,  any capital  stock,  voting  securities or\n      other  ownership  interests  in,  or any  securities  convertible  into or\n      exchangeable  or exercisable for any capital stock,  voting  securities or\n      ownership  interests  in,  any  Significant  Subsidiary  of  Parent or (C)\n      obligations  of  Parent  or  any  Significant   Subsidiary  of  Parent  to\n      repurchase, redeem or otherwise acquire any such outstanding securities of\n      the Significant  Subsidiaries  of Parent or to issue,  deliver or sell, or\n      cause to be issued, delivered or sold, any such securities.\n\n            (d) Authority; Noncontravention. Each of Parent and Sub has all\n                ---------------------------\n      requisite corporate power and authority to enter into this Agreement and\n      to consummate the transactions contemplated by this Agreement. The\n      execution and delivery of this Agreement and the consummation of the\n      transactions contemplated by this Agreement have been duly authorized by\n      all necessary corporate action on the part of Parent and Sub and no other\n\n                                       24\n\n\n\n\n\n      corporate proceedings on the part of Parent or Sub are necessary to\n      authorize this Agreement or to consummate the transactions contemplated\n      hereby, subject, in the case of the Merger, to the filing of the\n      Certificate of Merger. The Board of Directors of each of Parent and Sub\n      have unanimously approved this Agreement, determined that this Agreement\n      and the transactions contemplated hereby are fair to and in the best\n      interests of Parent and Sub and their respective stockholders and declared\n      that the Merger is advisable. This Agreement has been duly executed and\n      delivered by Parent and Sub, as applicable, and, assuming the due\n      authorization, execution and delivery by each of the other parties\n      thereto, constitute legal, valid and binding obligations of Parent and\n      Sub, as applicable, enforceable against Parent and Sub, as applicable, in\n      accordance with its terms (except insofar as enforceability may be limited\n      by applicable bankruptcy, insolvency, reorganization, moratorium or other\n      similar laws affecting creditors' rights generally or by principles\n      governing availability of equitable remedies).\n\n            The execution and delivery of this Agreement does not, and the\n      consummation of the Merger and the other transactions contemplated by this\n      Agreement and compliance with the provisions of this Agreement will not,\n      conflict with, or result in any violation of, or default (with or without\n      notice or lapse of time, or both) under, or give rise to a right of\n      termination, cancellation or acceleration of any obligation or to loss of\n      a benefit under, or result in the creation of any Lien in or upon any of\n      the properties or assets of Parent or any of its Subsidiaries under (i)\n      the Certificate of Incorporation or Bylaws of Parent or the comparable\n      organizational documents of any of its Subsidiaries, (ii) any loan or\n      credit agreement, bond, note, mortgage, indenture, lease or other\n      contract, agreement, obligation, commitment, arrangement, understanding,\n      instrument, permit or license applicable to Parent or any of its\n      Subsidiaries or their respective properties or assets or (iii) subject to\n      the governmental filings and other matters referred to in the following\n      paragraph, any (A) statute, law, ordinance, rule or regulation or (B)\n      judgment, order or decree, in each case applicable to Parent or any of its\n      Subsidiaries or their respective properties or assets, other than, in the\n      case of clauses (ii) and (iii), any such conflicts, violations, defaults,\n      rights, cancellations, accelerations, losses or Liens that individually or\n      in the aggregate would not reasonably be expected to have a Material\n      Adverse Effect on Parent or to prevent or materially delay the\n      consummation of the transactions contemplated by this Agreement.\n\n            No consent, approval, order or authorization of, action by or in\n      respect of, or registration, declaration or filings with, any Governmental\n      Entity is required by or with respect to Parent or any of its Subsidiaries\n      in connection with the execution and delivery of this Agreement by Parent\n      and Sub or the consummation by Parent and Sub of the Merger or the other\n      transactions contemplated by this Agreement, except for (1) the filing of\n      a premerger notification and report form under the HSR Act and any\n      applicable filings and approvals under similar foreign antitrust laws and\n      regulations, (2) the filing with the SEC of (A) the Form S-4 and (B) such\n      reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as\n      may be required in connection with this Agreement or the Company Voting\n      Agreements and the transactions contemplated by this Agreement or the\n      Company Voting \n\n                                       25\n\n\n\n\n\n      Agreements, (3) the filing of the Certificate of Merger with the Secretary\n      of State of the  State of  Delaware  and  appropriate  documents  with the\n      relevant  authorities  of other states in which the Parent is qualified to\n      do business,  (4) such filings with  Governmental  Entities to satisfy the\n      applicable  requirements of state  securities or \"blue sky\" laws, (5) such\n      filings with and approvals of Nasdaq to permit the shares of Parent Common\n      Stock  that are to be issued  pursuant  to the  Merger to be traded on the\n      Nasdaq  National Market and (6) such other  consents,  approvals,  orders,\n      authorizations,  registrations,  declarations  and  filings the failure of\n      which to be obtained or made  individually or in the aggregate,  would not\n      reasonably be expected to have a Material  Adverse  Effect on Parent or to\n      prevent  or  materially   delay  the   consummation  of  the  transactions\n      contemplated by this Agreement.\n\n            (e) Parent SEC Documents. Except as listed in Section 3.2(c) of the\n                --------------------\n      Parent Disclosure Memorandum, Parent has timely filed all reports,\n      schedules, forms, statements and other documents (including exhibits and\n      other information incorporated therein) with the SEC required to be filed\n      by the Parent since January 1, 1999 (the \"PARENT SEC DOCUMENTS\"). No\n                                                --------------------\n      Parent Subsidiary is required to file any form, report, registration\n      statement, prospectus or other document with the SEC. As of their\n      respective dates (and, if amended or superseded by a filing prior to the\n      date of this Agreement or the Closing Date, then on the date of such\n      filing), the Parent SEC Documents complied in all material respects with\n      the requirements of the Securities Act or the Exchange Act, as the case\n      may be and none of the Parent SEC Documents contained any untrue statement\n      of a material fact or omitted to state a material fact required to be\n      stated therein or necessary in order to make the statements therein, in\n      light of the circumstances under which they were made, not misleading. The\n      Parent SEC Documents filed since December 31, 2000, together with any\n      public announcements in a Dow Jones News Release made by Parent after the\n      date hereof taken as a whole, as of the Effective Time will not contain\n      any untrue statement of a material fact or omit to state a material fact\n      required to be stated therein or necessary to make the statements therein,\n      in light of the circumstances existing as of the Effective Time, not\n      misleading. The financial statements (including the related notes) of\n      Parent included in the Parent SEC Documents, as of their respective dates,\n      complied in all material respects with applicable accounting requirements\n      and the published rules and regulations of the SEC with respect thereto,\n      were prepared in accordance with GAAP applied on a consistent basis during\n      the periods involved (except as may be indicated in the notes thereto) and\n      (except as amended or superseded by a filing prior to the date of this\n      Agreement) fairly presented the financial position of Parent and its\n      consolidated Subsidiaries as of the dates thereof and the consolidated\n      results of their operations and cash flows for the periods then ended\n      (subject, in the case of unaudited statements, to normal year-end audit\n      adjustments not material in amount). Except (i) as set forth in the Parent\n      SEC Documents filed since December 31, 2000 and (ii) for liabilities set\n      forth in this Agreement, neither Parent nor any of its Subsidiaries has\n      any liabilities or obligations of any nature (whether accrued, absolute,\n      contingent or otherwise) which, individually or in the aggregate, would\n      reasonably be expected to have a Material Adverse Effect on Parent. For\n      purposes of this Agreement, a \"FILED PARENT SEC \n                                     ----------------\n\n\n                                       26\n\n\n\n\n      DOCUMENT\" shall mean a Parent SEC Document filed by Parent and publicly\n      -------- \n      available prior to the date of this Agreement.\n\n            (f) Information Supplied. None of the information supplied or to be\n                --------------------\n      supplied by Parent or Sub specifically for inclusion or incorporation by\n      reference in the Form S-4 will, at the time the Form S-4 is filed with the\n      SEC, at any time it is supplemented or amended or at the time it becomes\n      effective under the Securities Act, contain any untrue statement of a\n      material fact or omit to state any material fact required to be stated\n      therein or necessary to make the statements therein, in light of the\n      circumstances under which they are made, not misleading. The Form S-4 will\n      comply in all material respects with the requirements of the Securities\n      Act and the Exchange Act, respectively, in each case as applicable to\n      Parent and Sub, except that no representation or warranty is made by\n      Parent or Sub with respect to statements made or incorporated by reference\n      therein based on information supplied by the Company specifically for\n      inclusion or incorporation by reference in the Form S-4.\n\n            (g) Absence of Certain Changes or Events. Except as set forth in the\n                ------------------------------------         \n      Filed Parent SEC Documents filed after December 31, 2000 and for\n      transactions contemplated or permitted by this Agreement, since December\n      31, 2000 (i) Parent and its Subsidiaries have conducted their businesses\n      in the ordinary course consistent with past practice and (ii) there has\n      not been a Material Adverse Effect on Parent. Except as set forth in the\n      Filed Parent SEC Documents and for actions in the ordinary course of\n      business, since December 31, 2000, neither Parent nor any Parent\n      Subsidiary has taken any action, or failed to take any action, which if\n      such action or failure occurred during the period from the date of this\n      Agreement to the Effective Time would constitute a breach or violation of\n      Section 4.1(b), and neither Parent nor any Parent Subsidiary has\n      authorized, or committed or agreed, to take any of such actions.\n\n            (h) Litigation. There is no suit, action or proceeding pending or,\n                ----------\n      to the Knowledge of Parent, overtly threatened against or affecting Parent\n      or any of its Subsidiaries or any of their respective properties that\n      individually or in the aggregate would reasonably be expected to have a\n      Material Adverse Effect on Parent, nor is there any judgment, decree,\n      injunction, rule, order, action, demand or requirement of any Governmental\n      Entity or arbitrator outstanding against, or, to the Knowledge of Parent,\n      any investigation by any Governmental Entity involving, Parent or any of\n      its Subsidiaries that individually or in the aggregate would reasonably be\n      expected to have a Material Adverse Effect on Parent.\n\n            (i) Compliance with Laws. (i) Each of Parent and its Subsidiaries is\n                --------------------\n      in compliance with all Legal Provisions applicable to its business or\n      operations, except for instances of noncompliance that individually or in\n      the aggregate would not reasonably be expected to have a Material Adverse\n      Effect on Parent. Since January 1, 1998, neither Parent nor any of its\n      Subsidiaries has received any written notice from any Governmental Entity\n      regarding any actual or possible violation of, or failure to comply with,\n      any Legal Provisions, except for such violations or failures to comply\n      that individually or in the aggregate would not \n\n                                       27\n\n\n\n\n      reasonably be expected to have a Material  Adverse Effect on Parent.  Each\n      of Parent and its Subsidiaries has in effect all Permits  necessary for it\n      to own,  lease or operate  its  properties  and assets and to carry on its\n      business and operations as now  conducted,  except for the failure to have\n      such Permits that individually or in the aggregate would not reasonably be\n      expected to have a Material  Adverse Effect on Parent.  There has occurred\n      no default  under,  or violation of, any such Permit,  except for defaults\n      under,  or violations  of, Permits that  individually  or in the aggregate\n      would not  reasonably  be  expected to have a Material  Adverse  Effect on\n      Parent.  The Merger,  in and of itself,  would not cause the revocation or\n      cancellation  of any such Permit that  individually or in the aggregate is\n      reasonably likely to have a Material Adverse Effect on Parent.\n\n            (ii) Except for those matters that individually or in the aggregate\n      would not reasonably be expected to have a Material Adverse Effect on\n      Parent: (A) each of Parent and its Subsidiaries is, and has been, in\n      compliance with all applicable Environmental Laws; (B) during the period\n      of ownership or operation by Parent or its Subsidiaries of any of its\n      currently or previously owned, leased or operated properties, no Hazardous\n      Material has been treated or disposed of, and there have been no Releases\n      or threatened Releases of Hazardous Material at, in, on, under or\n      affecting such properties or any contiguous site; (C) prior to the period\n      of ownership or operation by Parent or its Subsidiaries of any of its\n      currently or previously owned, leased or operated properties, to the\n      Knowledge of Parent, no Hazardous Material was treated, stored or disposed\n      of, and there were no Releases of Hazardous Material at, in, on, under or\n      affecting any such property or any contiguous site; and (D) neither Parent\n      nor its Subsidiaries have received any written notice of, or entered into\n      or assumed by contract, judicial or administrative settlement, or\n      operation of law any indemnification obligation, order, settlement or\n      decree relating to: (1) any violation of any Environmental Laws or the\n      institution or pendency of any suit, action, claim, proceeding or\n      investigation by any Governmental Entity or any third party in connection\n      with any alleged violation of Environmental Laws or any Release of\n      Hazardous Materials, (2) the response to or remediation of Hazardous\n      Material at or arising from any of Parent's or its Subsidiaries'\n      activities or properties or any other properties or (3) payment for any\n      response action relating to or remediation of Hazardous Material at or\n      arising from any of Parent's or its Subsidiaries' properties, activities,\n      or any other properties.