{"id":43144,"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-verisign-inc-and-network.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-verisign-inc-and-network","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-verisign-inc-and-network.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Verisign Inc. and Network Solutions Inc."},"content":{"rendered":"<pre>\n                          Agreement and Plan of Merger\n\n                                  by and among\n\n                                 VeriSign, Inc.,\n\n                         Nickel Acquisition Corporation\n\n                                       and\n\n                             Network Solutions, Inc.\n\n                                        \n\n\n\n                                                                   March 6, 2000\n                                                                                \n\n\n\n================================================================================\n\n \n                                Table of Contents\n\n\n<caption>\n                                                                                                Page\n                                                                                                ----\n\n                                                                                           \nARTICLE I     THE MERGER.......................................................................   1\n         1.1  The Merger.......................................................................   1\n         1.2  Effective Time; Closing..........................................................   1\n         1.3  Effect of the Merger.............................................................   2\n         1.4  Certificate of Incorporation; Bylaws.............................................   2\n         1.5  Directors and Officers...........................................................   2\n         1.6  Effect on Capital Stock..........................................................   2\n         1.7  Exchange of Certificates.........................................................   3\n         1.8  No Further Ownership Rights in Company Common Stock..............................   6\n         1.9  Restricted Stock.................................................................   6\n        1.10  Tax Consequences.................................................................   7\n        1.11  Taking of Necessary Action; Further Action.......................................   7\nARTICLE II    REPRESENTATIONS AND WARRANTIES OF COMPANY........................................   7\n         2.1  Organization; Subsidiaries.......................................................   8\n         2.2  Company Capitalization...........................................................   8\n         2.3  Obligations With Respect to Capital Stock........................................   9\n         2.4  Authority; Non-Contravention.....................................................  10\n         2.5  SEC Filings; Company Financial Statements........................................  11\n         2.6  Absence of Certain Changes or Events.............................................  12\n         2.7  Taxes............................................................................  13\n         2.8  Title to Properties..............................................................  15\n         2.9  Intellectual Property............................................................  15\n        2.10  Compliance with Laws.............................................................  18\n        2.11  Litigation.......................................................................  18\n        2.12  Employee Benefit Plans...........................................................  19\n        2.13  Environmental Matters............................................................  23\n        2.14  Certain Agreements...............................................................  24\n        2.15  Brokers' and Finders' Fees.......................................................  25\n        2.16  Insurance........................................................................  25\n        2.17  Disclosure.......................................................................  25\n        2.18  Board Approval...................................................................  26\n        2.19  Fairness Opinion.................................................................  26\n        2.20  DGCL Section 203 and Rights Agreement Not Applicable.............................  26\n        2.21  Affiliates.......................................................................  26\nARTICLE III   REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB..........................  26\n         3.1  Organization of Parent and Merger Sub............................................  27\n         3.2  Parent and Merger Sub Capitalization.............................................  27\n         3.3  Obligations With Respect to Capital Stock........................................  28\n         3.4  Authority; Non-Contravention.....................................................  28\n\n\n\n\n                                     -ii-\n\n \n\n                                                                                           \n         3.5  SEC Filings; Parent Financial Statements.........................................  30\n         3.6  Absence of Certain Changes or Events.............................................  31\n         3.7  Taxes............................................................................  31\n         3.8  Title to Properties..............................................................  32\n         2.9  Intellectual Property............................................................  33\n        3.10  Compliance with Laws.............................................................  34\n        3.11  Litigation.......................................................................  34\n        3.12  Employee Benefit Plans...........................................................  35\n        3.13  Environmental Matters............................................................  37\n        3.14  Certain Agreements...............................................................  38\n        3.15  Brokers' and Finders' Fees.......................................................  39\n        3.16  Disclosure.......................................................................  39\n        3.17  Board Approval...................................................................  39\n        3.18  Fairness Opinion.................................................................  39\nARTICLE IV    CONDUCT PRIOR TO THE EFFECTIVE TIME..............................................  40\n         4.1  Conduct of Business by Company...................................................  40\n         4.2  Conduct of Business by Parent....................................................  42\nARTICLE V     ADDITIONAL AGREEMENTS............................................................  44\n         5.1  Proxy Statement\/Prospectus; Registration Statement; Antitrust and Other Filings..  44\n         5.2  Meeting of Company Stockholders..................................................  45\n         5.3  Meeting of Parent Stockholders...................................................  47\n         5.4  No Solicitation..................................................................  47\n         5.5  Confidentiality; Access to Information...........................................  49\n         5.6  Public Disclosure................................................................  49\n         5.7  Reasonable Efforts; Notification.................................................  50\n         5.8  Third Party Consents.............................................................  51\n         5.9  Stock Options and ESPP...........................................................  51\n        5.10  Form S-8.........................................................................  52\n        5.11  Indemnification..................................................................  52\n        5.12  Parent Board of Directors........................................................  52\n        5.13  Nasdaq Listing...................................................................  53\n        5.14  Letters of Accountants...........................................................  53\n        5.15  Takeover Statutes................................................................  53\n        5.16  Certain Employee Benefits........................................................  53\n        5.17  Tax Matters......................................................................  54\nARTICLE VI    CONDITIONS TO THE MERGER.........................................................  54\n         6.1  Conditions to Obligations of Each Party to Effect the Merger.....................  54\n         6.2  Additional Conditions to Obligations of Company..................................  55\n         6.3  Additional Conditions to the Obligations of Parent and Merger Sub................  56\nARTICLE VII   TERMINATION, AMENDMENT AND WAIVER................................................  57\n         7.1  Termination......................................................................  57\n\n\n\n\n                                     -iii-\n\n \n\n                                                                                           \n         7.2  Notice of Termination; Effect of Termination.....................................  59\n         7.3  Fees and Expenses................................................................  59\n         7.4  Amendment........................................................................  60\n         7.5  Extension; Waiver................................................................  60\nARTICLE VIII  GENERAL PROVISIONS...............................................................  61\n         8.1  Non-Survival of Representations and Warranties...................................  61\n         8.2  Notices..........................................................................  61\n         8.3  Interpretation; Certain Defined Terms............................................  62\n         8.4  Counterparts.....................................................................  63\n         8.5  Entire Agreement; Third Party Beneficiaries......................................  63\n         8.6  Severability.....................................................................  63\n         8.7  Other Remedies; Specific Performance.............................................  63\n         8.8  Governing Law....................................................................  64\n         8.9  Rules of Construction............................................................  64\n        8.10  Assignment.......................................................................  64\n        8.11  Waiver Of Jury Trial.............................................................  64\n \n\n\n                               Index of Exhibits\n\n\nExhibit A  Form of Voting Agreement\n\nExhibit B  Form of Registration Rights Agreement\n\n\n\n                                     -iv-\n\n \n                          Agreement and Plan of Merger\n\n\n     This Agreement and Plan of Merger (this \"Agreement\") is made and entered\ninto as of March 6, 2000, among VeriSign, Inc., a Delaware corporation\n(\"Parent\"), Nickel Acquisition Corporation, a Delaware corporation and a wholly\nowned first-tier subsidiary of Parent (\"Merger Sub\"), and Network Solutions,\nInc., a Delaware corporation (\"Company\").\n\n                                    Recitals\n\n     A.  The respective Boards of Directors of Parent, Merger Sub and Company\nhave approved this Agreement, and declared advisable the merger of Merger Sub\nwith and into Company (the \"Merger\") upon the terms and subject to the\nconditions of this Agreement and in accordance with the General Corporation Law\nof the State of Delaware (\"Delaware Law\").\n\n     B.  For United States federal income tax purposes, the Merger is intended\nto qualify as a \"reorganization\" pursuant to the provisions of Section 368 of\nthe Internal Revenue Code of 1986, as amended (the \"Code\").  For accounting\npurposes, the Merger is intended to be accounted for as a \"purchase\" under\nUnited States generally accepted accounting principles (\"GAAP\").\n\n     C.  Concurrently with the execution of this Agreement, and as a condition\nand inducement to Parent's willingness to enter into this Agreement, a\nstockholder of Company is entering into a Voting Agreement with Parent in the\nform of Exhibit A (the \"Voting Agreement\").\n\n     D.  Concurrently with the execution of this Agreement, Parent and a\nstockholder of Company are entering into a Registration Rights Agreement in the\nform of Exhibit B (the \"Registration Rights Agreement\").\n\n     In consideration of the foregoing and the representations, warranties,\ncovenants and agreements set forth in this Agreement, the parties agree as\nfollows:\n\n\n                                    Article I\n                                   The Merger\n\n     1.1  The Merger.  Upon the terms and subject to the conditions of this\n          ----------                                                         \nAgreement and the applicable provisions of Delaware Law, at the Effective Time,\nMerger Sub shall be merged with and into Company, the separate corporate\nexistence of Merger Sub shall cease, and Company shall continue as the surviving\ncorporation of the Merger (the \"Surviving Corporation\").\n\n     1.2  Effective Time; Closing.  Subject to the provisions of this\n          -----------------------                                      \nAgreement, Company and Merger Sub will file a certificate of merger, in such\nappropriate form as determined by the parties, with the Secretary of State of\nthe State of Delaware in accordance with the relevant \n\n \nprovisions of Delaware Law (the \"Certificate of Merger\") (the time of such\nfiling (or such later time as may be agreed in writing by Company and Parent and\nspecified in the Certificate of Merger) being the \"Effective Time\") as soon as\npracticable on or after the Closing Date. The closing of the Merger (the\n\"Closing\") shall take place at the offices of Fenwick &amp; West LLP, Two Palo Alto\nSquare, Palo Alto, California, at a time and date to be specified by the\nparties, which shall be no later than the second business day after the\nsatisfaction or waiver of the conditions set forth in Article VI, or at such\nother time, date and location as the parties hereto agree in writing (the\n\"Closing Date\").\n\n     1.3  Effect of the Merger.  At the Effective Time, the effect of the\n          --------------------                                             \nMerger shall be as provided in this Agreement and the applicable provisions of\nDelaware Law.  Without limiting the generality of the foregoing, at the\nEffective Time, the Surviving Corporation shall possess all the property,\nrights, privileges, powers and franchises of Company and Merger Sub, and shall\nbe subject to all debts, liabilities and duties of Company and Merger Sub.\n\n     1.4  Certificate of Incorporation; Bylaws.\n          ------------------------------------   \n\n          (a) At the Effective Time, the Certificate of Incorporation of Merger\nSub, as in effect immediately prior to the Effective Time, shall be the\nCertificate of Incorporation of the Surviving Corporation until thereafter\namended as provided by law and such Certificate of Incorporation of the\nSurviving Corporation; provided, however, that at the Effective Time Article I\nof the Certificate of Incorporation of the Surviving Corporation shall be\namended to read: \"The name of the corporation is `Network Solutions, Inc.'\"\n\n          (b) At the Effective Time, the Bylaws of Merger Sub, as in effect\nimmediately prior to the Effective Time, shall be the Bylaws of the Surviving\nCorporation until thereafter amended.\n\n     1.5  Directors and Officers.  The initial directors of the Surviving\n          ----------------------                                           \nCorporation shall be the directors of Merger Sub immediately prior to the\nEffective Time, until their respective successors are duly elected or appointed\nand qualified.  The initial officers of the Surviving Corporation shall be the\nofficers of Company immediately prior to the Effective Time, until their\nrespective successors are duly appointed.\n\n     1.6  Effect on Capital Stock.  Subject to the terms and conditions of\n          -----------------------                                           \nthis Agreement, at the Effective Time, by virtue of the Merger and without any\naction on the part of Merger Sub, Company or the holders of any of the following\nsecurities:\n\n          (a) Conversion of Company Common Stock.  Each share of common stock,\n              ----------------------------------                              \npar value $0.001 per share, of Company (\"Company Common Stock\") issued and\noutstanding immediately prior to the Effective Time, other than any shares of\nCompany Common Stock to be canceled pursuant to Section 1.6(b), will be canceled\nand extinguished and automatically converted (subject to Section 1.6(e)) into\nthe right to receive 2.15 (the \"Exchange Ratio\") shares of common stock, par\nvalue $0.001 per share, of Parent (\"Parent Common Stock\") upon surrender of the\ncertificate representing such share of Company Common Stock in the manner\nprovided in Section 1.7.  No fraction of a share of Parent Common Stock will be\nissued by virtue \n\n                                      -2-\n\n \nof the Merger, but in lieu thereof, a cash payment shall be made pursuant to\nSection 1.7(e). For the avoidance of doubt, following the two-for-one stock\ndividend payable on Company Common Stock on March 10, 2000, the Exchange Ratio\nwill be 1.075.\n\n          (b) Cancellation of Company-Owned and Parent-Owned Stock.  Each share\n              ----------------------------------------------------             \nof Company Common Stock held by Company or owned by Merger Sub, Parent or any\ndirect or indirect wholly owned subsidiary of Company or of Parent immediately\nprior to the Effective Time shall be canceled and extinguished without any\nconversion thereof.\n\n          (c) Stock Options; Employee Stock Purchase Plan.  At the Effective\n              -------------------------------------------                   \nTime, all options to purchase Company Common Stock then outstanding under\nCompany's 1996 Stock Incentive Plan (the \"Company Stock Option Plan\") shall be\nassumed by Parent in accordance with Section 5.9 of this Agreement.  Rights\noutstanding under Company's 1997 Employee Stock Purchase Plan (the \"Company\nESPP\") shall be treated as set forth in Section 5.9 of this Agreement.\n\n          (d) Capital Stock of Merger Sub.  Each share of common stock, par\n              ---------------------------                                  \nvalue $0.01 per share, of Merger Sub (the \"Merger Sub Common Stock\"), issued and\noutstanding immediately prior to the Effective Time shall be converted into one\nvalidly issued, fully paid and nonassessable share of common stock, $0.01 par\nvalue per share, of the Surviving Corporation.  Following the Effective Time,\neach certificate evidencing ownership of shares of Merger Sub common stock shall\nevidence ownership of such shares of capital stock of the Surviving Corporation.\n\n          (e) Adjustments to Exchange Ratio.  The Exchange Ratio shall be\n              -----------------------------                              \nadjusted to reflect appropriately the effect of any stock split, reverse stock\nsplit, stock dividend (including any dividend or distribution of securities\nconvertible into Parent Common Stock or Company Common Stock), reorganization,\nrecapitalization, reclassification or other like change with respect to Parent\nCommon Stock or Company Common Stock occurring on or after the date hereof and\nprior to the Effective Time.\n\n     1.7  Exchange of Certificates.\n          ------------------------   \n\n          (a) Exchange Agent.  Parent shall select an institution reasonably\n              --------------                                                \nacceptable to Company to act as the exchange agent (the \"Exchange Agent\") in the\nMerger.\n\n          (b) Exchange Fund.  Promptly after the Effective Time, Parent shall\n              -------------                                                  \nmake available to the Exchange Agent for exchange in accordance with this\nArticle I, the shares of Parent Common Stock (such shares of Parent Common\nStock, together with cash in lieu of fractional shares and any dividends or\ndistributions with respect thereto, are hereinafter referred to as the \"Exchange\nFund\") issuable pursuant to Section 1.6 in exchange for outstanding shares of\nCompany Common Stock.\n\n          (c) Exchange Procedures.  Promptly after the Effective Time, Parent\n              -------------------                                            \nshall instruct the Exchange Agent to mail to each holder of record of a\ncertificate or certificates (\"Certificates\") which immediately prior to the\nEffective Time represented outstanding shares of Company Common Stock whose\nshares were converted into shares of Parent Common Stock \n\n                                      -3-\n\n \npursuant to Section 1.6, (i) a letter of transmittal in customary form (that\nshall specify that delivery shall be effected, and risk of loss and title to the\nCertificates shall pass, only upon proper delivery of the Certificates to the\nExchange Agent and shall contain such other provisions as Parent may reasonably\nspecify) and (ii) instructions for use in effecting the surrender of the\nCertificates in exchange for certificates representing shares of Parent Common\nStock. Upon surrender of Certificates for cancellation to the Exchange Agent\ntogether with such letter of transmittal, duly completed and validly executed in\naccordance with the instructions thereto, the holders of such Certificates shall\nbe entitled to receive in exchange therefor certificates representing the number\nof whole shares of Parent Common Stock into which their shares of Company Common\nStock were converted at the Effective Time, payment in lieu of fractional shares\nthat such holders have the right to receive pursuant to Section 1.7(e) and any\ndividends or distributions payable pursuant to Section 1.7(d), and the\nCertificates so surrendered shall forthwith be canceled. Until so surrendered,\noutstanding Certificates will be deemed from and after the Effective Time, for\nall corporate purposes, to evidence only the ownership of the number of full\nshares of Parent Common Stock into which such shares of Company Common Stock\nshall have been so converted and the right to receive an amount in cash in lieu\nof the issuance of any fractional shares in accordance with Section 1.7(e) and\nany dividends or distributions payable pursuant to Section 1.7(d). No interest\nwill be paid or accrued on any cash in lieu of fractional shares of Parent\nCommon Stock or on any unpaid dividends or distributions payable to holders of\nCertificates. In the event of a transfer of ownership of shares of Company\nCommon Stock which is not registered in the transfer records of Company, a\ncertificate representing the proper number of shares of Parent Common Stock may\nbe issued to a transferee if the Certificate representing such shares of Company\nCommon Stock is presented to the Exchange Agent, accompanied by all documents\nrequired to evidence and effect such transfer and by evidence that any\napplicable stock transfer taxes have been paid.