\n\n            (j) Accounting Matters. Neither Parent nor any of its Affiliates has\n                ------------------\n      taken or agreed to take any action that would prevent Parent from\n      accounting for the business combination to be effected by the Merger as a\n      pooling of interests. Parent's management has consulted with and has made\n      representations to its advisors regarding Parent's management's conclusion\n      that the Merger will qualify as a pooling of interests business\n      combination. Based upon Parent's management's consultations with its\n      advisors, nothing has come to Parent's management's attention that would\n      preclude the Merger from qualifying as a pooling of interests business\n      combination, subject to the occurrence of any events between (i) the\n      initiation and the consummation of the Merger and (ii) for a period of two\n      years subsequent \n\n                                       28\n\n\n\n\n      to  the  consummation  of the  Merger  that  would  preclude  Parent  from\n      accounting for the Merger as a pooling of interests business combination.\n\n            (k) Tax Matters. Each of Parent and its Subsidiaries has timely\n                -----------\n      filed all Tax Returns required to be filed by it, or requests for\n      extensions to file such Tax Returns have been timely filed and granted and\n      have not expired, and all such filed Tax Returns are complete and accurate\n      in all respects, except for such failures to (i) file, (ii) have\n      extensions granted that remain in effect or (iii) be complete and accurate\n      in all respects, as applicable, as would not, individually or in the\n      aggregate, reasonably be expected to have a Material Adverse Effect on\n      Parent. Parent and each of its Subsidiaries has paid (or Parent has paid\n      on its behalf) all Taxes required to be paid by it, except for such\n      failures to pay as would not, individually or in the aggregate, reasonably\n      be expected to have a Material Adverse Effect on Parent. The most recent\n      financial statements contained in the Filed Parent SEC Documents reflect\n      an adequate reserve for all Taxes payable by Parent and its Subsidiaries\n      for all taxable periods and portions thereof accrued through the date of\n      such financial statements, except for such failures to reflect such\n      reserves as would not, individually or in the aggregate, reasonably be\n      expected to have a Material Adverse Effect on Parent. Neither Parent nor\n      any of its Affiliates have taken or agreed to take any action or has\n      Knowledge of any fact or circumstance that is reasonably likely to prevent\n      the Merger from qualifying as a reorganization within the meaning of\n      Section 368(a) of the Code.\n\n            (l) Brokers. No broker, investment banker, financial advisor or\n                -------\n      other Person, other than Deutsche Banc Alex. Brown, the fees and expenses\n      of which will be paid by Parent, is entitled to any broker's, finder's,\n      financial advisors or other similar fee or commission in connection with\n      the transactions contemplated by this Agreement based upon arrangements\n      made by or on behalf of Parent.\n\n            (m) Labor Relations. There is no pending or, to the knowledge of\n                ---------------\n      Parent, overtly threatened union organizational campaign effort,\n      collective bargaining negotiations, bargaining impasse, implementation of\n      final offer, boycott, work stoppage, slowdown, work-to-rule or\n      intermittent strike against Parent or any of its Subsidiaries, no lockout\n      is in effect and no permanent or temporary strike replacements are\n      currently employed at any Parent facility, in each case except as would\n      not be reasonably expected to have a Material Adverse Effect on Parent.\n\n            (n) No  Stockholder  Vote. No vote of the  stockholders  of Parent\n                ---------------------\n      is  necessary  to  approve  the  issuance  of  Parent  Common  Stock  in\n      connection with the Merger.\n\n            (o) Ownership of Company Capital Stock. Neither Parent nor Sub is,\n                ----------------------------------\n      nor at any time during the last three years has it been, an \"interested\n      stockholder\" of the Company as defined in Section 203 of the DGCL (other\n      than as contemplated by this Agreement). Neither Parent nor Sub owns\n      (directly or indirectly, beneficially or of record) or is a party to any\n      agreement, arrangement or understanding for the purpose of acquiring,\n      holding, voting or \n\n                                       29\n\n\n\n\n\n      disposing of, in each case, any shares of capital stock of the Company\n      (other than as contemplated by this Agreement).\n\n            (p)  Intellectual Property.\n                 ---------------------\n\n            (i) Each of the Parent and its Subsidiaries owns, or is validly\n      licensed or otherwise has the right to use (in each case free and clear of\n      all Liens) all Intellectual Property Rights which if the Parent or its\n      Subsidiaries did not own or validly license or otherwise have the right to\n      use would reasonably be expected to have a Material Adverse Effect on the\n      Parent. Except as, in the aggregate, would not reasonably be expected to\n      have a Material Adverse Effect on the Parent, (i) the use of any\n      Intellectual Property Rights by the Parent and its Subsidiaries does not\n      infringe on or otherwise violate the rights of any Person and is in\n      accordance with any applicable license pursuant to which the Parent or any\n      Subsidiary of the Parent acquired the right to use any Intellectual\n      Property Rights; (ii) no Person is challenging or, to the Knowledge of the\n      Parent, infringing on or otherwise violating any right of the Parent or\n      any of its Subsidiaries with respect to any Intellectual Property Right\n      owned by and\/or licensed to the Parent or its Subsidiaries; and (iii)\n      neither the Parent nor any of its Subsidiaries has received any written\n      notice or otherwise has Knowledge of any pending claim, order or\n      proceeding with respect to any Intellectual Property Right used by the\n      Parent and its Subsidiaries and to its Knowledge no Intellectual Property\n      Right owned and\/or licensed by the Parent or its Subsidiaries is being\n      used or enforced in a manner that would reasonably be expected to result\n      in the abandonment, cancellation or unenforceability of such Intellectual\n      Property Right. The Parent has no Knowledge that the use of its material\n      Intellectual Property Rights in the business of the Parent and its\n      Subsidiaries as presently conducted or as presently contemplated does or\n      will infringe (i) any granted patent or existing trademark or (ii) any\n      patent granted from a pending patent application.\n\n            (ii) The execution, delivery and performance of this Agreement by\n      the Parent and the consummation by the Parent of the transactions\n      contemplated hereby will not (A) constitute a breach by the Parent or its\n      Subsidiaries of any instrument or agreement governing any Parent\n      Intellectual Property Rights, (B) pursuant to the terms of any license or\n      agreement relating to any Parent Intellectual Property Rights, cause the\n      modification of any terms of any such license or agreement, including but\n      not limited to the modification of the effective rate of any royalties or\n      other payments provided for in any such license or agreement, (C) cause\n      the forfeiture or termination of any Parent Intellectual Property Rights\n      under the terms thereof, (D) give rise to a right of forfeiture or\n      termination of any Parent Intellectual Property Rights under the terms\n      thereof or (E) impair the right of the Parent or its Subsidiaries to make,\n      have made, offer for sale, use, sell, export or license any Parent\n      Intellectual Property Rights or portion thereof pursuant to the terms\n      thereof, except in each case for those matters that individually or in the\n      aggregate would not reasonably be expected to have a Material Adverse\n      Effect on the Parent.\n\n\n                                       30\n\n\n\n\n                                   ARTICLE IV\n                    COVENANTS RELATING TO CONDUCT OF BUSINESS\n\n      Section 4.1.   Conduct of Business.\n                     -------------------\n\n      (a) Conduct of Business by the Company. During the period from the date of\n          ----------------------------------\nthis Agreement to the Effective Time, or the date, if any, on which this\nAgreement is earlier terminated pursuant to Section 7.1, and except as may be\nagreed in writing by Parent, as may be expressly permitted pursuant to this\nAgreement or as set forth in Section 4.1 of the Company Disclosure Memorandum,\nthe Company shall, and shall cause its Subsidiaries to, carry on their\nrespective businesses in the ordinary course consistent with past practice and\nin compliance in all material respects with all applicable Legal Provisions and,\nto the extent consistent therewith, use all commercially reasonable efforts to\npreserve intact its current business organizations, keep available the services\nof its current officers and key employees and preserve its relationships with\ncustomers, suppliers, licensors, licensees, distributors and others having\nbusiness dealings with them with the intention that its goodwill and ongoing\nbusiness shall be preserved. Without limiting the generality of the foregoing,\nduring the period from the date of this Agreement to the Effective Time, or the\ndate, if any, on which this Agreement is earlier terminated pursuant to Section\n7.1, and except as may be agreed in writing by Parent, as may be expressly\npermitted pursuant to this Agreement or as set forth in Section 4.1 of the\nCompany Disclosure Memorandum, the Company shall not, and shall not permit any\nof its Subsidiaries to:\n\n            (i) (A) declare, set aside or pay any dividends on, or make any\n      other distributions (whether in cash, stock or property), in respect of,\n      any of its capital stock, other than dividends or distributions by a\n      direct or indirect wholly owned Subsidiary of the Company to its parent,\n      (B) split, combine or reclassify any of its capital stock or amend the\n      terms of any outstanding securities (including Stock Options) or (C)\n      purchase, redeem or otherwise acquire any shares of its capital stock or\n      any other securities;\n\n            (ii) issue, deliver, sell, grant, pledge or otherwise encumber or\n      subject to any Lien any shares of its capital stock, any other securities\n      convertible into or exercisable or exchangeable for, or any rights,\n      warrants or options to acquire, any such shares or securities (other than\n      the issuance of shares of Company Common Stock upon the exercise of Stock\n      Options outstanding on the date hereof or permitted to be granted after\n      the date hereof as set forth in Section 4.1 of the Company's Disclosure\n      Memorandum and in accordance with their terms on the date hereof) or any\n      \"phantom\" stock, \"phantom\" stock rights, stock appreciation rights or\n      stock based performance units;\n            (iii) amend its  Certificate of  Incorporation  or Bylaws or other\n      comparable charter or organizational documents;\n\n            (iv) acquire or agree to acquire by merging or consolidating with,\n      or by purchasing assets of, or by any other manner, any Person or\n      division, business or equity interest of any \n\n\n                                       31\n\n\n\n\n\n      Person except for purchases of assets in the ordinary course of business\n      which do not constitute the purchase of a Person's business;\n\n            (v) except in the ordinary course of business, sell, lease, license,\n      mortgage or otherwise encumber or subject to any Lien or otherwise dispose\n      of any of its properties or assets (including securitizations);\n\n            (vi) (A) except for borrowings under the Company's existing credit\n      facilities, incur any indebtedness for borrowed money or guarantee any\n      such indebtedness of another Person, issue or sell any debt securities or\n      warrants or other rights to acquire any debt securities of the Company or\n      any of its Subsidiaries, guarantee any debt securities of another Person,\n      enter into any \"keep well\" or other agreement to maintain any financial\n      statement condition of another Person or enter into any arrangement having\n      the economic effect of any of the foregoing or (B) make any loans,\n      advances or capital contributions to, or investments in, any other Person,\n      other than in the ordinary course of business or to or in any direct or\n      indirect wholly-owned Subsidiary of the Company (or any foreign\n      Subsidiary of the Company with nominal non-Company ownership);\n\n            (vii) make or agree to make any new capital expenditure (including\n      leases) or enter into any agreement or agreements providing for payments\n      which are in excess of $100,000 individually or $500,000 in the aggregate,\n      excluding capital expenditures or agreements provided for or contemplated\n      by the capital budgets approved by the Company's Board of the Directors\n      prior to the date hereof (copies of which have been provided to Parent);\n\n            (viii) (A) pay, discharge, settle or satisfy any claims,\n      liabilities, obligations or litigation (absolute, accrued, asserted or\n      unasserted, contingent or otherwise) in excess of $100,000 individually\n      and $250,000 in the aggregate, other than the payment, discharge,\n      settlement or satisfaction in the ordinary course of business or in\n      accordance with their terms, of liabilities disclosed, reflected or\n      reserved against in the most recent consolidated financial statements (or\n      the notes thereto) of the Company included in the Filed Company SEC\n      Documents or incurred since the date of such financial statements in the\n      ordinary course of business, or (B) cancel any indebtedness in excess of\n      $10,000 individually and $50,000 in the aggregate, other than in the\n      ordinary course of business;\n\n            (ix) modify, amend or terminate any Material Contract to which the\n      Company or any of its Subsidiaries is a party in a manner that would\n      reasonably be expected to have a Material Adverse Effect on the Company;\n\n            (x) enter into any contract, agreement, binding arrangement or\n      understanding that would be a Material Contract, other than pursuant to\n      any such contracts, agreements, arrangements or understandings currently\n      in place (that have been disclosed in writing to Parent prior to the date\n      hereof) in accordance with their terms as of the date hereof;\n\n\n                                       32\n\n\n\n\n\n            (xi) except as otherwise set forth in this Agreement or as required\n      to comply with applicable Legal Provisions or contractual commitments\n      existing as of the date hereof, (A) adopt, enter into, terminate or amend\n      in any material respect (I) any collective bargaining agreement or Benefit\n      Plan or (II) any other agreement, plan or policy involving the Company or\n      its Subsidiaries, and one or more of its current or former directors,\n      officers, or other executive employees, (B) increase in any manner the\n      compensation, bonus or fringe or other benefits of, or pay any bonus to,\n      any current or former officer, director or employee, other than in the\n      case of employees who are neither current nor former officers or\n      directors, increases made in connection with normal periodic reviews and\n      related compensation and benefit increases which are consistent with past\n      practice, (C) pay any benefit or amount not required under any Benefit\n      Plan, (D) increase in any manner the severance or termination pay of any\n      current or former director, officer or other executive employee, (E) enter\n      into or amend any employment, deferred compensation, consulting,\n      severance, termination or indemnification agreement, arrangement or\n      understanding with any current or former officer, director or other\n      executive employee, (F) grant any awards under any bonus, incentive,\n      performance or other compensation plan or arrangement or Benefit Plan\n      (including the grant of stock options, stock appreciation rights,\n      performance units, restricted stock, \"phantom\" stock or other stock\n      related awards), or remove any existing restrictions in any Benefit Plans\n      or agreements or awards made thereunder, (G) amend or modify any Stock\n      Option, (H) take any action to fund or in any other way secure the payment\n      of compensation or benefits under any employee plan, agreement, contract\n      or arrangement or Benefit Plan, or (I) take any action to accelerate the\n      vesting of payment of any compensation or benefit under any Benefit Plan;\n\n            (xii)  except as required by GAAP,  make any change in  accounting\n      methods, principles or practices;\n\n            (xiii) transfer or license to any Person or otherwise extend, amend\n      or modify any rights to the Intellectual Property Rights of the Company\n      and its Subsidiaries, other than in the ordinary course of business or\n      pursuant to any contracts, agreements, arrangements or understandings\n      currently in place (that have been disclosed in writing to Parent prior to\n      the date of this Agreement);\n\n            (xiv) take any action (including any action otherwise permitted by\n      this Section 4.1(a)) that would reasonably be expected to prevent the\n      Merger from qualifying as a \"pooling of interests\" for accounting purposes\n      or as a \"reorganization\" under Section 368(a) of the Code;\n\n            (xv) enter into any hedging, option, derivative or other similar\n      transaction of any foreign exchange position or contract for the exchange\n      of currency other than in the ordinary course of business and consistent\n      with past practice;\n\n            (xvi) [RESERVED];\n\n\n                                       33\n\n\n\n        \n\n            (xvii) take any action that would reasonably be expected to prevent,\n      impair or materially delay the ability of the Company, Parent or Sub to\n      consummate the transactions contemplated by this Agreement;\n\n            (xviii) (A) change any material tax election; (B) change any annual\n      tax accounting period or method of tax accounting in any material respect;\n      (C) file any amended Tax Return; (D) enter into any closing agreement\n      relating to any material Tax; (E) settle any material Tax claim or\n      assessment or (F) surrender any right to claim a material Tax refund or to\n      any extension or waiver of the limitations period applicable to any\n      material Tax claim or assessment; or\n\n            (xix)  authorize,   or  commit  or  agree  to  take,  any  of  the\n      foregoing actions.\n\n      (b) Conduct of Business by Parent. During the period from the date of this\n          -----------------------------\nAgreement to the Effective Time or the date, if any, on which this Agreement is\nearlier terminated pursuant to Section 7.1, and except as may be agreed in\nwriting by the Company, or as may be contemplated by this Agreement or Section\n4.1(b) of the Parent Disclosure Memorandum, (i) Parent shall and shall cause its\nSubsidiaries to carry on their respective businesses in the ordinary course\nconsistent with past practice and in compliance in all material respects with\nall applicable Legal Provisions and, to the extent consistent therewith, use all\ncommercially reasonable efforts to preserve intact its current business\norganizations, keep available the services of its current officers and key\nemployees and preserve its relationships with customers, suppliers, licensors,\nlicensees, distributors and others having business dealings with them with the\nintention that its goodwill and ongoing business shall be preserved. Parent\nshall not, and shall not permit any of its Subsidiaries to:\n\n            (i) (A) declare, set aside or pay any dividends on, or make any\n      other distributions (whether in cash, stock or property), in respect of,\n      any of its capital stock, other than dividends or distributions by a\n      direct or indirect wholly owned Subsidiary of Parent to its parent, or (B)\n      split, combine or reclassify any of its capital stock;\n\n            (ii) amend its Certificate of  Incorporation  or other  comparable\n      charter or organizational documents;\n\n            (iii) except as required by GAAP,  make any changes in  accounting\n      methods, principles or practices;\n\n            (iv) take any action that would reasonably be expected to prevent,\n      impair or materially delay the ability of the Company, Parent or Sub to\n      consummate the transactions contemplated by this Agreement;\n\n            (v) take any action (including any action otherwise permitted by\n      this Section 4.1(b)) that would reasonably be expected to prevent the\n      Merger from qualifying as a \"pooling of interests\" for accounting purposes\n      or as a \"reorganization\" under Section 368(a) of the Code;\n\n\n                                       34\n\n\n\n\n\n            (vi) cause Sub to engage in any activities or incur any liabilities\n      or obligations other than in connection with or as contemplated by this\n      Agreement; or\n\n            (vii)  authorize,   or  commit  or  agree  to  take,  any  of  the\n      foregoing actions.\n\n      Section 4.2.  No Solicitation.\n                    ---------------\n\n      (a) The Company agrees that neither it nor any of its Subsidiaries nor any\nof the officers and directors of the Company or its Subsidiaries shall, and that\nit shall use its reasonable best efforts to cause its and its Subsidiaries'\nemployees, agents and representatives (including any investment banker, attorney\nor accountant retained by the Company or any of its Subsidiaries) not to,\ndirectly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate\nany inquiries or the making of any proposal or offer with respect to, or a\ntransaction to effect, a merger, reorganization, share exchange, consolidation,\nbusiness combination, recapitalization, liquidation, dissolution or similar\ntransaction involving it or any of its Significant Subsidiaries (or any group of\nSubsidiaries which taken together could constitute a Significant Subsidiary), or\nany purchase or sale of 15% or more of the consolidated assets (including stock\nof its Subsidiaries) of the Company and its Subsidiaries, taken as a whole, or\nany purchase or sale of, or tender or exchange offer for, its equity securities\nthat, if consummated, would result in any Person (or the stockholders of such\nPerson) beneficially owning securities representing 15% or more of its total\nvoting power (or of the surviving parent entity in such transaction) or the\nvoting power of any of its Significant Subsidiaries (any such proposal, offer or\ntransaction (other than a proposal or offer made by Parent or an Affiliate\nthereof) a \"TAKEOVER PROPOSAL\"), (ii) have any discussion with or provide any\n            -----------------\nconfidential information or data to any Person relating to a Takeover Proposal,\nor engage in any negotiations concerning a Takeover Proposal, or knowingly\nfacilitate any effort or attempt to make or implement a Takeover Proposal, (iii)\napprove or recommend, or propose publicly to approve or recommend, any Takeover\nProposal or (iv) approve or recommend, or propose to approve or recommend, or\nexecute or enter into, any letter of intent, agreement in principle, merger\nagreement, acquisition agreement, option agreement or other similar agreement or\npropose publicly or agree to do any of the foregoing related to any Takeover\nProposal.\n\n      (b) Notwithstanding anything in this Agreement to the contrary, the\nCompany (and its Board of Directors) shall be permitted to (i) comply with\napplicable law (including Rule 14d-9 and Rule 14e-2 promulgated under the\nExchange Act) with regard to a Takeover Proposal or make any other disclosure to\nthe Company's stockholders if, in the good faith judgment of the Company, after\ntaking into account the advice of outside counsel, failure to so disclose would\nbe inconsistent with applicable law (and any such disclosure shall not be deemed\na change, amendment or modification in the Company's (or its Board of\nDirectors') recommendation to the stockholders of the Company), (ii) change its\nrecommendation to its stockholders or (iii) engage in discussions or\nnegotiations with, or provide any information to any Person in response to, an\nunsolicited bona fide written Takeover Proposal by such Person that did not\nresult from a breach of Section 4.1(a) if and only to the extent \n\n\n                                       35\n\n\n\n\n\nthat, in any such case referred to in clause (ii) or (iii), (A) the Company\nStockholders Meeting shall not have occurred, (B) (I) in the case of clause (ii)\nabove, it has received an unsolicited bona fide written Takeover Proposal from a\nthird party that did not result from a breach of Section 4.1(a) and its Board of\nDirectors  concludes in good faith that such  Takeover  Proposal  constitutes  a\nSuperior  Proposal and such  withdrawal is in connection with the termination of\nthis  Agreement in accordance  with the provisions of Section 7.1(f) and (II) in\nthe case of clause (iii) above,  its Board of Directors  concludes in good faith\nthat  there  is a  reasonable  likelihood  that  such  Takeover  Proposal  could\nconstitute a Superior  Proposal and (C) prior to providing  any  information  or\ndata to any Person or entering into discussions or negotiations with any Person,\nit notifies Parent promptly of such inquiries,  proposals or offers received by,\nany such  information  requested  from, or any such  discussions or negotiations\nsought to be initiated or continued with, any of its representatives indicating,\nin connection  with such notice,  the name of such Person and the material terms\nand conditions of any inquiries, proposals or offers and enters into a customary\nand reasonable  confidentiality  agreement no less favorable to the Company than\nthe  Confidentiality  Agreement.  The Company  agrees that it will promptly keep\nParent reasonably  informed of the status and terms of any inquiries,  proposals\nor offers and the status and terms of any discussions or negotiations, including\nthe  identity  of the Person  making  such  inquiry,  proposal or offer and will\ndeliver to Parent the  information  delivered  to such  Person to the extent not\npreviously  provided to Parent.  The Company agrees that it will, and will cause\nits officers,  directors and  representatives to, immediately cease and cause to\nbe terminated any  activities,  discussions or  negotiations  existing as of the\ndate of this Agreement with any Person (other than the parties hereto) conducted\nheretofore with respect to any Takeover Proposal, and Parent agrees that no such\nprior  activity  shall  be  considered   solicitation  of  a  Takeover  Proposal\nhereunder.  The  Company  agrees  that it will use  reasonable  best  efforts to\npromptly   inform  its   directors,   officers,   key   employees,   agents  and\nrepresentatives  of the  obligations  undertaken  in this Section  4.2.  Without\nlimiting the foregoing,  it is understood that any violation of the restrictions\nset forth in this  Section  4.2 by any officer or director of the Company or any\nof its  Subsidiaries  or any  investment  banker,  attorney or other  advisor or\nrepresentative  of the Company or any of its  Subsidiaries,  whether or not such\nPerson is purporting to act on behalf of the Company or any of its  Subsidiaries\nor otherwise, shall be deemed to be a breach of this Section 4.2 by the Company.\nNothing in this Section 4.2 shall (i) permit  Parent or the Company to terminate\nthis Agreement  (except as specifically  provided in Article VII) or (ii) affect\nor limit any other  obligation  of Parent or the  Company  under this  Agreement\nexcept as explicitly provided herein.  Notwithstanding  anything to the contrary\nin this  Agreement,  if requested  by a third  party,  the Company may waive any\n\"standstill\" or similar provisions in favor of the Company in any agreement with\nsuch third party if the Board of Directors  reasonably  believes that there is a\nreasonable likelihood that third party will submit a bona fide Takeover Proposal\nthat could  constitute  a Superior  Proposal,  and any such waiver  shall not be\nconstrued as a breach of this Section 4.2.\n\n\n                                    ARTICLE V\n                              ADDITIONAL AGREEMENTS\n\n      Section  5.1.  Preparation  of the Form S-4 and the  Proxy  Statement;  \n                     -------------------------------------------------------\nStockholders Meetings\n---------------------\n\n\n                                       36\n\n\n\n\n\n      (a) As soon as practicable following the date of this Agreement, the\nCompany and Parent shall prepare and file with the SEC the Proxy Statement and\nParent shall prepare and file with the SEC the Form S-4, in which the Proxy\nStatement will be included as a prospectus. Subject to Section 4.2, each of the\nCompany and Parent shall use its reasonable best efforts to (i) have the Form\nS-4 declared effective under the Securities Act as promptly as practicable after\nsuch filing and (ii) cause the Proxy Statement to be mailed to the Company's\nstockholders as promptly as practicable after the Form S-4 is declared effective\nunder the Securities Act. Parent shall also take any action (other than\nqualifying to do business in any jurisdiction in which it is not now so\nqualified or to file a general consent to service of process) required to be\ntaken under any applicable state securities laws in connection with the issuance\nof Parent Common Stock in the Merger and upon the exercise of Adjusted Options,\nand the Company shall furnish all information concerning the Company and the\nholders of Company Common Stock as may be reasonably requested in connection\nwith any such action. The Form S-4 and the Proxy Statement shall comply as to\nform in all material respects with the applicable provisions of the Securities\nAct and the Exchange Act. The Company and Parent shall, as promptly as\npracticable after receipt thereof, provide the other party copies of any written\ncomments and advise the other party of any oral comments, with respect to the\nProxy Statement received from the SEC. Parent shall provide the Company with a\nreasonable opportunity to review and comment on any amendment or supplement to\nthe Form S-4 prior to filing such with the SEC, and shall provide the Company\nwith a copy of all such filings made with the SEC. Notwithstanding any other\nprovision herein to the contrary, no amendment or supplement (including by\nincorporation by reference) to the Proxy Statement or the Form S-4 shall be made\nwithout the approval of both parties, which approval shall not be unreasonably\nwithheld or delayed; PROVIDED, that with respect to documents filed by a party\nwhich are incorporated by reference in the Form S-4 or Proxy Statement, this\nright of approval shall apply only with respect to information relating to the\nother party or its business, financial condition or results of operations or the\ntransactions contemplated by this Agreement. No filing of, or amendment or\nsupplement to, the Form S-4 shall be made by Parent, or to the Proxy Statement\nshall be made by the Company, without providing the other party the opportunity\nto review and comment thereon. Parent shall advise the Company, promptly after\nit receives notice thereof, of the time when the Form S-4 has become effective,\nthe issuance of any stop order, the suspension of the qualification of Parent\nCommon Stock issuable in connection with the Merger for offering or sale in any\njurisdiction, or any request by the SEC for amendment of the Form S-4 or\ncomments thereon and responses thereto or requests by the SEC for additional\ninformation. Each party shall advise the other party, promptly after it receives\nnotice thereof, of any request by the SEC for amendment of the Proxy Statement\nor the Form S-4 or comments thereon and responses thereto or requests by the SEC\nfor additional information. If at any time prior to the Effective Time any\ninformation relating to the Company or Parent, or any of their respective\nAffiliates, officers or directors, should be discovered by the Company or Parent\nwhich should be set forth in an amendment or supplement to any of the Form S-4\nor the Proxy Statement, so that any of such documents would not include any\nmisstatement of a material fact or omit to state any material fact necessary to\nmake the statements therein, in light of the circumstances under which they were\nmade, not misleading, the party which discovers such information shall promptly\nnotify the other parties hereto and an appropriate amendment or supplement\ndescribing such information shall be \n\n\n                                       37\n\n\n\n\n\npromptly filed with the SEC and, to the extent required by law, disseminated to \nthe stockholders of the Company and Parent.