\n\n          (d) Distributions With Respect to Unexchanged Shares.  No dividends or\n              ------------------------------------------------                  \nother distributions declared or made after the date of this Agreement with\nrespect to Parent Common Stock with a record date after the Effective Time will\nbe paid to the holders of any unsurrendered Certificates with respect to the\nshares of Parent Common Stock represented thereby until the holders of record of\nsuch Certificates shall surrender such Certificates.  Subject to applicable law,\nfollowing surrender of any such Certificates, the Exchange Agent shall deliver\nto the holders of certificates representing whole shares of Parent Common Stock\nissued in exchange therefor, without interest, (i) promptly, the amount of any\ncash payable with respect to a fractional share of Parent Common Stock to which\nsuch holder is entitled pursuant to Section 1.7(e) and the amount of dividends\nor other distributions with a record date after the Effective Time theretofore\npaid with respect to such whole shares of Parent Common Stock, and (ii) at the\nappropriate payment date, the amount of dividends or other distributions with a\nrecord date after the Effective Time but prior to surrender and a payment date\noccurring after surrender, payable with respect to such whole shares of Parent\nCommon Stock.\n\n          (e) Fractional Shares.  (i) As promptly as practicable following the\n              -----------------                                               \nEffective Time, the Exchange Agent shall determine the excess of (A) the number\nof full shares of Parent Common Stock delivered to the Exchange Agent pursuant\nto Section 1.7(b), over (B) the aggregate number of full shares of Parent Common\nStock to be distributed to holders of Company Common Stock pursuant to Section\n1.7(c) (such excess, the \"Excess Shares\").  \n\n                                      -4-\n\n \nFollowing the Effective Time, the Exchange Agent, as agent for the holders of\nCompany Common Stock, shall sell the Excess Shares at then prevailing prices on\nthe Nasdaq Stock Market in the manner set forth in paragraph (ii) of this\nSection 1.7(e).\n\n          (ii) The sale of the excess shares by the Exchange Agent shall be\nexecuted on the Nasdaq Stock Market and shall be executed in round lots to the\nextent practicable.  The Exchange Agent shall use all commercially reasonable\nefforts to complete the sale of the Excess Shares as promptly following the\nEffective Time as, in the Exchange Agent's reasonable judgment, is practicable\nconsistent with obtaining the best execution of such sales in light of\nprevailing market conditions.  Until the net proceeds of such sales have been\ndistributed to the holders of Company Common Stock, the Exchange Agent will hold\nsuch proceeds in trust for the holders of Company Common Stock.  The Exchange\nAgent will determine the portion of such net proceeds to which each holder of\nCompany Common Stock shall be entitled, if any, by multiplying the amount of the\naggregate net proceeds by a fraction the numerator of which is the amount of the\nfractional share interest to which such holder of Company Common Stock is\nentitled (after taking into account all shares of Parent Common Stock to be\nissued to such holder) and the denominator of which is the aggregate amount of\nfractional share interests to which all holders of Company Common Stock are\nentitled.  As soon as practicable after the determination of the amount of cash,\nif any, to be paid to holders of Company Common Stock with respect to fractional\nshare interests, the Exchange Agent shall promptly pay such amounts to such\nholders of Company Common Stock in accordance with the terms of Section 1.7(c).\n\n          (iii)  Notwithstanding the provisions of paragraphs (i) and (ii) of\nthis Section 1.7(e), Parent may decide, at its option, exercised prior to the\nEffective Time, in lieu of the issuance and sale of Excess Shares and the making\nof the payments contemplated in such paragraphs, that Parent shall pay to the\nExchange Agent an amount sufficient for the Exchange Agent to pay each holder of\nCompany Common Stock the amount such holder would have received pursuant to\nSection 1.7(e)(ii) assuming that the sales of Parent Common Stock were made at a\nprice equal to the average of the closing prices of the Parent Common Stock on\nthe Nasdaq Stock Market for the ten consecutive trading days immediately\nfollowing the Effective Time and, in such case, all references herein to the\ncash proceeds of the sale of the Excess Shares and similar references shall be\ndeemed to mean and refer to the payments calculated as set forth in this\nparagraph (iii).  In such event, Excess Shares shall not be issued or otherwise\ntransferred to the Exchange Agent pursuant to Sections 1.7(b) or (e).\n\n          (f) Required Withholding.  Each of the Exchange Agent, Parent and the\n              --------------------                                             \nSurviving Corporation shall be entitled to deduct and withhold from any\nconsideration payable or otherwise deliverable pursuant to this Agreement to any\nholder or former holder of Company Common Stock such amounts as may be required\nto be deducted or withheld therefrom under the Code or under any provision of\nstate, local or foreign tax law or under any other applicable Legal Requirement\n(as defined in Section 2.2(b)).  To the extent such amounts are so deducted or\nwithheld, such amounts shall be treated for all purposes under this Agreement as\nhaving been paid to the person to whom such amounts would otherwise have been\npaid.\n\n          (g) Lost, Stolen or Destroyed Certificates.  In the event that any\n              --------------------------------------                        \nCertificates shall have been lost, stolen or destroyed, the Exchange Agent shall\nissue in exchange for such \n\n                                      -5-\n\n \nlost, stolen or destroyed Certificates, upon the making of an affidavit of that\nfact by the holder thereof, certificates representing the shares of Parent\nCommon Stock into which the shares of Company Common Stock represented by such\nCertificates were converted pursuant to Section 1.6, cash for fractional shares,\nif any, as may be required pursuant to Section 1.7(e) and any dividends or\ndistributions payable pursuant to Section 1.7(d); provided, however, that Parent\nmay, in its discretion and as a condition precedent to the issuance of such\ncertificates representing shares of Parent Common Stock, cash and other\ndistributions, require the owner of such lost, stolen or destroyed Certificates\nto deliver a bond in such sum as it may reasonably direct as indemnity against\nany claim that may be made against Parent, the Surviving Corporation or the\nExchange Agent with respect to the Certificates alleged to have been lost,\nstolen or destroyed.\n\n          (h) No Liability.  Notwithstanding anything to the contrary in this\n              ------------                                                   \nSection 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor\nany party hereto shall be liable to a holder of shares of Parent Common Stock or\nCompany Common Stock for any amount properly paid to a public official pursuant\nto any applicable abandoned property, escheat or similar law.\n\n          (i) Termination of Exchange Fund.  Any portion of the Exchange Fund\n              ----------------------------                                   \nwhich remains undistributed to the holders of Company Common Stock for six\nmonths after the Effective Time shall be delivered to Parent, upon demand, and\nany holders of Company Common Stock who have not theretofore complied with the\nprovisions of this Section 1.7 shall thereafter look only to Parent for the\nshares of Parent Common Stock, any cash in lieu of fractional shares of Parent\nCommon Stock to which they are entitled pursuant to Section 1.7(e) and any\ndividends or other distributions with respect to Parent Common Stock to which\nthey are entitled pursuant to Section 1.7(d), in each case, without any interest\nthereon.\n\n     1.8  No Further Ownership Rights in Company Common Stock.  All shares of\n          ---------------------------------------------------                  \nParent Common Stock issued in accordance with the terms hereof (including any\ncash paid in respect thereof pursuant to Section 1.7(d) and (e)) shall be deemed\nto have been issued in full satisfaction of all rights pertaining to such shares\nof Company Common Stock, and there shall be no further registration of transfers\non the records of the Surviving Corporation of shares of Company Common Stock\nthat were outstanding immediately prior to the Effective Time.  If after the\nEffective Time Certificates are presented to the Surviving Corporation for any\nreason, they shall be canceled and exchanged as provided in this Article I.\n\n     1.9  Restricted Stock.  If any shares of Company Common Stock that are\n          ----------------                                                   \noutstanding immediately prior to the Effective Time are unvested or are subject\nto a repurchase option, risk of forfeiture or other condition providing that\nsuch shares (\"Company Restricted Stock\") may be forfeited or repurchased by the\nCompany upon any termination of the stockholders' employment, directorship or\nother relationship with the Company (and\/or any affiliate of the Company) under\nthe terms of any restricted stock purchase agreement or other agreement with the\nCompany that does not by its terms provide that such repurchase option, risk of\nforfeiture or other condition lapses upon consummation of the Merger, then the\nshares of Parent Common Stock issued upon the conversion of such shares of\nCompany Common Stock in the Merger will continue to be unvested and subject to\nthe same repurchase options, risks of forfeiture or other conditions \n\n                                      -6-\n\n \nfollowing the Effective Time, and the certificates representing such shares of\nParent Common Stock may accordingly be marked with appropriate legends noting\nsuch repurchase options, risks of forfeiture or other conditions. Company shall\ntake all actions that may be necessary to ensure that, from and after the\nEffective Time, Parent is entitled to exercise any such repurchase option or\nother right set forth in any such restricted stock purchase agreement or other\nagreement. A listing of the holders of Company Restricted Stock, together with\nthe number of shares and the vesting schedule of Company Restricted Stock held\nby each, is set forth in Part 1.9 of the Company Disclosure Letter.\n\n     1.10  Tax Consequences.  It is intended by the parties hereto that the\n           ----------------                                                  \nMerger shall constitute a \"reorganization\" within the meaning of Section 368 of\nthe Code.  The parties hereto adopt this Agreement as a \"plan of reorganization\"\nwithin the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States\nIncome Tax Regulations.\n\n     1.11  Taking of Necessary Action; Further Action.  If, at any time after\n           ------------------------------------------                          \nthe Effective Time, any further action is necessary or desirable to carry out\nthe purposes of this Agreement and to vest the Surviving Corporation with full\nright, title and possession to all assets, property, rights, privileges, powers\nand franchises of Company and Merger Sub, the officers and directors of Company\nand Merger Sub will take all such lawful and necessary action.  Parent shall\ncause Merger Sub to perform all of its obligations relating to this Agreement\nand the transactions contemplated hereby.\n\n\n                                   Article II\n                   Representations and Warranties of Company\n\n     As of the date of this Agreement and as of the Closing Date, except as\ndisclosed in (i) Company's Annual Report on Form 10-K for the year ending\nDecember 31, 1998 and any Company SEC Reports (as defined below) filed\nsubsequent to such Form 10-K, and (ii) the disclosure letter delivered by\nCompany to Parent dated as of the date hereof and certified by a duly authorized\nofficer of Company (the \"Company Disclosure Letter\") (each Part of which\nqualifies the correspondingly numbered representation, warranty or covenant to\nthe extent specified therein and such other representations, warranties or\ncovenants to the extent a matter in such Part is disclosed in such a way as to\nmake its relevance to such other representation, warranty or covenant readily\napparent), Company represents and warrants to Parent and Merger Sub as follows:\n\n     2.1  Organization; Subsidiaries.\n          --------------------------\n\n          (a) Company and each of its subsidiaries is a corporation duly\norganized, validly existing and in good standing under the laws of the\njurisdiction of its incorporation and has all requisite corporate power and\nauthority, and all requisite qualifications to do business as a foreign\ncorporation, to conduct its business in the manner in which its business is\ncurrently being conducted, except where the failure to be so organized, existing\nor in good standing or to have such power, authority or qualifications would\nnot, individually or in the aggregate, have a \n\n                                      -7-\n\n \nMaterial Adverse Effect (as defined in Section 8.3) on Company.\n\n          (b) Other than as set forth in Part 2.1 of the Company Disclosure\nLetter, neither Company nor any of the other corporations identified in Part 2.1\nof the Company Disclosure Letter owns any capital stock of, or any equity\ninterest of any nature in, any corporation, partnership, joint venture\narrangement or other business entity, other than the entities identified in Part\n2.1 of the Company Disclosure Letter, except for passive investments in equity\ninterests of public companies as part of the cash management program of Company.\nNeither Company nor any of its subsidiaries has agreed or is obligated to make,\nor is bound by any written, oral or other agreement, contract, subcontract,\nlease, binding understanding, instrument, note, option, warranty, purchase\norder, license, sublicense, insurance policy, benefit plan or legally binding\ncommitment or undertaking of any nature, as in effect as of the date hereof or\nas may hereinafter be in effect under which it may become obligated to make any\nfuture material investment in or material capital contribution to any other\nentity.  Neither Company, nor any of its subsidiaries, is a general partner of\nany general partnership, limited partnership or other similar entity.  Part 2.1\nof the Company Disclosure Letter indicates the jurisdiction of organization of\neach entity listed therein and Company's direct or indirect equity interest\ntherein.\n\n          (c) Company has delivered or made available to Parent a true and\ncorrect copy of the Certificate of Incorporation and Bylaws of Company and\nsimilar governing instruments of each of its subsidiaries, each as amended to\ndate (collectively, the \"Company Charter Documents\"), and each such instrument\nis in full force and effect.  Neither Company nor any of its subsidiaries is in\nviolation of any of the provisions of the Company Charter Documents.\n\n     2.2  Company Capitalization.\n          ----------------------\n\n          (a) The authorized capital stock of Company consists solely of\n210,000,000 shares of Company Common Stock, of which there were 36,166,801\nshares issued and outstanding as of the close of business on March 3, 2000, and\n10,000,000 shares of preferred stock, par value $0.001 per share, of which no\nshares are issued or outstanding.  All outstanding shares of Company Common\nStock are duly authorized, validly issued, fully paid and nonassessable and are\nnot subject to preemptive rights created by statute, the Certificate of\nIncorporation or Bylaws of Company or any agreement or document to which Company\nis a party or by which it is bound.  As of the date of this Agreement, there are\nno shares of Company Common Stock held in treasury by the Company.  From and\nafter the Effective Time, the shares of Parent Common Stock issued in exchange\nfor any shares of Company Restricted Stock will, without any further act of\nParent, the Company or any other person, become subject to the restrictions,\nconditions and other provisions of such Company Restricted Stock, and Parent\nwill automatically succeed to and become entitled to exercise the Company's\nrights and remedies under such Company Restricted Stock.\n\n          (b) As of the close of business on March 3, 2000, (i) 4,076,097 shares\nof Company Common Stock are subject to issuance pursuant to outstanding options\nto purchase Company Common Stock under the Company Stock Option Plan (\"Company\nOptions\") for a \n\n                                      -8-\n\n \nweighted average aggregate exercise price of approximately $75.43, (ii) 457,370\nshares of Company Common Stock are reserved for future issuance under the\nCompany ESPP, and (iii) 500,000 shares of Company Common Stock are reserved for\nfuture issuance under the Company's 401(k) Plan. Part 2.2(b) of the Company\nDisclosure Letter sets forth the following information with respect to each\nCompany Option outstanding as of the date of this Agreement: (i) the name of the\noptionee; (ii) the number of shares of Company Common Stock subject to such\nCompany Option; (iii) the exercise price of such Company Option; (iv) the date\non which such Company Option was granted or assumed; (v) the date on which such\nCompany Option expires and (vi) whether the exercisability of such option will\nbe accelerated in any way by the transactions contemplated by this Agreement,\nand indicates the extent of any such acceleration. Company has made available to\nParent an accurate and complete copy of the Company Stock Option Plan and the\nform of all stock option agreements evidencing Company Options. There are no\noptions outstanding to purchase shares of Company Common Stock other than\npursuant to the Company Stock Option Plan. All shares of Company Common Stock\nsubject to issuance as aforesaid, upon issuance on the terms and conditions\nspecified in the instruments pursuant to which they are issuable, will be duly\nauthorized, validly issued, fully paid and nonassessable.\n\n          (c) All outstanding shares of Company Common Stock, all outstanding\nCompany Options, and all outstanding shares of capital stock of each subsidiary\nof Company have been issued and granted in compliance with (i) all applicable\nsecurities laws and other applicable material Legal Requirements and (ii) all\nmaterial requirements set forth in applicable agreements or instruments.  For\nthe purposes of this Agreement, \"Legal Requirements\" means any federal, state,\nlocal, municipal, foreign or other law, statute, constitution, principle of\ncommon law, resolution, ordinance, code, edict, decree, rule, regulation, ruling\nor requirement issued, enacted, adopted, promulgated, implemented or otherwise\nput into effect by or under the authority of any Governmental Entity (as defined\nin Section 2.4).\n\n     2.3  Obligations With Respect to Capital Stock. Except as set forth in\n          -----------------------------------------  \nPart 2.3 of the Company Disclosure Letter, there are no equity securities,\npartnership interests or similar ownership interests of any class of Company\nequity security, or any securities exchangeable or convertible into or\nexercisable for such equity securities, partnership interests or similar\nownership interests, issued, reserved for issuance or outstanding. Company owns\nall of the securities of its subsidiaries identified on Part 2.1 of the Company\nDisclosure Letter, free and clear of all claims and Encumbrances, and there are\nno other equity securities, partnership interests or similar ownership interests\nof any class of equity security of any subsidiary of Company, or any security\nexchangeable or convertible into or exercisable for such equity securities,\npartnership interests or similar ownership interests, issued, reserved for\nissuance or outstanding. For purposes of this Agreement, \"Encumbrances\" means\nany lien, pledge, hypothecation, charge, mortgage, security interest,\nencumbrance, claim, infringement, interference, option, right of first refusal,\npreemptive right, community property interest or restriction of any nature\n(including any restriction on the voting of any security, any restriction on the\ntransfer of any security or other asset, any restriction on the receipt of any\nincome derived from any asset, any restriction on the use of any asset and any\nrestriction on the possession, exercise or transfer of any other attribute of\nownership of any asset). Except as set forth in Part 2.2 or Part 2.3 of the\nCompany Disclosure Letter, there are no subscriptions, options, warrants, equity\nsecurities, partnership interests or similar ownership interests, calls, rights\n(including \n\n                                      -9-\n\n \npreemptive rights), commitments or agreements of any character to which Company\nor any of its subsidiaries is a party or by which it is bound obligating Company\nor any of its subsidiaries to issue, deliver or sell, or cause to be issued,\ndelivered or sold, or repurchase, redeem or otherwise acquire, or cause the\nrepurchase, redemption or acquisition of, any shares of capital stock,\npartnership interests or similar ownership interests of Company or any of its\nsubsidiaries or obligating Company or any of its subsidiaries to grant, extend,\naccelerate the vesting of or enter into any such subscription, option, warrant,\nequity security, call, right, commitment or agreement. Except as contemplated by\nthis Agreement, the Registration Rights Agreement, and the Registration Rights\nAgreement between Company and Science Applications International Corporation,\nthere are no registration rights with respect to any equity security of any\nclass of Company or with respect to any equity security, partnership interest or\nsimilar ownership interest of any class of any of its subsidiaries.