\n\n      (b) The Company shall, as soon as reasonably practicable, consistent with\nthe process of clearing the Proxy Statement with the SEC and having the SEC\ndeclare the Form S-4 effective, all as provided in Section 5.1(a), establish a\nrecord date for, duly call, give notice of, convene and hold a meeting of its\nstockholders (the \"COMPANY STOCKHOLDERS MEETING\") for the purpose of obtaining\n                   ----------------------------\nthe Company Stockholder Approval and shall take all lawful action to solicit\nadoption of this Agreement by the required Company Stockholder Approval. Unless\nthe Company has terminated this Agreement pursuant to Section 7.1(f) hereof, the\nCompany shall, through its Board of Directors, recommend to its stockholders\nadoption of this Agreement (the \"COMPANY RECOMMENDATION\"), and except as\n                                 ----------------------\nexpressly permitted by this Agreement, shall not withdraw, amend or modify in a\nmanner adverse to Parent its recommendation. The Company shall ensure that the\nCompany Stockholders Meeting is called, noticed, convened, held and conducted,\nand that all proxies solicited in connection with the Company Stockholders\nMeeting are solicited, in compliance with all applicable Legal Provisions.\nWithout limiting the generality of the foregoing, (i) the Company agrees that\nits obligation to duly call, give notice of, convene and hold a meeting of the\nholders of Company Common Stock, as required by this Section 5.1(b), shall not\nbe affected by the withdrawal, amendment or modification of the Company\nRecommendation and (ii) the Company agrees that its obligations pursuant to this\nSection 5.1(b) shall not be affected by the commencement, public proposal,\npublic disclosure or communication to the Company of any Takeover Proposal.\n\n      Section 5.2.  Letters of the Company's Accountants.\n                    ------------------------------------\n\n      (a) The Company shall use its reasonable best efforts to cause to be\ndelivered to Parent two letters from KPMG LLP, the Company's independent public\naccountants, one dated a date within two Business Days before the date on which\nthe Form S-4 shall become effective and one dated a date within two Business\nDays before the Closing Date, each addressed to Parent and the Company, in form\nand substance reasonably satisfactory to Parent and customary in scope and\nsubstance for comfort letters delivered by independent public accountants in\nconnection with registration statements similar to the Form S-4.\n\n\n      (b) The Company shall use its reasonable best efforts to cause to be\ndelivered to Parent a letter from KPMG LLP, addressed to Parent and the Company,\ndated as of the Closing Date, stating that (i) KPMG LLP concurs with the Company\nmanagement's conclusion that, subject to customary qualifications, the Company\nmeets the requirements to be a party to a pooling of interests transaction for\nfinancial reporting purposes under Opinion 16 of the Accounting Principles Board\nand applicable SEC rules and regulations and (ii) the basis for such a\nconcurrence is KPMG LLP's belief that the criteria for such accounting treatment\nhave been met.\n\n      Section 5.3.  Letters of Parent's Accountants.\n                    -------------------------------\n\n\n                                       38\n\n\n\n\n\n      (a) Parent shall use its reasonable best efforts to cause to be delivered\nto the Company two letters from BDO Seidman LLP, Parent's independent public\naccountants, one dated a date within two Business Days before the date on which\nthe Form S-4 shall become effective and one dated a date within two Business\nDays before the Closing Date, each addressed to the Company and Parent, in form\nand substance reasonably satisfactory to the Company and customary in scope and\nsubstance for comfort letters delivered by independent public accountants in\nconnection with registration statements similar to the Form S-4.\n\n      (b) Parent shall use its reasonable best efforts to cause to be delivered\nto the Company a letter from BDO Seidman LLP, addressed to the Company and\nParent, dated as of the Closing Date, stating that (i) BDO Seidman LLP concurs\nwith Parent's management's conclusion that, subject to customary qualifications,\nthe Merger qualifies for pooling of interests treatment for financial reporting\npurposes under Opinion 16 of the Accounting Principles Board and applicable SEC\nrules and regulations and (ii) the basis for such a concurrence is BDO Seidman\nLLP's belief that the criteria for such accounting treatment have been met.\n\n\n      Section 5.4. Access to Information; Confidentiality. Upon reasonable\n                   --------------------------------------\nnotice, each party shall (and shall cause its Subsidiaries to) afford to the\nofficers, employees, accountants, counsel, financial advisors and other\nrepresentatives of the other party reasonable access during normal business\nhours, during the period prior to the Effective Time, to such of its properties,\nbooks, contracts, commitments, records, officers and employees as the other\nparty may reasonably request and, during such period, such party shall (and\nshall cause its Subsidiaries to) furnish promptly to the other party (a) a copy\nof each report, schedule, registration statement and other document filed,\npublished, announced or received by it during such period pursuant to the\nrequirements of Federal or state securities laws, as applicable (other than\ndocuments which such party is not permitted to disclose under applicable law),\nand (b) consistent with its legal obligations, all other information concerning\nit and its business, properties and personnel as such other party may reasonably\nrequest; PROVIDED, HOWEVER, that either party may restrict the foregoing access\nto the extent that it reasonably concludes, after consultation with outside\ncounsel, that (i) any Legal Provision of any Governmental Entity applicable to\nsuch party requires such party or its Subsidiaries to restrict access to any\nproperties or information, (ii) providing such access would result in the loss\nof the attorney-client privilege, (iii) such document discusses the pricing or\ndollar value of the transactions contemplated by this Agreement or (iv) the\ndocuments contain competitively sensitive information, the sharing of which\ncould constitute a violation of any applicable antitrust laws. The parties shall\nhold any such information in confidence to the extent required by, and in\naccordance with, the provisions of the Confidentiality Agreement dated as of\nJune 18, 2001, between Parent and the Company (as it may be amended from time to\ntime, the \"CONFIDENTIALITY AGREEMENT\"). Each party shall make all reasonable\n           -------------------------\nbest efforts to minimize disruption to the business of the other party and its\nSubsidiaries which may result from the requests for data and information\nhereunder. All requests for access and information shall be coordinated through\nsenior executives of the parties to be designated. Any investigation by Parent\nor the Company shall not affect the representations and warranties of Parent or\nthe Company, as the case may be.\n\n\n                                       39\n\n\n\n\n\n      Section 5.5.  Reasonable Best Efforts.\n                    -----------------------\n\n      (a) Upon the terms and subject to the conditions set forth in this\nAgreement, each of the parties agrees to use its reasonable best efforts to\ntake, or cause to be taken, all actions, and to do, or cause to be done, and to\nassist and cooperate with the other parties in doing, all things necessary,\nproper or advisable to consummate and make effective, in the most expeditious\nmanner practicable, the Merger and the other transactions contemplated by this\nAgreement, including using reasonable best efforts to accomplish the following:\n(i) the taking of all reasonable acts necessary to cause the conditions to\nClosing to be satisfied, (ii) the obtaining of all necessary actions or\nnonactions, waivers, consents and approvals from Governmental Entities and the\nmaking of all necessary registrations and filings (including filings with\nGovernmental Entities, if any) and the taking of all reasonable steps as may be\nnecessary to obtain an approval or waiver from, or to avoid an action or\nproceeding by any Governmental Entity, (iii) the obtaining of all necessary\nconsents, approvals or waivers from third parties other than Governmental\nEntities (provided that if obtaining any such consent, approval or waiver would\nrequire any action other than the payment of a nominal amount, such action shall\nbe subject to the consent of Parent, not to be unreasonably withheld), (iv) the\ndefending of any lawsuits or other legal proceedings, whether judicial or\nadministrative, challenging this Agreement or the consummation of the\ntransactions contemplated hereby or thereby, including seeking to have any stay\nor temporary restraining order entered by any court or other Governmental Entity\nvacated or reversed and (v) the execution and delivery of any additional\ninstruments necessary to consummate the transactions contemplated by, and to\nfully carry out the purposes of, this Agreement. In connection with and without\nlimiting the foregoing Parent, Sub and the Company and their respective Boards\nof Directors shall, if any state takeover statute or similar statute becomes\napplicable to this Agreement, the Merger or any other transactions contemplated\nby this Agreement, take all action necessary, with the reasonable cooperation of\nthe other parties hereto if reasonably requested, to ensure that the Merger and\nthe other transactions contemplated by this Agreement may be consummated as\npromptly as practicable on the terms contemplated by this Agreement and\notherwise to minimize the effect of such statute or regulation on this\nAgreement, the Merger and the other transactions contemplated by this Agreement.\nThe Company shall give Parent the opportunity to participate, on an advisory\nbasis, in the defense of any stockholder litigation against the Company and\/or\nits directors relating to the transactions contemplated by this Agreement.\n\n\n      (b) In furtherance and not in limitation of the foregoing, each party\nhereto agrees to make an appropriate filing of a Notification and Report Form\npursuant to the HSR Act and any other Regulatory Law with respect to the\ntransactions contemplated hereby as promptly as practicable after the date\nhereof and to supply as promptly as practicable any additional information and\ndocumentary material that may be requested pursuant to the HSR Act and any other\nRegulatory Law and to take all other actions necessary to cause the expiration\nor termination of the applicable waiting periods under the HSR Act as soon as\npracticable. \"REGULATORY LAW\" means the Sherman Act, as amended, the Clayton\n              --------------\nAct, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and\nall other applicable federal, state and foreign, if any, statutes, rules,\nregulations, orders, decrees, administrative and judicial doctrines and other\nlaws that are designed or intended to prohibit, restrict \n\n                                      \n                                       40\n\n\n\n\n\nor regulate (i) foreign investment or (ii) actions having the purpose or effect \nof monopolization or restraint of trade or lessening of competition.\n\n      (c) Each of Parent and the Company shall, in connection with the efforts\nreferenced in Section 5.5(b) to obtain all requisite approvals and\nauthorizations for the transactions contemplated by this Agreement under the HSR\nAct or any other Regulatory Law, use its reasonable best efforts to (i)\ncooperate in all respects with each other in connection with any filing or\nsubmission and in connection with any investigation or other inquiry, including\nany proceeding initiated by a private party, (ii) promptly inform the other\nparty of any communication received by such party from, or given by such party\nto, the Antitrust Division of the Department of Justice (the \"DOJ\"), the Federal\n                                                              ---\nTrade Commission (the \"FTC\") or any other Governmental Entity and of any\n                       ---\nmaterial communication received or given in connection with any proceeding by a\nprivate party, in each case regarding any of the transactions contemplated\nhereby, and (iii) subject to Section 5.4 and unless prohibited from doing so by\napplicable law, permit the other party to review any communication given by it\nto, and consult with each other in advance of any meeting or conference with,\nthe DOJ, the FTC or any such other Governmental Entity or, in connection with\nany proceeding by a private party, with any other Person, and to the extent\nappropriate or permitted by the DOJ, the FTC or such other applicable\nGovernmental Entity or other Person, give the other party the opportunity to\nattend and participate in such meetings and conferences.\n\n      (d) Nothing in this Agreement shall require any of Parent and its\nSubsidiaries or the Company and its Subsidiaries to sell, hold separate or\notherwise dispose of or conduct any portion of their business in a specified\nmanner, or agree to sell, hold separate or otherwise dispose of or conduct any\nportion of their business in a specified manner, or permit the sale, holding\nseparate or other disposition of, any assets of Parent, the Company or their\nrespective Subsidiaries or the conduct of their business in a specified manner,\nwhether as a condition to obtaining any approval from a Governmental Entity by\nMarch 31, 2002 or any other Person or for any other reason, if such sale,\nholding separate or other disposition or the conduct of their business in a\nspecified manner would reasonably be expected to have a Material Adverse Effect\non Parent and its Subsidiaries (including the Surviving Corporation and its\nSubsidiaries), taken together, after giving effect to the Merger.\n\n      Section 5.6.  Stock Options; Employee Benefits.\n                    --------------------------------\n\n      (a) As of the Effective Time, (i) each outstanding option to purchase\nshares of Company Common Stock (a \"STOCK OPTION\") granted under any plan or\n                                   ------------\narrangement providing for the grant of options to purchase shares of Company\nCommon Stock to current or former officers, directors, employees or consultants\nof the Company or its Subsidiaries (the \"COMPANY STOCK PLANS\"), whether vested\n                                         -------------------\nor unvested, shall be assumed by Parent and converted into an option to acquire,\non the same terms and conditions as were applicable under the Stock Option, the\nnumber of shares of Parent Common Stock (rounded up to the nearest whole share)\ndetermined by multiplying the number of shares of Company Common Stock subject\nto such Stock Option by the Exchange Ratio, at a price per share of Parent\nCommon Stock equal to (A) the aggregate exercise price for the shares of \n\n\n                                       41\n\n\n\n\n\nCompany Common Stock  otherwise  purchasable  pursuant to such Stock Option\n(assuming all conditions to the exercise of such Stock Option had then been met)\ndivided by (B) the  aggregate  number of shares of Parent  Common  Stock  deemed\npurchasable  pursuant to such Stock Option (each,  as so adjusted,  an \"ADJUSTED\n                                                                        --------\nOPTION\");  PROVIDED that such exercise  price shall be rounded up to the nearest\n------\nwhole cent and (ii) any and all  repurchase  rights under any Company Stock Plan\nheld by the Company on the shares of Company  Common Stock shall,  to the extent\npermitted by law, be assigned to Parent and shall be converted  into  repurchase\nrights held by Parent as the corresponding shares of Parent Common Stock.\n\n      (b) The adjustments provided herein with respect to any Stock Options that\nare \"incentive stock options\" as defined in Section 422 of the Code shall be and\nare intended to be effected in a manner which is consistent with Section 424(a)\nof the Code.\n\n      (c) Parent shall, prior to the Effective Time, take all action necessary\nso that, at the Effective Time, by virtue of the Merger and without the need of\nany further corporate action, Parent shall assume the Company Stock Plans with\nthe result that all obligations of the Company under the Company Stock Plans\nwith respect to Stock Options outstanding at the Effective Time, shall be\nobligations of Parent, and all Adjusted Options shall be exercisable, on the\nsame terms as were applicable under the Stock Options, for shares of Parent\nCommon Stock following the Effective Time.\n\n      (d) At or prior to the Effective Time, Parent shall take all corporate\naction necessary to reserve for issue a sufficient number of shares of Parent\nCommon Stock for delivery upon exercise of Adjusted Options. As soon as\npracticable after the Effective Time, Parent shall file a Registration Statement\non Form S-1, Form S-3 or Form S-8 as the case may be (or any successor or other\nappropriate forms), with respect to the shares of Parent Common Stock subject to\nsuch Adjusted Options, and shall maintain the effectiveness of such registration\nstatement and the current status of the prospectus or prospectuses contained\ntherein, for so long as such Adjusted Options remain outstanding. Following the\nEffective Time, Parent shall use its reasonable best efforts to provide that\nholders of Adjusted Options do not experience delays in exercising and settling\ntheir Adjusted Options.\n\n      (e) [Reserved]\n\n      (f) Parent shall take, and shall cause the Surviving Corporation and its\nSubsidiaries to take, the following actions: (i) waive any limitations regarding\npre-existing conditions and eligibility waiting periods under any health benefit\nplan maintained by any of them for the benefit of individuals who are employees\nof the Company and its Subsidiaries immediately prior to the Effective Time (the\n\"EMPLOYEES\") to the extent such pre-existing condition or waiting period did not\n ---------\napply to the Employee under a comparable plan of the Company or its Subsidiary\nimmediately prior to the Effective Time (or the date the Employees become\neligible to receive benefits under Parent's plans following the Continuation\nPeriod), (ii) provide each Employee with credit for any co-payments and\ndeductibles paid prior to the Effective Time for the calendar year in which the\n\n\n                                       42\n\n\n\n\n\nEffective Time occurs (or the date the Employees become eligible to receive\nbenefits under Parent's plans following the Continuation Period), in satisfying\nany applicable deductible or out-of-pocket requirements under such health plans,\nand (iii) for eligibility, vesting and benefit accrual purposes (but not for\npurposes of benefit accruals under any defined benefit pension plan) under all\ncompensation and benefit plans and policies applicable to the Employees, treat\nall service by the Employees with the Company or any of its Subsidiaries and\ntheir predecessor entities before the Effective Time as service with Parent and\nits Subsidiaries. Parent shall cause the Surviving Corporation to honor all\nemployment, retention and severance arrangements (including, without limitation,\nthose set forth on Section 5.6(f) of the Company Disclosure Schedule) and all\nobligations to current and former employees of the Company and its Subsidiaries\nthereunder. Parent shall take all actions necessary to cause the Surviving\nCorporation and its Subsidiaries to satisfy the obligations listed in Section\n5.6(f) of the Company Disclosure Memorandum.\n\n      (g) The Company shall terminate its Employee Stock Purchase Plan in\naccordance with its terms as of or prior to the Effective Time. The Company\nshall not commence a new offering under its Employee Stock Purchase Plan after\nthe date of this Agreement.\n\n      (h) The provisions of this Section 5.6 shall not create in any employee or\nformer employee of the Company or any of its Subsidiaries any rights to\nemployment or continued employment with Parent, the Surviving Corporation, the\nCompany or any of their respective Subsidiaries.\n\n      Section 5.7.  Indemnification, Exculpation and Insurance.\n                    ------------------------------------------\n\n      (a) Parent shall cause all rights to indemnification and exculpation from\nliabilities for acts or omissions occurring at or prior to the Effective Time\nnow existing in favor of the current or former directors or employees or\nofficers of the Company (each such Person being an \"INDEMNIFIED PARTY\") as\n                                                    -----------------\nprovided in the Company's Certificate of Incorporation, Bylaws or any\nindemnification agreement between such directors or officers and the Company (in\neach case, as in effect on the date hereof) to be assumed by the Surviving\nCorporation in the Merger, without further action, as of the Effective Time and\nsuch rights shall survive the Merger and shall continue in full force and effect\nin accordance with their terms. Without limiting the foregoing, Parent shall\nindemnify and hold harmless, and provide advancement of expenses to, all past\nand present directors, officers and employees of the Company and its\nSubsidiaries (in all of their capacities) to the fullest extent permitted by the\nCompany's Certificate of Incorporation, Bylaws or any indemnification agreement\nbetween such directors, officers and employees for acts or omissions occurring\nat or prior to the Effective Time (including for acts or omissions occurring in\nconnection with the approval of this Agreement and the transactions contemplated\nhereby).\n      (b) Any Indemnified Party wishing to claim indemnification under paragraph\n(a) of this Section 5.7 shall promptly notify the Surviving Corporation, upon\nlearning of any such claim, action, suit, proceeding or investigation, but the\nfailure to so notify shall not relieve the Surviving Corporation of any\nliability it may have to such Indemnified Party to the extent such failure does\nnot materially prejudice the Surviving Corporation. The Surviving Corporation\nmay, at its own expense: (i) participate in the defense of any claim, suit,\naction or proceeding; or (ii) at any time during the \n\n\n                                       43\n\n\n\n\n\ncourse of any such claim,  suit,  action or proceeding,  assume the defense\nthereof, unless the Indemnified Parties (or any of them) determine in good faith\n(after  consultation  with  legal  counsel)  that  there  is,  under  applicable\nstandards of professional  conduct,  a conflict or any significant issue between\nthe positions of Parent and any of such Indemnified  Parties,  provided that the\nSurviving   Corporation's  counsel  shall  be  reasonably  satisfactory  to  the\nIndemnified  Parties.  If the Surviving  Corporation  assumes such defense,  the\nIndemnified Parties shall have the right (but not the obligation) to participate\nin the defense  thereof and to employ  counsel,  at their own expense,  separate\nfrom the  counsel  employed  by the  Surviving  Corporation.  Whether or not the\nSurviving  Corporation  chooses to assume the defense of any such  claim,  suit,\naction or proceeding,  the Surviving  Corporation  and Parent shall cooperate in\nthe defense thereof. If the Surviving Corporation fails to so assume the defense\nthereof,  the Indemnified Parties may retain counsel reasonably  satisfactory to\nthe Surviving Corporation and the Surviving Corporation shall pay the reasonable\nfees and  expenses  of such  counsel  promptly  after  statements  therefor  are\nreceived;  provided that the  Indemnified  Parties on whose behalf  expenses are\nadvanced  provide (x) a written  affirmation of their good faith belief that the\nstandard of conduct necessary for indemnification  under Section 145 of the DGCL\nhas been met, and (y) an  undertaking to repay such advances if it is ultimately\ndetermined that such Indemnified Party is not entitled to indemnification  under\nSection 145 of the DGCL.  Neither Parent nor the Surviving  Corporation shall be\nliable for any settlement  effected  without its written  consent (which consent\nshall not be unreasonably withheld or delayed); provided that, in the event that\nany claim or claims for  indemnification  are  asserted  or made  within  such a\nperiod of six years after the Effective Time, all rights to  indemnification  in\nrespect of any such claim or claims (and the matters  giving rise thereto) shall\ncontinue  until the  disposition  of any and all such  claim or claims  (and the\nmatters giving rise thereto). The Indemnified Parties as a group may retain only\none law firm (in addition to local  counsel) to represent them with respect to a\nsingle  action  unless any  Indemnified  Party  determines  in good faith (after\nconsultation  with legal counsel) that there is, under  applicable  standards of\nprofessional  conduct, a conflict on any significant issue between the positions\nof any two or more  Indemnified  Parties.  In the event Parent or the  Surviving\nCorporation or any of their  respective  successors or assigns (i)  consolidates\nwith or  merges  into any  other  Person  and  shall  not be the  continuing  or\nsurviving  corporation  or  entity  of such  consolidation  or  merger,  or (ii)\ntransfers or conveys all or  substantially  all of its  properties and assets to\nany Person,  then, and in each such case, to the extent  necessary to effectuate\nthe  purposes of this Section 5.7,  proper  provision  shall be made so that the\nsuccessors  and  assigns  of Parent  and the  Surviving  Corporation  assume the\nobligations set forth in this Section 5.7, and none of the actions  described in\nclause (i) or (ii) shall be taken until such provision is made.  Nothing in this\nSection  5.7(b)  is  intended  to  modify   adversely  any  existing  rights  to\nindemnification of an Indemnified Party from the Company.\n\n      (c) For six years after the Effective Time, Parent shall cause the\nSurviving Corporation to maintain in effect the Company's current officers',\ndirectors' and employees' liability insurance in respect of acts or omissions\noccurring at or prior to the Effective Time, covering each Person currently\ncovered by the Company's officers' and directors' liability insurance policy (a\ncopy of which has been heretofore delivered to Parent), on terms with respect to\nsuch coverage and amount no less favorable than those of such policy in effect\non the date hereof; PROVIDED that Parent may substitute therefor policies of\nParent containing terms with respect to coverage and amount no less \n\n\n                                       44\n\n\n\n\n\nfavorable  to such  directors  and  officers;  provided,  however,  that in\nsatisfying  its  obligation  under  this  Section  5.7(b)  Parent  shall  not be\nobligated to pay annual  premiums in excess of 200% of the amount per annum paid\nby the Company in its last full fiscal year; and provided further that if Parent\nis not  able to  obtain  such  coverage  for  such  200%  amount,  Parent  shall\nnevertheless  be obligated to provide such coverage as may be obtained  annually\nfor such 200% amount and provided  further that  notwithstanding  the foregoing,\nthe Surviving  Corporation may satisfy its obligations under this Section 5.7(c)\nby  purchasing  a \"tail\"  policy under the  Company's  existing  directors'  and\nofficers'  insurance policy that (i) has an effective term of six years from the\nEffective Time, (ii) covers those Persons who are currently covered,  or will be\ncovered on or prior to the  Effective  Time,  by the  Company's  directors'  and\nofficers'  insurance  policy  in  effect  on the date  hereof  for  actions  and\nomissions  occurring on or prior to the Effective  Time and (iii) contains terms\nand conditions (including without limitation coverage amounts) that are at least\nas  favorable  in the  aggregate as the terms and  conditions  of the  Company's\ndirectors' and officers' insurance policy in effect on the date hereof.\n\n      (d) The Certificate of Incorporation and Bylaws of the Surviving\nCorporation shall contain, and Parent shall cause the Surviving Corporation to\nfulfill and honor, provisions with respect to indemnification and exculpation\nthat are substantially identical to those set forth in the certificate of\nincorporation and bylaws of the Company as of the date of this Agreement, which\nprovisions shall not be amended, repealed or otherwise modified for a period of\nsix years from the Effective Time in any manner that would adversely affect the\nrights thereunder of any of the Indemnified Parties.\n\n      (e) The obligations of Parent or the Surviving Corporation under this\nSection 5.7 are subject to the conditions that each Indemnified Party shall\ncomply with the reasonable requests of the Surviving Corporation or Parent in\ndefending or settling any action hereunder and that any Indemnified Party shall\napprove any proposed settlement of any such action if (i) such settlement\ninvolves no finding or admission of any liability by any Indemnified Party, and\n(ii) the sole relief provided in connection with such settlement is monetary\ndamages that are paid in full by the Surviving Corporation or Parent.\n\n      (f) The provisions of this Section 5.7 are (i) intended to be for the\nbenefit of, and will be enforceable by, each Indemnified Party, his or her heirs\nand his or her representatives and (ii) in addition to, and not in substitution\nfor, any other rights to indemnification or contribution that any such Person\nmay have by contract or otherwise. Parent hereby guarantees the performance by\nSurviving Corporation of its obligations under this Section 5.7.\n\n      Section 5.8.  Fees and Expenses.\n                    -----------------\n\n      (a) Except as provided below, all fees and expenses incurred in connection\nwith this Agreement, the Merger and the other transactions contemplated by this\nAgreement shall be paid by the party incurring such fees or expenses, whether or\nnot the Merger is consummated.