\n\n     2.4  Authority; Non-Contravention.\n          ----------------------------\n\n          (a) Company has all requisite corporate power and authority to enter\ninto this Agreement and to consummate the transactions contemplated hereby.  The\nexecution and delivery of this Agreement and the consummation of the\ntransactions contemplated hereby have been duly authorized by all necessary\ncorporate action on the part of Company, subject only to the approval and\nadoption of this Agreement and the approval of the Merger by Company's\nstockholders (the \"Company Stockholder Approvals\") and the filing of the\nCertificate of Merger pursuant to Delaware Law.  The affirmative vote of the\nholders of a majority of the outstanding shares of Company Common Stock is\nsufficient for Company's stockholders to approve and adopt this Agreement and\napprove the Merger, and no other approval of any holder of any securities of\nCompany is required in connection with the consummation of the transactions\ncontemplated hereby.  This Agreement has been duly executed and delivered by\nCompany and, assuming the due execution and delivery by Parent and Merger Sub,\nconstitutes the valid and binding obligation of Company, enforceable against\nCompany in accordance with its terms, except as enforceability may be limited by\nbankruptcy and other similar laws affecting the rights of creditors generally\nand general principles of equity.\n\n          (b) The execution and delivery of this Agreement by Company does not,\nand the performance of this Agreement by Company will not, (i) conflict with or\nviolate the Company Charter Documents, (ii) subject to obtaining the Company\nStockholder Approvals and compliance with the requirements set forth in Section\n2.4(c), conflict with or violate any law, rule, regulation, order, judgment or\ndecree applicable to Company or any of its subsidiaries or by which Company or\nany of its subsidiaries or any of their respective properties is bound or\naffected, or (iii) result in any breach of or constitute a default (or an event\nthat with notice or lapse of time or both would become a default) under, or\nimpair Company's rights or alter the rights or obligations of any third party\nunder, or give to others any rights of termination, amendment, acceleration or\ncancellation of, or result in the creation of an Encumbrance on any of the\nproperties or assets of Company or any of its subsidiaries pursuant to, any\nnote, bond, mortgage, indenture, agreement, lease, license, permit, franchise,\nconcession, or other instrument or obligation to which Company or any of its\nsubsidiaries is a party or by which Company or any of its subsidiaries or its or\nany of their respective assets are bound or affected, except, in the case of\nclauses (ii) and (iii), for such conflicts, violations, breaches, defaults,\nimpairments, or rights \n\n                                      -10-\n\n \nwhich, individually or in the aggregate, would not have a Material Adverse\nEffect on Company. Part 2.4(b) of the Company Disclosure Letter list all\nconsents, waivers and approvals under any of Company's or any of its\nsubsidiaries' agreements, licenses or leases required to be obtained in\nconnection with the consummation of the transactions contemplated hereby, which,\nif individually or in the aggregate not obtained, would result in a material\nloss of benefits to Company, Parent or the Surviving Corporation as a result of\nthe Merger.\n\n          (c) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with any court, administrative agency or commission or\nother governmental authority or instrumentality, foreign or domestic\n(\"Governmental Entity\") or other person, is required to be obtained or made by\nCompany in connection with the execution and delivery of this Agreement or the\nconsummation of the Merger, except for (i) the filing of the Certificate of\nMerger with the Secretary of State of the State of Delaware and appropriate\ndocuments with the relevant authorities of other states in which the Company is\nqualified to do business, (ii) the filing of the Proxy Statement\/Prospectus (as\ndefined in Section 2.17) with the Securities and Exchange Commission (\"SEC\") in\naccordance with the Securities Exchange Act of 1934, as amended (the \"Exchange\nAct\") and the effectiveness of the Registration Statement (as defined in Section\n2.17), (iii) such consents, approvals, orders, authorizations, registrations,\ndeclarations and filings as may be required under applicable federal, foreign\nand state securities (or related) laws and the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended (the \"HSR Act\"), and the securities or\nantitrust laws of any foreign country, and (iv) such other consents,\nauthorizations, filings, approvals and registrations which if not obtained or\nmade would not be material to the Company, Parent or the Surviving Corporation\nor have a material adverse effect on the ability of the parties hereto to\nconsummate the Merger.\n\n     2.5  SEC Filings; Company Financial Statements.\n          -----------------------------------------\n\n          (a) Company has filed all forms, reports and documents required to be\nfiled by Company with the SEC since the effective date of the registration\nstatement of Company's initial public offering and has made available to Parent\nsuch forms, reports and documents in the form filed with the SEC.  All such\nrequired forms, reports and documents (including those that Company may file\nsubsequent to the date hereof) are referred to herein as the \"Company SEC\nReports.\" As of their respective dates, the Company SEC Reports (i) were\nprepared in accordance with the requirements of the Securities Act of 1933, as\namended (the \"Securities Act\"), or the Exchange Act, as the case may be, and the\nrules and regulations of the SEC thereunder applicable to such Company SEC\nReports and (ii) did not at the time they were filed (or if amended or\nsuperseded by a filing prior to the date of this Agreement, then on the date of\nsuch filing) contain any untrue statement of a material fact or omit to state a\nmaterial fact required to be stated therein or necessary in order to make the\nstatements therein, in the light of the circumstances under which they were\nmade, not misleading, except to the extent corrected prior to the date of this\nAgreement by a subsequently filed Company SEC Report.  None of Company's\nsubsidiaries is required to file any forms, reports or other documents with the\nSEC.\n\n          (b) Each of the consolidated financial statements (including, in each\ncase, any related notes thereto) contained in the Company SEC Reports (the\n\"Company Financials\"), including each Company SEC Report filed after the date\nhereof until the Closing, (i) complied as \n\n                                      -11-\n\n \nto form in all material respects with the published rules and regulations of the\nSEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a\nconsistent basis throughout the periods involved (except as may be indicated in\nthe notes thereto or, in the case of unaudited interim financial statements, as\nmay be permitted by the SEC on Form 10-Q, 8-K or any successor form under the\nExchange Act) and (iii) fairly presented the consolidated financial position of\nCompany and its subsidiaries as at the respective dates thereof and the\nconsolidated results of Company's operations and cash flows for the periods\nindicated, except that the unaudited interim financial statements may not\ncontain footnotes and were or are subject to normal and recurring year-end\nadjustments. The balance sheet of Company contained in Company SEC Reports as of\nSeptember 30, 1999 is hereinafter referred to as the \"Company Balance Sheet.\"\nExcept as disclosed in the Company Financials, since the date of the Company\nBalance Sheet, neither Company nor any of its subsidiaries has any liabilities\nrequired under GAAP to be set forth on a balance sheet (absolute, accrued,\ncontingent or otherwise) which are, individually or in the aggregate, material\nto the business, results of operations or financial condition of Company and its\nsubsidiaries taken as a whole, except for liabilities incurred since the date of\nthe Company Balance Sheet in the ordinary course of business consistent with\npast practices and liabilities incurred in connection with this Agreement.\n\n          (c) Company has heretofore furnished to Parent a complete and correct\ncopy of any amendments or modifications, which have not yet been filed with the\nSEC but which are required to be filed, to agreements, documents or other\ninstruments which previously had been filed by Company with the SEC pursuant to\nthe Securities Act or the Exchange Act.\n\n     2.6  Absence of Certain Changes or Events. Since the date of the Company\n          ------------------------------------\nBalance Sheet there has not been: (i) any Material Adverse Effect with respect\nto Company, (ii) any declaration, setting aside or payment of any dividend on,\nor other distribution (whether in cash, stock or property) in respect of, any of\nCompany's or any of its subsidiaries' capital stock, or any purchase, redemption\nor other acquisition by Company of any of Company's capital stock or any other\nsecurities of Company or its subsidiaries or any options, warrants, calls or\nrights to acquire any such shares or other securities except for repurchases\nwhich are not, individually or in the aggregate, material in amount from\nemployees following their termination pursuant to the terms of their\npre-existing stock option or purchase agreements, (iii) any split, combination\nor reclassification of any of Company's or any of its subsidiaries' capital\nstock, (iv) any granting by Company or any of its subsidiaries of any increase\nin compensation or fringe benefits to any of their officers or employees, or any\npayment by Company or any of its subsidiaries of any bonus to any of their\nofficers or employees, or any granting by Company or any of its subsidiaries of\nany increase in severance or termination pay, other than in the ordinary course,\nconsistent with past practice, or any entry by Company or any of its\nsubsidiaries into, or material modification or amendment of, any currently\neffective employment, severance, termination or indemnification agreement or any\nagreement the benefits of which are contingent or the terms of which are\nmaterially altered upon the occurrence of a transaction involving Company of the\nnature contemplated hereby, (v) since November 10, 1999, any material\nmodification, amendment or cancellation of any of the Registry Agreement, dated\nNovember 10, 1999, between Company and the Internet Corporation for Assigned\nNames and Numbers, a not-for-profit corporation (\"ICANN\"), the Registrar\nAccreditation Agreement, dated November 10, 1999, between Company and ICANN, and\nthe Cooperative Agreement No. NCR-92-18742, in each case, as \n\n                                      -12-\n\n \namended, (vi) any material change by Company in its accounting methods,\nprinciples or practices, except as required by concurrent changes in GAAP, (vii)\nany material revaluation by Company of any of its material assets, including\nwriting off notes or accounts receivable other than in the ordinary course of\nbusiness, or (viii) any material change in the pricing of the registration fees\nCompany charges for its registration services.