\n\n\n                                       45\n\n\n\n\n\n      (b) In the event that (1) a bona fide Takeover Proposal shall have been\npublicly disclosed or has been made directly to the Company's stockholders or\nany Person has announced an intention (whether or not conditional) to make a\nbona fide Takeover Proposal and thereafter this Agreement is terminated (x) by\nParent or the Company pursuant to Section 7.1(b)(iii), (y) by Parent pursuant to\nSection 7.1(d) (provided that the breach or failure to perform giving rise to\nParent's right to terminate under Section 7.1(d) shall be willful and material)\nor (z) by Parent pursuant to Section 7.1(e)(vii) and, in any case, within 12\nmonths of termination either the Company enters into definitive agreement with\nrespect to a Takeover Proposal or a Takeover Proposal is consummated (provided\nthat for this purpose the percentage in the definition of Takeover Proposal\nshall be 50% in lieu of 15%) or (2) this Agreement is terminated (x) by the\nCompany pursuant to Section 7.1(f) or (y) by Parent pursuant to Section 7.1(e)\n(other than Section 7.1(e)(vii)), then the Company shall pay Parent a fee equal\nto $15 million (the \"TERMINATION FEE\"), payable by wire transfer of immediately\n                     ---------------\navailable funds, such payment to be made (A) in the case of the termination\ncontemplated by clause (1), on the earlier of the date the Company enters into a\ndefinitive agreement or a Takeover Proposal is consummated, (B) in the case of a\ntermination contemplated by clause (2)(x), no later than immediately prior to\nsuch termination and (c) in the case of termination contemplated by clause 2(y),\nno later than the date of such termination. Simultaneously with the payment of\nthe Termination Fee, the Company shall reimburse Parent for all of its\ndocumented out-of-pocket expenses incurred in connection with this Agreement and\nthe transactions contemplated hereby (including documented fees and expenses of\naccountants, attorneys and financial advisors) up to an aggregate of $2.0\nmillion (the \"EXPENSES\"). The Company acknowledges that the agreements contained\n              --------\nin this Section 5.8(b) are an integral part of the transactions contemplated by\nthis Agreement, and that, without these agreements, Parent would not enter into\nthis Agreement. If Parent shall successfully bring an action to enforce its\nrights under this Section 5.8(b), the Company shall reimburse Parent for its\nreasonable fees and expenses in connection therewith and shall pay Parent\ninterest on the Termination Fee and Expenses from the date the Termination Fee\nbecomes payable to the date of payment at the publicly announced prime rate of\nCitibank, N.A. in effect on the date the Termination Fee became payable.\n\n      Section 5.9. Public Announcements. Parent and the Company shall consult\n                   --------------------\nwith each other before issuing, and give each other the opportunity to review\nand comment upon, any press release or other public statements with respect to\nthe transactions contemplated by this Agreement, including the Merger, and shall\nnot issue any such press release or make any such public statement prior to such\nconsultation, except as may be required by applicable law, court process or by\nobligations pursuant to any listing agreement with any national securities\nexchange or national securities quotation system. In addition to the foregoing,\nneither Parent nor the Company shall issue any press release or otherwise make\nany public statement or disclosure concerning non-public information relating to\nthe other party's business, financial condition or results of operations without\nthe consent of the other party, which consent shall not be unreasonably withheld\nor delayed. The parties agree that the initial press release to be issued with\nrespect to the transactions contemplated by this Agreement shall be in the form\nprepared by Parent after consultation with the Company.\n\n      Section 5.10.  Affiliates.\n                     ----------\n\n\n                                       46\n\n\n\n\n\n      (a) As soon as practicable after the date hereof, and in no event more\nthan 45 days prior to the date of the Company Stockholders Meeting, the Company\nshall deliver to Parent a letter identifying all Persons who are, at the time\nthis Agreement is submitted for adoption by the stockholders of the Company,\n\"affiliates\" of the Company for purposes of Rule 145 under the Securities Act or\nfor purposes of qualifying the Merger for pooling of interests accounting\ntreatment under Opinion 16 of the Accounting Principles Board and its related\ninterpretations and applicable SEC rules and regulations. The Company shall use\nits reasonable best efforts to cause each such Person to deliver to Parent at\nleast 30 days prior to the Closing Date a written agreement substantially in the\nform attached as Exhibit 5.10(a) hereto.\n                 --------------- \n\n      (b) As soon as practicable after the date hereof, and in no event more\nthan 45 days prior to the date of the Company Stockholders Meeting, Parent shall\ndeliver to the Company a letter identifying all Persons who are, at the time the\nissuance of Parent Common Stock in the Merger is submitted for approval by the\nstockholders of the Company, \"affiliates\" of the Parent for purposes of\nqualifying the Merger for pooling of interests accounting treatment under\nOpinion 16 of the Accounting Principles Board and its related interpretations\nand applicable SEC rules and regulations. Parent shall use its reasonable best\nefforts to cause each such Person to deliver to Parent at least 30 days prior to\nthe Closing Date a written agreement substantially in the form attached as\nExhibit 5.10(b) hereto.\n---------------\n\n      Section 5.11. Nasdaq Listing. Parent shall use its reasonable best efforts\n                    --------------\nto cause the shares of Parent Common Stock to be issued in the Merger and such\nother shares of Parent Common Stock to be reserved for issuance in connection\nwith the Merger to be approved for listing on the Nasdaq National Market,\nsubject to official notice of issuance, prior to the Closing Date.\n\n      Section 5.12. Pooling of Interests. Each of the Company and Parent shall\n                    --------------------\nuse reasonable best efforts to cause the Merger to be accounted for as a pooling\nof interests under Opinion 16 of the Accounting Principles Board and its related\ninterpretations and applicable SEC rules and regulations, and such accounting\ntreatment to be accepted by each of the Company's and Parent's independent\npublic accountants, and by the SEC, respectively, and each of the Company and\nParent agrees that it will voluntarily take no action that would cause such\naccounting treatment not to be obtained.\n\n      Section 5.13. Tax Treatment. Parent and the Company intend that the Merger\n                    -------------\nwill qualify as a reorganization within the meaning of Section 368(a) of the\nCode. Parent and the Company shall each use all reasonable efforts to cause the\nMerger to so qualify.\n\n      Section 5.14. Publication of Combined Financial Results. Parent shall use\n                    -----------------------------------------\nits reasonable best efforts to file with the SEC within 28 days, but in no event\nlater than 42 days, after the end of the first full calendar month after the\nEffective Time, a Form 8-K containing financial results (including combined\nsales and net income) covering at least 30 days of post-merger combined\noperations of Parent and the Company. The provisions of this Section 5.14 are\nintended to be for \n\n\n                                       47\n\n\n\n\n\nthe benefit of, and will be enforceable by, each affiliate of the Company \nimmediately preceding the Effective Time, his or her heirs and his or her \nrepresentatives.\n\n      Section  5.15.  Notices  of Certain  Events.  Each  party  hereto  shall\n                      ---------------------------\npromptly notify the other parties orally and in writing of:\n\n            (a) the receipt by such party or any of such party's Subsidiaries of\n      any notice or other communication from any Person alleging that the\n      consent of such Person is or may be required in connection with the\n      transactions contemplated by this Agreement;\n\n            (b) subject to any applicable legal restrictions, the receipt by\n      such party or any of such party's Subsidiaries of any notice or other\n      communication from any Governmental Entity in connection with the\n      transactions contemplated by this Agreement;\n\n            (c) such party's obtaining Knowledge of any actions, suits, claims,\n      investigations or proceedings commenced or threatened against, relating to\n      or involving or otherwise affecting any of Parent, Sub or the Company, as\n      the case may be, or any of their respective Subsidiaries which relate to\n      the consummation of the transactions contemplated by this Agreement; and\n\n            (d) such party's obtaining Knowledge of the occurrence, or failure\n      to occur, of any event which occurrence or failure to occur will be likely\n      to cause the conditions set forth in Article VII not to be satisfied;\n\nPROVIDED, HOWEVER, that no such notification shall affect the representations,\nwarranties or obligations of the parties or the conditions to the obligations of\nthe parties hereunder, or limit or otherwise affect the remedies available\nhereunder to the party receiving such notice.\n\n      Section 5.16. Conveyance Taxes. The Company and the Parent shall cooperate\n                    ----------------\nin the preparation, execution and filing of all returns, questionnaires,\napplications or other documents regarding any real property transfer or gains,\nsales, use, transfer, value added, stock transfer and stamp taxes, any transfer,\nrecording, registration and other fees, and any similar taxes which become\npayable in connection with the transaction contemplated by this Agreement that\nare required or permitted to be filed on or before the Effective Time.\n\n      Section 5.17.  [RESERVED]\n\n      Section 5.18. Voting Agreements. Concurrently with the execution and\n                    -----------------\ndelivery of this Agreement, each of Richard Johnson and John A. Hawkins\nshall execute and deliver to Parent an agreement substantially in the form of \nExhibit 5.18 hereto (the \"COMPANY VOTING AGREEMENT\"), pursuant to which, among \n------------              ------------------------\nother things, such Person is agreeing to vote all of the shares of Company \nCommon Stock owned, beneficially or of record, by him or her it to approve the \nMerger.\n\n\n                                       48\n\n\n\n\n\n      Section 5.19. Section 16 Matters. Prior to the Effective Time, Parent and\n                    ------------------\nthe Company shall take all such steps as may be required to cause any\ndispositions of Company Common Stock (including derivative securities with\nrespect to the Company Common Stock) resulting from the transactions\ncontemplated by this Agreement by each individual who is subject to the\nreporting requirements of Section 16(a) of the Exchange Act with respect to the\nCompany to be exempt under Rule 16b-3 promulgated under the Exchange Act, such\nsteps to be taken in accordance with the No-Action Letter, dated January 12,\n1999, issued by the SEC to Skadden, Arps, Slate, Meagher &amp; Flom LLP.\n\n\n                                   ARTICLE VI\n                              CONDITIONS PRECEDENT\n\n      Section 6.1. Conditions to Each Party's Obligation to Effect the Merger.\n                   ----------------------------------------------------------\nThe respective obligation of each party to effect the Merger is subject to the\nsatisfaction or waiver on or prior to the Closing Date of the following\nconditions:\n\n            (a)  Stockholder  Approval.  The Company  shall have  obtained the\n                 ---------------------\n      Company Stockholder Approval.\n\n            (b) Nasdaq Listing. The shares of Parent Company Stock to be issued\n                --------------\n      in the Merger and such other shares of Parent Common Stock to be reserved\n      for issuance in connection with the Merger shall have been approved for\n      listing on the Nasdaq National Market, subject to official notice of\n      issuance.\n\n            (c) HSR Act. The waiting period (and any extension thereof)\n                -------\n      applicable to the Merger under the HSR Act shall have been terminated or\n      shall have expired.\n\n            (d) No Injunctions or Restraints. No temporary restraining order,\n                ----------------------------\n      preliminary or permanent injunction or other judgment or order issued by\n      any court of competent jurisdiction or other statute, law, rule, legal\n      restraint or prohibition (collectively, \"RESTRAINTS\") shall be in effect\n                                               ----------\n      preventing the consummation of the Merger.\n\n            (e) Form S-4. The Form S-4 shall have become effective under the\n                --------\n      Securities Act and shall not be the subject of any stop order or\n      proceedings seeking a stop order.\n\n            (f) Pooling Letters. Parent and the Company shall have received\n                ---------------\n      letters from KPMG LLP and BDO Seidman LLP, dated as of the Closing Date,\n      in each case addressed to Parent and the Company, stating in substance the\n      matters to be stated by KPMG LLP and BDO Seidman LLP, pursuant to Section\n      5.2(b) and Section 5.3(b), respectively.\n\n            (g) No Governmental Litigation. There shall not be pending any suit,\n                --------------------------\n      action or proceeding by any Governmental Entity, (i) challenging the\n      acquisition by Parent or Sub of\n\n                                       49\n\n\n\n\n      any shares of Company  Common  Stock,  seeking to restrain or prohibit the\n      consummation  of the  Merger,  or  seeking  to  place  limitations  on the\n      ownership of shares of Company  Common Stock (or shares of common stock of\n      the Surviving  Corporation) by Parent or Sub or seeking to obtain from the\n      Company,  Parent or Sub any damages  that are  material in relation to the\n      Company,  (ii) seeking to prohibit or  materially  limit the  ownership or\n      operation  by the Company or its  Subsidiaries,  Parent or any of Parent's\n      Subsidiaries  of any material  portion of any business or of any assets of\n      the  Company,  Parent or any of  Parent's  Subsidiaries,  or to compel the\n      Company, Parent or any of Parent's Subsidiaries to divest or hold separate\n      any  material  portion of any  business  or of any assets of the  Company,\n      Parent or any of their respective Subsidiaries,  as a result of the Merger\n      or (iii)  seeking  to  prohibit  Parent  or any of its  Subsidiaries  from\n      effectively controlling in any material respect the business or operations\n      of the Company or its Subsidiaries.\n\n            (h) Governmental and Regulatory Approvals. Other than the filing\n                -------------------------------------\n      provided for under Section 1.3 and filings pursuant to the HSR Act (which\n      are addressed in Section 5.5(c)), all consents, approvals and actions of,\n      filings with and notices to any Governmental Entity required of Parent,\n      the Company or any of their Subsidiaries to consummate the Merger, the\n      issuance of Parent Common Stock in the Merger and the other transactions\n      contemplated hereby, the failure of which to be obtained or taken,\n      individually or in the aggregate, would reasonably be expected to have a\n      Material Adverse Effect on Parent and its Subsidiaries (including the\n      Surviving Corporation and its Subsidiaries), taken together after giving\n      effect to the Merger, shall have been obtained. No consents, approvals,\n      actions, filings or notices related to any antitrust requirements of any\n      jurisdiction, except as set forth in Section 6.1(c) hereof, shall be a\n      condition of closing under this Section 6.1(h).\n\n      Section 6.2. Conditions to Obligations of Parent and Sub. The obligations\n                   -------------------------------------------\nof Parent and Sub to effect the Merger are further subject to the satisfaction\nor waiver on or prior to the Closing Date of the following conditions:\n\n            (a) Representations and Warranties. Each representation and warranty\n                ------------------------------\n      of the Company contained in this Agreement shall be true and correct in\n      all respects without reference to any qualification as to materiality such\n      that the aggregate effect of any inaccuracies in such representations and\n      warranties will not have a Material Adverse Effect on the Company, in each\n      case as of the date of this Agreement and as of the Closing Date as though\n      made on the Closing Date, except to the extent such representations and\n      warranties expressly relate to an earlier date, in which case as of such\n      earlier date. Parent shall have received a certificate signed on behalf of\n      the Company by the chief executive officer and the chief financial officer\n      of the Company to such effect.\n\n            (b) Performance of Obligations of the Company. The Company (i) shall\n                -----------------------------------------\n      have performed or complied with all agreements and covenants required to \n      be performed by it under this Agreement at or prior to the Closing Date\n      that are  qualified  as to  Material  Adverse  Effect  and (ii) shall have\n      performed or complied with all  agreements  and  covenants  required \n      \n\n                                       50\n\n\n\n\n\n      to be performed by it under this Agreement at or prior to the Closing Date\n      that are not qualified as to Material Adverse Effect except  where  such\n      non-performance  or non-compliance  individually or in the aggregate would\n      not  reasonably  be  expected  to have a  Material  Adverse  Effect on the\n      Company,  and Parent shall have received a certificate signed on behalf of\n      the Company by the chief executive officer and the chief financial officer\n      of the Company to such effect.\n\n            (c) Letters from Company Affiliates. Parent shall have received\n                -------------------------------\n                                                 from each Person named in the \n                                                 letter referred to in Section \n                                                 5.10(a) an executed copy of\n                                                 an agreement substantially in \n                                                 the form of Exhibit A hereto.\n\n            (d) Consents. All consents, the absence of which, in the aggregate,\n                --------\n      would be reasonably likely to have a Material Adverse Effect on the\n      Company, shall have been obtained.\n\n            (e) Tax Opinion. Parent shall have received an opinion of Fulbright\n                -----------\n      &amp; Jaworski L.L.P., counsel to Parent, dated as of the Effective Time, to\n      the effect that the Merger will qualify as a reorganization within the\n      meaning of Section 368(a) of the Code. The issuance of such opinion shall\n      be conditioned upon the receipt by such counsel of customary\n      representation letters from each of Parent, Sub and the Company, in each\n      case, in form and substance reasonably satisfactory to such counsel. Each\n      such representation letter shall be dated on or before the date of such\n      opinion and shall not have been withdrawn or modified in any material\n      respect.\n\n      Section 6.3. Conditions to Obligation of the Company. The obligation of\n                   ---------------------------------------\nthe Company to effect the Merger is further subject to the satisfaction or\nwaiver on or prior to the Closing Date of the following conditions:\n\n            (a) Representations and Warranties. Each representation and warranty\n                ------------------------------\n      of Parent and Sub contained in this Agreement shall be true and correct in\n      all respects without reference to any qualification as to materiality such\n      that the aggregate effect of any inaccuracies in such representations and\n      warranties will not have a Material Adverse Effect on Parent, in each case\n      as of the date of this Agreement and as of the Closing Date as though made\n      on the Closing Date, except to the extent such representations and\n      warranties expressly relate to an earlier date, in which case as of such\n      earlier date. The Company shall have received a certificate signed on\n      behalf of Parent by an executive officer of Parent to such effect.\n            (b) Performance of Obligations of Parent and Sub. Each of Parent and\n                --------------------------------------------\n            Sub (i) shall have performed or complied with all agreements and\n            covenants required to be performed by it under this Agreement at or\n            prior to the Closing Date that are qualified  as to  Material  \n            Adverse  Effect  and  (ii)  shall  have performed or complied in all\n            material  respects with all agreements and covenants  required to be\n            performed by\n\n            \n                                       51\n\n\n\n\n\n            it under this Agreement at or prior to the Closing Date that are not\n            qualified  as  to  Material   Adverse   Effect   except  where  such\n            non-performance  or non-compliance  individually or in the aggregate\n            would not  reasonably be expected to have a Material  Adverse Effect\n            on Parent,  and the Company shall have received a certificate signed\n            on  behalf  of  Parent  by an  executive  officer  of Parent to such\n            effect.\n\n            (c) Tax Opinion. The Company shall have received an opinion of\n                -----------\n      Wachtell, Lipton, Rosen &amp; Katz, counsel to the Company, dated as of the\n      Effective Time, to the effect that the Merger will qualify as a\n      reorganization within the meaning of Section 368(a) of the Code. The\n      issuance of such opinion shall be conditioned upon the receipt by such\n      counsel of customary representation letters from each of Parent, Sub and\n      the Company, in each case, in form and substance reasonably satisfactory\n      to such counsel. Each such representation letter shall be dated on or\n      before the date of such opinion and shall not have been withdrawn or\n      modified in any material respect. The Company may not waive or amend this\n      condition without the express written consent of Parent.\n\n      Section 6.4. Frustration of Closing Conditions. None of the Company,\n                   ---------------------------------\nParent or Sub may rely on the failure of any condition set forth in Section 6.1,\nSection 6.2 or Section 6.3, as the case may be, to be satisfied if such failure\nwas caused by such party's failure to use reasonable best efforts to consummate\nthe Merger and the other transactions contemplated by this Agreement, as\nrequired by and subject to Section 5.5.\n\n\n                                   ARTICLE VII\n                        TERMINATION, AMENDMENT AND WAIVER\n\n      Section  7.1.  Termination.  This  Agreement  may be  terminated  at any\n                     -----------\ntime prior to the  Effective  Time,  whether  before or after the  Stockholder\nApproval:\n\n            (a)  by mutual written consent of Parent, Sub and the Company;\n\n            (b)  by either Parent or the Company:\n\n                  (i) if the Merger shall not have been consummated by March 31,\n            2002 for any reason; PROVIDED, HOWEVER, that the right to terminate\n            this Agreement under this Section 7.1(b)(i) shall not be available\n            to any party whose action or failure to act has been a principal\n            cause of or resulted in the failure of the Merger to be consummated\n            on or before such date;\n                  \n                  (ii) if any Restraint having any of the effects set forth in  \n            Section  6.1(d)  shall be in effect and shall have become  final and\n            nonappealable;  PROVIDED  that the party  seeking to terminate  this\n            Agreement  pursuant  to this  Section  7.1(b)(ii)  shall  have  used\n            reasonable  best  efforts to prevent the entry of and to remove such\n            Restraint; or\n\n\n\n                                       52\n\n\n\n\n\n            \n                  (iii) if the Company Stockholder Approval shall not have been\n            obtained at the Company Stockholders Meeting duly convened therefor\n            or at any adjournment or postponement thereof;\n\n            (c) by the Company, if Parent shall have breached or failed to\n      perform any of its representations, warranties, covenants or agreements\n      set forth in this Agreement, which breach or failure to perform (A) would\n      give rise to the failure of a condition set forth in Section 6.3(a) or\n      Section 6.3(b), and (B) is not cured by Parent within 30 calendar days\n      following receipt of written notice of such breach or failure to perform\n      from the Company;\n\n            (d) by Parent, if the Company shall have breached or failed to\n      perform any of its representations, warranties, covenants or agreements\n      set forth in this Agreement, which breach or failure to perform (A) would\n      give rise to the failure of a condition set forth in Section 6.2(a) or\n      Section 6.2(b), and (B) is not cured by the Company within 30 calendar\n      days following receipt of written notice of such breach or failure to\n      perform from Parent;\n\n            (e) by Parent, if (i) the directors of the Company shall have failed\n      to include in the Proxy Statement the Company Recommendation, (ii) the\n      directors of the Company shall have withdrawn the Company Recommendation,\n      (iii) the directors of the Company shall have modified or changed the\n      Company Recommendation in a manner adverse to Parent or Sub (it being\n      agreed that any disclosure of information required by applicable law\n      regarding the Company's operations shall not be deemed a modification or\n      change of the Company Recommendation in a manner adverse to Parent or\n      Sub), provided that Parent shall not be entitled to terminate this\n      Agreement pursuant to this clause (iii) unless it has notified the Company\n      in writing that it intends to terminate the Agreement pursuant to this\n      clause (iii) and the Company has not, within two Business Days after\n      receipt of Parent's notice, revised the Company Recommendation in a manner\n      not so adverse, (iv) a tender or exchange offer relating to securities of\n      the Company shall have been commenced and the Company shall not have sent\n      to its security holders, within 15 Business Days after the commencement of\n      such tender or exchange offer (or such longer period as the Company\n      advises Parent it requires to obtain the information necessary to evaluate\n      such offer), a statement disclosing that the Company's Board of Directors\n      recommends rejection of such tender or exchange offer, (v) the directors\n      of the Company shall have approved or recommended to the stockholders of\n      the Company a Takeover Proposal, (vi) the directors of the Company shall\n      have approved or recommended that the stockholders of the Company tender\n      their shares of Company Common Stock into any tender offer or exchange\n      offer that is a Takeover Proposal or is related thereto, (vii) the Company\n      willfully breaches any of its obligations under Section 4.2 of this\n      Agreement that results in a Person making a Takeover Proposal, (viii) the\n      Company shall have materially breached its obligations under this\n      Agreement by reason of a failure to call the Company Stockholders Meeting\n      in accordance with Section 5.1(b), or (ix) the directors of the Company \n      shall have adopted a resolution to do any of the foregoing specified in \n      clauses (i), (ii), (iii), (iv), (v), (vi) or (viii); or\n\n\n\n                                       53\n\n\n\n\n\n      \n            (f) by the Company, if the Board of Directors of Company has\n      provided written notice to Parent that the Company intends to enter into a\n      binding written agreement for a Superior Proposal (with such termination\n      becoming effective upon the Company entering into such binding written\n      agreement); PROVIDED, HOWEVER, that (i) the Company shall have complied\n      with Section 4.2 in all material respects; (ii) the Company shall have (A)\n      notified Parent in writing of its receipt of such Superior Proposal, (B)\n      further notified Parent in writing that the Company intends to enter into\n      a binding agreement with respect to such Superior Proposal subject to\n      clause (iii) below and (C) attached the most current written version of\n      such Superior Proposal (or a summary containing all material terms and\n      conditions of such Superior Proposal) to such notice referred to in clause\n      (B), (iii) Parent does not make, within 72 hours after receipt of the\n      Company's written notice pursuant to clause (ii)(B) above, an offer that\n      the Board of Directors of the Company shall have reasonably concluded in\n      good faith (following consultation with its financial advisor and outside\n      counsel) is as favorable to the stockholders of the Company as such\n      Superior Proposal and (iv) the Company pays the Termination Fee and\n      Expenses in accordance with Section 5.8(b) concurrently with entering into\n      such binding written agreement.\n\n      Section 7.2. Effect of Termination. In the event of termination of this\n                   ---------------------\nAgreement by either the Company or Parent as provided in Section 7.1, this\nAgreement shall forthwith become void and have no effect, without any liability\nor obligation on the part of Parent, Sub or the Company, other than the\nprovisions of the second sentence of Section 5.4 obligation to keep confidential\nnonpublic information received from the other party and Section 5.8 fees and \nexpenses this Section 7.2 and ARTICLE VIII, which provisions shall survive such \ntermination, PROVIDED THAT, notwithstanding anything to the contrary contained \nin this Agreement, neither Parent nor the Company shall be relieved or released \nfrom any liabilities or damages arising out of its willful and material breach \nof this Agreement.\n\n      Section 7.3. Amendment. This Agreement may be amended by the parties\n                   ---------\nhereto at any time before or after approval of the matters presented in\nconnection with the Merger to the stockholders of the Company; PROVIDED,\nHOWEVER, that after any such approval, there shall be made no amendment that by\nlaw requires further approval by the stockholders of the Company without such\napproval. This Agreement may not be amended except by an instrument in writing\nsigned on behalf of each of the parties hereto.\n\n      Section 7.4. Extension; Waiver. At any time prior to the Effective Time,\n                   -----------------\nthe parties may (a) extend the time for the performance of any of the\nobligations or other acts of the other parties, (b) waive any inaccuracies in\nthe representations and warranties contained herein or in any document delivered\npursuant hereto or (c) subject to the proviso of Section 7.3, waive compliance\nwith any of the agreements or conditions contained herein. Any agreement on the\npart of a party to any such extension or waiver shall be valid only if set forth\nin an instrument in writing signed on behalf of such party. The failure of any \nparty to this Agreement to assert any of its rights under this Agreement or \notherwise shall not constitute a waiver of such rights.