\n\n     2.7 Taxes. \n         -----\n\n          (a) Company and each of its subsidiaries have timely filed all\nmaterial federal, state, local and foreign returns, estimates, information\nstatements and reports (\"Returns\") relating to Taxes required to be filed by or\non behalf of Company and each of its subsidiaries with any Tax authority, such\nReturns are true, correct and complete in all material respects, and Company and\neach of its subsidiaries have paid all Taxes shown to be due on such Returns.\n\n          (b) Company and each of its subsidiaries have withheld with respect to\nits employees all federal and state income taxes, Taxes pursuant to the Federal\nInsurance Contribution Act (\"FICA\"), Taxes pursuant to the Federal Unemployment\nTax Act (\"FUTA\") and other Taxes required to be withheld, except such Taxes\nwhich are not material to Company.\n\n          (c) Other than as set forth in Part 2.7(c) of the Company Disclosure\nLetter, neither Company nor any of its subsidiaries has been delinquent in the\npayment of any material Tax nor is there any material Tax deficiency\noutstanding, proposed or assessed against Company or any of its subsidiaries,\nnor has Company or any of its subsidiaries executed any unexpired waiver of any\nstatute of limitations on or extending the period for the assessment or\ncollection of any Tax.\n\n          (d) No audit or other examination of any Return of Company or any of\nits subsidiaries by any Tax authority is presently in progress, nor has Company\nor any of its subsidiaries been notified of any request for such an audit or\nother examination that is reasonably likely to result in any adjustment that is\nmaterial to Company.\n\n          (e) No adjustment relating to any Returns filed by Company or any of\nits subsidiaries has been proposed in writing formally or informally by any Tax\nauthority to Company or any of its subsidiaries or any representative thereof\nthat is reasonably likely to be material to Company.\n\n          (f) Neither Company nor any of its subsidiaries has any liability for\nunpaid Taxes which has not been accrued for or reserved on the Company Balance\nSheet in accordance with GAAP, whether asserted or unasserted, contingent or\notherwise, which is material to Company, other than any liability for unpaid\nTaxes that may have accrued since the date of the Company Balance Sheet in\nconnection with the operation of the business of Company and its subsidiaries in\nthe ordinary course.\n\n          (g) There is no agreement, plan or arrangement to which Company or any\nof its subsidiaries is a party, including this Agreement and the agreements\nentered into in connection with this Agreement, covering any employee or former\nemployee of Company or any \n\n                                      -13-\n\n \nof its subsidiaries that, individually or collectively, would be reasonably\nlikely to give rise to the payment of any amount that would not be deductible\npursuant to Sections 280G, 404 or 162(m) of the Code.\n\n          (h) Neither Company nor any of its subsidiaries has filed any consent\nagreement under Section 341(f) of the Code or agreed to have Section 341(f)(2)\nof the Code apply to any disposition of a subsection (f) asset (as defined in\nSection 341(f)(4) of the Code) owned by Company.\n\n          (i) Neither Company nor any of its subsidiaries is party to or has any\nobligation under any tax-sharing, tax indemnity or tax allocation agreement or\narrangement, other than the Tax Sharing Agreement between Company and Science\nApplications International Corporation, a Delaware corporation (\"SAIC\").\n\n          (j) Except as may be required as a result of the Merger, Company and\nits subsidiaries have not been and will not be required to include any\nadjustment in Taxable income for any Tax period (or portion thereof) pursuant to\nSection 481 of the Code or any comparable provision under state or foreign Tax\nlaws as a result of transactions, events or accounting methods employed prior to\nthe Closing.\n\n          (k) None of Company's or its subsidiaries' assets are tax exempt use\nproperty within the meaning of Section 168(h) of the Code.\n\n          (l) Company has not been distributed in a transaction qualifying under\nSection 355 of the Code within the last two years, nor has Company distributed\nany corporation in a transaction qualifying under Section 355 of the Code within\nthe last two years.\n\n          (m) Company is not aware of any fact, circumstance, plan or intention\non the part of Company that would be reasonably likely to prevent the Merger\nfrom qualifying as a \"reorganization\" pursuant to the provisions of Section 368\nof the Code.\n\n     For the purposes of this Agreement, \"Tax\" or \"Taxes\" refers to (i) any and\nall federal, state, local and foreign taxes, assessments and other governmental\ncharges, duties, impositions and liabilities relating to taxes, including taxes\nbased upon or measured by gross receipts, income, profits, sales, use and\noccupation, and value added, ad valorem, transfer, franchise, withholding,\npayroll, recapture, employment, excise and property taxes, together with all\ninterest, penalties and additions imposed with respect to such amounts, (ii) any\nliability for payment of any amounts of the type described in clause (i) as a\nresult of being a member of an affiliated consolidated, combined or unitary\ngroup, and (iii) any liability for amounts of the type described in clauses (i)\nand (ii) as a result of any express or implied obligation to indemnify another\nperson or as a result of any obligations under any agreements or arrangements\nwith any other person with respect to such amounts and including any liability\nfor taxes of a predecessor entity.\n\n                                      -14-\n\n \n     2.8  Title to Properties.\n          -------------------   \n\n          (a) Company owns no real property interests.  Part 2.8 of the Company\nDisclosure Letter list all real property leases to which Company is a party and\neach amendment thereto that is in effect as of the date of this Agreement that\nprovide for annual payments in excess of $5,000,000.  All such current leases\nare in full force and effect, are valid and effective in accordance with their\nrespective terms, and there is not, under any of such leases, any existing\ndefault or event of default (or event which with notice or lapse of time, or\nboth, would constitute a default) that would give rise to a material claim\nagainst Company.\n\n          (b) Company has good and valid title to, or, in the case of leased\nproperties and assets, valid leasehold interests in, all of its tangible\nproperties and assets, real, personal and mixed, used or held for use in its\nbusiness, free and clear of any Encumbrances, except as reflected in the Company\nFinancials and except for liens for Taxes not yet due and payable and such\nEncumbrances which are not material in character, amount or extent.\n\n     2.9  Intellectual Property.  For the purposes of this Agreement, the\n          ---------------------                                            \nfollowing terms have the following definitions:\n\n          \"Intellectual Property\" shall mean any or all of the following and all\nrights in, arising out of, or associated therewith:  (i) all United States,\ninternational and foreign patents and applications therefor and all reissues,\ndivisions, renewals, extensions, provisionals, continuations and continuations-\nin-part thereof; (ii) all inventions (whether patentable or not), invention\ndisclosures, improvements, trade secrets, proprietary information, know how,\ntechnology, technical data and customer lists, and all documentation relating to\nany of the foregoing; (iii) all copyrights, copyrights registrations and\napplications therefor, and all other rights corresponding thereto throughout the\nworld; (iv) all industrial designs and any registrations and applications\ntherefor throughout the world; (v) all trade names, URLs, logos, common law\ntrademarks and service marks, trademark and service mark registrations and\napplications therefor throughout the world; (vi) all databases and data\ncollections and all rights therein throughout the world; (vii) all moral and\neconomic rights of authors and inventors, however denominated, throughout the\nworld, and (viii) any similar or equivalent rights to any of the foregoing\nanywhere in the world.\n\n          \"Company Intellectual Property\" shall mean any Intellectual Property\nthat is owned by, or exclusively licensed to, Company or one of its\nsubsidiaries.\n\n          \"Registered Intellectual Property\" means all United States,\ninternational and foreign:  (i) patents and patent applications (including\nprovisional applications); (ii) registered trademarks, applications to register\ntrademarks, intent-to-use applications, or other registrations or applications\nrelated to trademarks; (iii) registered copyrights and applications for\ncopyright registration; and (iv) any other Intellectual Property that is the\nsubject of an application, certificate, filing, registration or other document\nissued, filed with, or recorded by any Governmental Entity.\n\n          \"Company Registered Intellectual Property\" means all of the Registered\nIntellectual Property owned by, or filed in the name of, Company or one of its\nsubsidiaries.\n\n                                      -15-\n\n \n          (a) No material Company Intellectual Property or product or service of\nCompany is subject to any proceeding or outstanding decree, order, judgment,\nagreement, or stipulation restricting in any manner the use, transfer, or\nlicensing thereof by Company, or which may affect the validity, use or\nenforceability of such Company Intellectual Property.\n\n          (b) Each material item of Company Registered Intellectual Property is\nvalid and subsisting, all necessary registration, maintenance and renewal fees\ncurrently due in connection with such Registered Intellectual Property have been\nmade and all necessary documents, recordations and certificates in connection\nwith such Registered Intellectual Property have been filed with the relevant\npatent, copyright, trademark or other authorities in the United States or\nforeign jurisdictions, as the case may be, for the purposes of maintaining such\nRegistered Intellectual Property, except, in each case, as would not materially\nadversely affect such item of Company Registered Intellectual Property.