\n\n\n                                       54\n\n\n\n\n\n                                  ARTICLE VIII\n                               GENERAL PROVISIONS\n\n      Section 8.1. Nonsurvival of Representations and Warranties. None of the\n                   ---------------------------------------------\nrepresentations, warranties, covenants and other agreements in this Agreement or\nin any instrument delivered pursuant to this Agreement, including any rights\narising out of any breach of such representations, warranties, covenants and\nother agreements, shall survive the Effective Time, except for those covenants\nand agreements contained herein and therein (including Sections 5.6(d), 5.7 and\n5.14) that by their terms apply or are to be performed in whole or in part after\nthe Effective Time and this Article VIII.\n\n      Section 8.2. Notices. All notices, requests, claims, demands and other\n                   -------\ncommunications hereunder shall be in writing and shall be deemed given, and\nshall be effective upon receipt, if delivered personally, telecopied (which is\nconfirmed) or sent by overnight courier (providing proof of delivery) to the\nparties at the following addresses (or at such other address for a party as\nshall be specified by like notice):\n\n            if to Parent or Sub, to:\n\n                  TMP Worldwide inc.\n                  622 Third Avenue\n                  New York, New York 10017\n                  Telephone:  (212) 351-7000\n                  Telecopier: (917)256-8026\n                  Attention: CEO\nand\n\n                  TMP Worldwide inc.\n                  622 Third Avenue\n                  New York, New York 10017\n                  Telephone: (212) 351-7000\n                  Telecopier:(917)256-8026\n                  Attention: General Counsel\n\n            with a copy to (which shall not constitute notice):\n\n                  Fulbright &amp; Jaworski LLP\n                  666 Fifth Avenue\n                  New York, New York 10103\n                  Telephone: (212) 318-3000\n                  Telecopier: (212) 318-3400\n                  Attention: Gregg Berman, Esq.\n\n\n                                       55\n\n\n\n\n\n            if to the Company, to:\n\n                  HotJobs.com, Ltd.\n                  406 West 31st Street\n                  New York, New York 10001\n                  Telephone:  (212) 699-5300\n                  Telecopier: \n                  Attention: Chief Executive Officer\nand\n\n\n                  HotJobs.com, Ltd.\n                  406 West 31st Street\n                  New York, New York 10001\n                  Telephone:  (212) 699-5300\n                  Telecopier: (917) 438-2632\n                  Attention: General Counsel\n\n            with a copy to (which shall not constitute notice):\n\n                  Wachtell, Lipton, Rosen &amp; Katz\n                  51 West 52nd Street\n                  New York, New York 10014\n                  Telephone:  (212) 403-1000\n                  Telecopier: (212) 403-2000\n                  Attention: Mitchell S. Presser, Esq.\n\n\n      Section 8.3.  Definitions.  For purposes of this Agreement:\n                    -----------\n\n            (a) an \"AFFILIATE\" of any Person means another Person that directly\n                    ---------\n      or indirectly, through one or more intermediaries, controls, is controlled\n      by, or is under common control with, such first Person;\n\n            (b) \"BUSINESS DAY\" means any day other than Saturday, Sunday or any\n                 ------------\n      other day on which banks are legally permitted to be closed in New York,\n      New York;\n\n            (c) \"KNOWLEDGE\" of any Person that is not an individual means, with\n                 ---------\n      respect to any matter in question, the actual knowledge of any of such\n      person's executive officers having primary responsibility for such matter;\n\n            (d) \"MATERIAL ADVERSE EFFECT\" with respect to the Company or Parent,\n                 -----------------------\n      means any change, effect, event, occurrence or state of facts (or any\n      development that has had or is\n                                      \n\n                                       56\n\n\n\n\n\n      reasonably likely to have any change or effect) that is materially adverse\n      to the  business,  financial  condition or results of  operations  of such\n      entity and its Subsidiaries,  taken as a whole, PROVIDED, HOWEVER, none of\n      the  following  shall  be  deemed  in  themselves,   either  alone  or  in\n      combination,  to constitute, and none of the following shall be taken into\n      account in determining  whether there has been a Material  Adverse Effect:\n      (i) any change in the  market  price or  trading  volume of such  entity's\n      capital  stock after the date hereof,  (ii) any adverse  change,  event or\n      effect arising from or relating to general business or economic conditions\n      in the United States (including  prevailing interest rate and stock market\n      levels),  (iii)  any  adverse  change,  event or  effect  arising  from or\n      relating  to the general  state of the  industries  and market  sectors in\n      which such  entity  operates  and (iv) the loss of existing  customers  or\n      employees,   a  reduction  in  business  by,  or  revenue  from,  existing\n      customers,  or any  reduction  in job  seekers,  in  each  case  resulting\n      primarily from the announcement or consummation of the Merger;\n\n            (e) \"PERSON\" means an individual, corporation, partnership, limited\n                 ------\n      liability company, joint venture, association, trust, unincorporated\n      organization or other entity;\n\n            (f)  \"SIGNIFICANT  SUBSIDIARY\"  shall have the meaning ascribed to\n                  -----------------------\n      such term in Rule 1-02 of Regulation S-X of the SEC;\n\n            (g) a \"SUBSIDIARY\" of any Person means, with respect to such Person,\n                   ----------\n      any corporation, partnership, joint venture or other legal entity of which\n      such person (either alone or through or together with any other\n      subsidiary), owns, directly or indirectly, 50% or more of the stock or\n      other equity interests the holders of which are generally entitled to vote\n      for the election of the Board of Directors or other governing body of such\n      corporation or other legal entity; and\n\n            (h) \"SUPERIOR PROPOSAL\" means a bona fide written proposal made by a\n                 -----------------\n      Person other than a party hereto that is (a) for a Takeover Proposal\n      (except that references in the definition of \"Takeover Proposal\" to \"15%\"\n      shall be \"50%\") and (b) is on terms which the Board of Directors of the\n      Company in good faith concludes (following receipt of the advice of its\n      financial advisors and outside counsel), taking into account, among other\n      things, all legal, financial, regulatory and other aspects of the proposal\n      and the Person making the proposal, (i) would, if consummated, result in a\n      transaction that is more favorable to the Company's stockholders (in their\n      capacities as stockholders), from a financial point of view, than the \n      transactions contemplated by this Agreement and (ii) is reasonably capable\n      of being completed by March 31, 2002.\n\n      Section 8.4. Interpretation. When a reference is made in this Agreement to\n                   --------------\nan Article, a Section, Exhibit or Schedule, such reference shall be to an\nArticle of, a Section of, or an Exhibit or Schedule to, this Agreement unless\notherwise indicated. The table of contents and headings contained in this\nAgreement are for reference purposes only and shall not affect in any way the\nmeaning or interpretation of this Agreement. Whenever the words \"include\",\n\"includes\" or \n\n\n                                       57\n\n\n\n\n\"including\" are used in this Agreement, they shall be deemed to be followed\nby the words \"without limitation\". The words \"hereof\", \"herein\" and\n\"hereunder\" and words of similar import when used in this Agreement shall refer\nto this Agreement as a whole and not to any particular provision of this\nAgreement. All terms defined in this Agreement shall have the defined meanings\nwhen used in any certificate or other document made or delivered pursuant hereto\nunless otherwise defined therein. The definitions contained in this Agreement\nare applicable to the singular as well as the plural forms of such terms and to\nthe masculine as well as to the feminine and neuter genders of such term. Any\nagreement, instrument or statute defined or referred to herein or in any\nagreement or instrument that is referred to herein means such agreement,\ninstrument or statute as from time to time amended, modified or supplemented,\nincluding (in the case of agreements or instruments) by waiver or consent and\n(in the case of statutes) by succession of comparable successor statutes and\nreferences to all attachments thereto and instruments incorporated therein.\nReferences to a Person are also to its permitted successors and assigns.\nReferences to this Agreement include references to the Company Disclosure\nMemorandum and Parent Disclosure Memorandum. Each Section of this Agreement is\nqualified by the matters set forth in the related Section of the Company\nDisclosure Memorandum and of the Parent Disclosure Memorandum and by such\nmatters set forth any place else in this Agreement or in the Company Disclosure\nMemorandum or the Parent Disclosure Memorandum where the applicability of such\nqualification to the Section of this Agreement is reasonably apparent.\n\n      Section 8.5. Counterparts. This Agreement may be executed in one or more\n                   ------------\ncounterparts, all of which shall be considered one and the same agreement and\nshall become effective when two or more counterparts have been signed by each of\nthe parties and delivered to the other parties.\n\n      Section 8.6. Entire Agreement; Third-Party Beneficiaries. This Agreement\n                   -------------------------------------------\nand the Confidentiality Agreement (a) constitute the entire agreement, and\nsupersede all prior agreements and understandings, both written and oral, among\nthe parties with respect to the subject matter of this Agreement and the\nConfidentiality Agreement and (b) except for the provisions of Sections 5.6(f)\n(including the corresponding section of the Company Disclosure Memorandum), 5.7\nand 5.14, are not intended to confer upon any Person other than the parties any\nrights or remedies.\n\n      Section 8.7. Governing Law. This Agreement shall be governed by, and\n                   -------------\nconstrued in accordance with, the laws of the State of Delaware, regardless of\nthe laws that might otherwise govern under applicable principles of conflicts of\nlaws thereof.\n\n      Section 8.8. Assignment. Neither this Agreement nor any of the rights,\n                   ----------\ninterests or obligations hereunder shall be assigned, in whole or in part, by\noperation of law or otherwise by any of the parties without the prior written\nconsent of the other parties, except that Sub may assign, in its sole\ndiscretion, any of or all its rights, interests and obligations under this\nAgreement to Parent or to any direct or indirect wholly owned newly-formed\nUnited States Subsidiary of Parent, provided that no such assignment shall\nadversely affect the tax-free nature of the transaction and provided further\nthat no such assignment shall relieve Sub of any of its obligations hereunder.\nSubject to the preceding sentence, this Agreement will be binding upon, inure to\nthe benefit of, and be enforceable by, the parties and their respective\nsuccessors and assigns.\n\n\n                                       58\n\n\n\n\n\n      \n      Section 8.9. Enforcement. The parties agree that irreparable damage would\n                   -----------\noccur and that the parties would not have any adequate remedy at law in the\nevent that any of the provisions of this Agreement were not performed in\naccordance with their specific terms or were otherwise breached. It is\naccordingly agreed that the parties shall be entitled to an injunction or\ninjunctions to prevent breaches of this Agreement and to enforce specifically\nthe terms and provisions of this Agreement in the Chancery or other Courts of\nthe State of Delaware, this being in addition to any other remedy to which they\nare entitled at law or in equity. In addition, each of the parties hereto (a)\nconsents to submit itself to the personal jurisdiction of the Chancery or other\nCourts of the State of Delaware in the event any dispute arises out of this\nAgreement or the transactions contemplated by this Agreement, (b) agrees that it\nwill not attempt to deny or defeat such personal jurisdiction by motion or other\nrequest for leave from any such court, (c) agrees that it will not bring any\naction relating to this Agreement or the transactions contemplated by this\nAgreement in any court other than the Chancery or other Courts of the State of\nDelaware, and each of the parties irrevocably waives the right to trial by jury,\nand (d) each of the parties irrevocably consents to service of process by first\nclass certified mail, return receipt requested, postage prepaid, to the address\nat which such party is to receive notice.\n\n      Section 8.10. Severability. If any term or other provision of this\n                    ------------\nAgreement is invalid, illegal or incapable of being enforced by any rule of law\nor public policy, all other conditions and provisions of this Agreement shall\nnevertheless remain in full force and effect. Upon such determination that any\nterm other provision is invalid, illegal or incapable of being enforced, the\nparties hereto shall negotiate in good faith to modify this Agreement so as to\neffect the original intent of the parties as closely as possible to the fullest\nextent permitted by applicable law in an acceptable manner to the end that the\ntransactions contemplated hereby are fulfilled to the extent possible.\n\n               [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]\n\n\n\n\n                                       59\n\n\n\n\n\n      IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement\nto be signed by their respective officers thereunto duly authorized, all as of\nthe date first written above.\n\n                                          TMP WORLDWIDE INC.\n\n\n                                          By:  \/s\/ Myron F. Olesnyckyj\n                                             ----------------------------\n                                          Name:\n                                          Title:\n\n                                          TMP TOWER CORP.\n\n\n                                          By:  \/s\/ Myron F. Olesnyckyj\n                                             ----------------------------\n                                          Name:\n                                          Title:\n\n                                          HOTJOBS.COM, LTD.\n\n\n                                          By:  \/S\/ Dimitri Boylan\n                                             ----------------------------\n                                          Name:  Dimitri Boylan\n                                          Title: Pres &amp; CEO\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9068],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9622,9626],"class_list":["post-43131","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tmp-worldwide-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43131","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=43131"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43131"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43131"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43131"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}