\n\n          (c) Company or one of its subsidiaries owns and has good and exclusive\ntitle to, or has license (sufficient for the conduct of its business as\ncurrently conducted) to, each material item of Company Intellectual Property\nfree and clear of any Encumbrance (excluding licenses and related restrictions).\n\n          (d) Neither Company has nor any of its subsidiaries transferred\nownership of, or granted any exclusive license with respect to, any Intellectual\nProperty that is or was material Company Intellectual Property, to any third\nparty.\n\n          (e) Part 2.9(e) of the Company Disclosure Letter lists (i) all\nmaterial contracts, licenses, agreements to which Company is a party with\nrespect to Company's authority as a registry and registrar for Internet general\ntop level domains including but not limited to the .com, .net and .org domains,\n(ii) all Internet distribution and advertising agreements to which Company is a\nparty (except for any agreement which, if terminated, would not have a Material\nAdverse Effect on Company), and (iii) all contracts, licenses and agreements to\nwhich Company is a party pursuant to which a third party has licensed or\ntransferred any material Intellectual Property to Company (except for any\ncontract, license and agreement which, if terminated, would not have a Material\nAdverse Effect on Company).  There are no material contracts, licenses and\nagreements to which Company is a party with respect to the software, hardware,\nnetwork and technology infrastructure used in Company's business as currently\nconducted which, if terminated, would have a Material Adverse Effect on Company.\n\n          (f) To Company's knowledge, the operation of the business of Company\nas such business currently is conducted, including Company's design,\ndevelopment, marketing and sale of the products or services of Company\n(including with respect to products currently under development) has not and\ndoes not infringe or misappropriate the Intellectual Property of any third party\nor, to its knowledge, constitute unfair competition or trade practices under the\nlaws of any jurisdiction.\n\n          (g) Company has not received notice from any third party that the\noperation of the business of Company or any act, product or service of Company,\ninfringes or misappropriates the Intellectual Property of any third party or\nconstitutes unfair competition or trade practices \n\n                                      -16-\n\n \nunder the laws of any jurisdiction, which allegation, if true, would have a\nMaterial Adverse Effect on Company.\n\n          (h) Except as set forth in Part 2.9(h) of the Company Disclosure\nLetter, to the knowledge of Company, no person has or is infringing or\nmisappropriating any Company Intellectual Property, which infringement or\nmisappropriation, individually or in the aggregate, would have a Material\nAdverse Effect on Company.\n\n          (i) Company and its subsidiaries have taken reasonable steps to\nprotect Company's and its subsidiaries' rights in Company's and such\nsubsidiaries' confidential information and trade secrets, except where the\nfailure to do so would have a Material Adverse Effect on Company.\n\n          (j) None of the Company Intellectual Property or product or service of\nCompany contains any defect in connection with processing data containing dates\nin leap years or in the year 2000 or any preceding or following years, which\ndefects, individually or in the aggregate, would have a Material Adverse Effect\non Company.\n\n          (k) Company has obtained requisite authority, governmental approvals\nand rights (sufficient for the conduct of its business as currently conducted)\nto act as the exclusive registry and a non-exclusive registrar for certain\ngeneral Internet top level domains, including but not limited to the .com, .net\nand .org domains.  The Company Disclosure Letter lists all material contracts,\nlicenses and agreements to which Company is a party with respect to Company's\nauthority and obligations as a registry and registrar for Internet general top\nlevel domains including but not limited to the .com, .net and .org domains.\n\n          (l) All material contracts, licenses and agreements relating to\nCompany's authority and obligations as a registry and registrar for Internet\ngeneral top level domains including but not limited to the .com, .net and .org\ndomains, are in full force and effect.  The consummation of the transactions\ncontemplated by this Agreement will neither violate nor result in the breach,\nmodification, cancellation, termination, or suspension of such contracts,\nlicenses and agreements.  Company and each of its subsidiaries are in material\ncompliance with, and have not materially breached any term of any of such\ncontracts, licenses and agreements and, to the knowledge of Company and its\nsubsidiaries, all other parties to such contracts, licenses and agreements are\nin compliance in all material respects with, and have not materially breached\nany term of, such contracts, licenses and agreements.\n\n          (m) Since November 10, 1999, Company has received no notice from any\nUnited States Governmental Entity or ICANN (i) of any material complaint by a\nUnited States Governmental Entity or ICANN regarding Company's services or\nactivities related to its role as a registry and registrar for Internet general\ntop level domains including but not limited to the .com, .net and .org domains;\nor (ii) questioning Company's authority to act as the exclusive registry and a\nnon-exclusive registrar for Internet general top level domains, including but\nnot limited to the .com, .net and .org domains.\n\n                                      -17-\n\n \n          (n) To the Company's knowledge, as of the date of this Agreement,\nCompany's separation of its registrar and registry computer systems was achieved\nwithout a material failure, which, for purposes of this Section 2.9(n), shall be\ndefined as uptime availability of less than 99% since the date of the separation\nof such systems due to the separation of such systems.\n\n     2.10  Compliance with Laws.\n           --------------------   \n\n          (a) Neither Company nor any of its subsidiaries is in conflict with,\nor in default or in violation of (i) any law, rule, regulation, order, judgment\nor decree applicable to Company or any of its subsidiaries or by which Company\nor any of its subsidiaries or any of their respective properties is bound or\naffected, or (ii) any note, bond, mortgage, indenture, agreement, lease,\nlicense, permit, franchise or other instrument or obligation to which Company or\nany of its subsidiaries is a party or by which Company or any of its\nsubsidiaries or its or any of their respective properties is bound or affected,\nexcept for conflicts, violations and defaults that, individually or in the\naggregate, would not have a Material Adverse Effect on Company.  To Company's\nknowledge, no investigation or review by any Governmental Entity is pending or,\nhas been threatened in a writing delivered to Company against Company or any of\nits subsidiaries, nor, to Company's knowledge, has any Governmental Entity\nindicated an intention to conduct an investigation of Company or any of its\nsubsidiaries.  There is no judgment, injunction, order or decree binding upon\nCompany or any of its subsidiaries which has or could reasonably be expected to\nhave the effect of prohibiting or materially impairing any material business\npractice of Company or any of its subsidiaries, or any acquisition of material\nproperty by Company or any of its subsidiaries.\n\n          (b) Company and its subsidiaries hold all permits, licenses,\nvariances, exemptions, orders and approvals from governmental authorities that\nare material to or required for the operation of the business of Company as\ncurrently conducted (collectively, the \"Company Permits\"), and are in compliance\nwith the terms of the Company Permits, except where the failure to hold such\nCompany Permits, or be in such compliance, would not, individually or in the\naggregate, have a Material Adverse Effect on Company.\n\n     2.11  Litigation.  There are no claims, suits, actions or proceedings\n           ----------                                                       \npending or, to the knowledge of Company, threatened against, relating to or\naffecting Company or any of its subsidiaries, before any Governmental Entity or\nany arbitrator that seeks to restrain or enjoin the consummation of the\ntransactions contemplated by this Agreement or which could reasonably be\nexpected, either singularly or in the aggregate with all such claims, actions or\nproceedings, to have a Material Adverse Effect on Company or on the Surviving\nCorporation following the Merger or have a material adverse effect on the\nability of the parties hereto to consummate the Merger.  No director or\nexecutive officer of Company has asserted a claim to seek indemnification from\nCompany under the Company Charter Documents or any indemnification agreement\nbetween Company and such person.\n\n                                      -18-\n\n \n     2.12  Employee Benefit Plans.\n           ----------------------   \n\n          (a) Definitions.  With the exception of the definition of \"Affiliate\"\n              -----------                                                      \nset forth in Section 2.12(a)(i) below (which definition shall apply only to this\nSection 2.12), for purposes of this Agreement, the following terms shall have\nthe meanings set forth below:\n\n          (i) \"Affiliate\" shall mean any other person or entity under common\ncontrol with Company within the meaning of Section 414(b), (c), (m) or (o) of\nthe Code and the regulations issued thereunder;\n\n          (ii) \"Company Employee Plan\" shall mean any plan, program, policy,\npractice, contract, agreement or other arrangement providing for compensation,\nseverance, termination pay, performance awards, stock or stock-related awards,\nfringe benefits or other employee benefits or remuneration of any kind, whether\nwritten or unwritten or otherwise, funded or unfunded, including without\nlimitation, each \"employee benefit plan,\" within the meaning of Section 3(3) of\nERISA which is or has been maintained, contributed to, or required to be\ncontributed to, by Company or any Affiliate for the benefit of any Employee;\n\n          (iii) \"COBRA\" shall mean the Consolidated Omnibus Budget\nReconciliation Act of 1985, as amended;\n\n          (iv) \"DOL\" shall mean the Department of Labor;\n\n          (v) \"Employee\" shall mean any current, former, or retired employee,\nofficer, or director of Company or any subsidiary of Company;\n\n          (vi) \"Employee Agreement\" shall mean each management, employment,\nseverance, consulting, relocation, repatriation, expatriation, visas, work\npermit or similar agreement or contract between Company or any subsidiary of\nCompany, on the one hand, and any Employee or consultant of Company or any\nsubsidiary of Company, on the other hand;\n\n          (vii) \"ERISA\" shall mean the Employee Retirement Income Security Act\nof 1974, as amended;\n\n          (viii) \"FMLA\" shall mean the Family Medical Leave Act of 1993, as\namended;\n\n          (ix) \"International Employee Plan\" shall mean each Company Employee\nPlan that has been adopted or maintained by Company, whether informally or\nformally, for the benefit of Employees outside the United States;\n\n          (x) \"IRS\" shall mean the Internal Revenue Service;\n\n          (xi) \"Multiemployer Plan\" shall mean any \"Pension Plan\" (as defined\nbelow) which is a \"multiemployer plan,\" as defined in Section 3(37) of ERISA;\n\n                                      -19-\n\n \n          (xii) \"PBGC\" shall mean the Pension Benefit Guaranty Corporation; and\n\n          (xiii)  \"Pension Plan\" shall mean each Company Employee Plan which is\nan \"employee pension benefit plan,\" within the meaning of Section 3(2) of ERISA.\n\n          (b) Schedule.  Part 2.12 of the Company Disclosure Letter contains an\n              --------                                                         \naccurate and complete list of each Company Employee Plan and each Employee\nAgreement.  Company does not have any plan or commitment to establish any new\nCompany Employee Plan, to modify any Company Employee Plan or Employee Agreement\n(except to the extent required by law or to conform any such Company Employee\nPlan or Employee Agreement to the requirements of any applicable law, in each\ncase as previously disclosed to Parent in writing, or as required by this\nAgreement), or to enter into any Company Employee Plan or Employee Agreement,\nnor does it have any intention or commitment to do any of the foregoing.\n\n          (c) Documents.  Company has made available to Parent, to the extent\n              ---------                                                      \nrequested by Parent:  (i) correct and complete copies of all documents embodying\neach Company Employee Plan and each Employee Agreement including all amendments\nthereto and written interpretations thereof; (ii) the most recent annual\nactuarial valuations, if any, prepared for each Company Employee Plan; (iii) the\nmost recent annual report (Form Series 5500 and all schedules and financial\nstatements attached thereto), if any, required under ERISA or the Code in\nconnection with each Company Employee Plan or related trust; (iv) if the Company\nEmployee Plan is funded, the most recent annual and periodic accounting of\nCompany Employee Plan assets; (v) the most recent summary plan description\ntogether with the summary of material modifications thereto, if any, required\nunder ERISA with respect to each Company Employee Plan; (vi) all IRS\ndetermination, opinion, notification and advisory letters, and rulings relating\nto Company Employee Plans and copies of all applications and correspondence to\nor from the IRS or the DOL with respect to any Company Employee Plan; (vii) all\nmaterial written agreements and contracts relating to each Company Employee\nPlan, including, but not limited to, administrative service agreements, group\nannuity contracts and group insurance contracts; (viii) all communications\nmaterial to any Employee or Employees relating to any Company Employee Plan and\nany proposed Company Employee Plans, in each case, relating to any amendments,\nterminations, establishments, increases or decreases in benefits, acceleration\nof payments or vesting schedules or other events which would result in any\nmaterial liability to Company; (ix) all COBRA forms and related notices; and (x)\nall registration statements and prospectuses prepared in connection with each\nCompany Employee Plan.\n\n          (d) Employee Plan Compliance.  Except, in each case, as would not,\n              ------------------------                                      \nindividually or in the aggregate, result in a material liability to Company: (i)\nCompany has performed in all material respects all obligations required to be\nperformed by it under, is not in default or violation of, and has no knowledge\nof any default or violation by any other party to, each Company Employee Plan,\nand each Company Employee Plan has been established and maintained in all\nmaterial respects in accordance with its terms and in compliance with all\napplicable laws, statutes, orders, rules and regulations, including but not\nlimited to ERISA or the Code; (ii) each Company Employee Plan intended to\nqualify under Section 401(a) of the Code and each trust intended to qualify\nunder Section 501(a) of the Code has either received a \n\n                                      -20-\n\n \nfavorable determination letter from the IRS with respect to each such Plan as to\nits qualified status under the Code or has remaining a period of time under\napplicable Treasury regulations or IRS pronouncements in which to apply for such\na determination letter and make any amendments necessary to obtain a favorable\ndetermination and, to the knowledge of Company, no event has occurred giving\nrise to a material likelihood that such Plan would not be treated as qualified\nby the IRS; (iii) no \"prohibited transaction,\" within the meaning of Section\n4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt\nunder Section 408 of ERISA, has occurred with respect to any Company Employee\nPlan; (iv) there are no actions, suits or claims pending, or, to the knowledge\nof Company, threatened or reasonably anticipated (other than routine claims for\nbenefits) against any Company Employee Plan or against the assets of any Company\nEmployee Plan; (v) each Company Employee Plan can be amended, terminated or\notherwise discontinued after the Effective Time in accordance with its terms,\nwithout liability to Parent, Company or any of its Affiliates (other than\nordinary administration expenses typically incurred in a termination event);\n(vi) there are no audits, inquiries or proceedings pending or, to the knowledge\nof Company, threatened by the IRS or DOL with respect to any Company Employee\nPlan; (vii) neither Company nor any Affiliate is subject to any penalty or tax\nwith respect to any Company Employee Plan under Section 402(i) of ERISA or\nSections 4975 through 4980 of the Code; and (viii) all contributions due from\nthe Company or any Affiliate with respect to any of the Company Employee Plans\nhave been made as required under ERISA or have been accrued on the Company\nBalance Sheet.\n\n          (e) Pension Plans.  Neither Company nor SAIC has now, nor has it ever,\n              -------------                                                     \nmaintained, established, sponsored, participated in, or contributed to, any\nPension Plan which is subject to Title IV of ERISA or Section 412 of the Code,\nthat would result in material liability to Company.\n\n          (f) Multiemployer Plans.  At no time has Company or SAIC contributed\n              -------------------                                             \nto or been requested to contribute to any Multiemployer Plan, that would result\nin material liability to Company.\n\n          (g) No Post-Employment Obligations.  No Company Employee Plan\n              ------------------------------                           \nprovides, or has any liability to provide, retiree life insurance, retiree\nhealth or other retiree employee welfare benefits to any person for any reason,\nexcept as may be required by COBRA or other applicable statute, and Company has\nnever represented, promised or contracted (whether in oral or written form) to\nany Employee (either individually or to Employees as a group) or any other\nperson that such Employee(s) or other person would be provided with retiree life\ninsurance, retiree health or other retiree employee welfare benefit, except to\nthe extent required by statute.\n\n          (h) Effect of Transaction.  Except as expressly contemplated by this\n              ---------------------                                           \nAgreement, the execution of this Agreement and the consummation of the\ntransactions contemplated hereby will not (either alone or upon the occurrence\nof any additional or subsequent events) constitute an event under any Company\nEmployee Plan, Employee Agreement, trust or loan that will or may result in any\npayment (whether of severance pay or otherwise), acceleration, forgiveness of\nindebtedness, vesting, distribution, increase in benefits or obligation to fund\nbenefits with respect to any Employee.\n\n                                      -21-\n\n \n          (i) Employment Matters.  Except, in each case, as would not,\n              ------------------                                      \nindividually or in the aggregate, have a Material Adverse Effect on the Company,\nCompany and each of its subsidiaries:  (i) is in compliance in all material\nrespects with all applicable foreign, federal, state and local laws, rules and\nregulations respecting employment, employment practices, terms and conditions of\nemployment and wages and hours, in each case, with respect to Employees; (ii)\nhas withheld all amounts required by law or by agreement to be withheld from the\nwages, salaries and other payments to Employees; (iii) has properly classified\nindependent contractors for purposes of federal and applicable state tax laws,\nlaws applicable to employee benefits and other applicable laws; (iv) is not\nliable for any arrears of wages or any taxes or any penalty for failure to\ncomply with any of the foregoing; and (v) is not liable for any material payment\nto any trust or other fund or to any governmental or administrative authority,\nwith respect to unemployment compensation benefits, social security or other\nbenefits or obligations for Employees (other than routine payments to be made in\nthe normal course of business and consistent with past practice).  There are no\npending, or, to Company's knowledge, threatened material claims or actions\nagainst Company under any worker's compensation policy or long-term disability\npolicy.  To Company's knowledge, no Employee of Company has materially violated\nany employment contract, nondisclosure agreement or noncompetition agreement by\nwhich such Employee is bound due to such Employee being employed by Company and\ndisclosing to Company or using trade secrets or proprietary information of any\nother person or entity.\n\n          (j) Labor.  No work stoppage or labor strike against Company is\n              -----                                                      \npending, threatened or reasonably anticipated.  Company does not know of any\nactivities or proceedings of any labor union to organize any Employees.  There\nare no actions, suits, claims, labor disputes or grievances pending, or, to the\nknowledge of Company, threatened relating to any labor, safety or discrimination\nmatters involving any Employee, including charges of unfair labor practices or\ndiscrimination complaints, which, if adversely determined, would, individually\nor in the aggregate, result in any material liability to Company.  Neither\nCompany nor any of its subsidiaries has engaged in any unfair labor practices\nwithin the meaning of the National Labor Relations Act.  Company is not\npresently, nor has it been in the past, a party to, or bound by, any collective\nbargaining agreement or union contract with respect to Employees and no\ncollective bargaining agreement is being negotiated by Company.\n\n          (k) International Employee Plan.  Each International Employee Plan has\n              ---------------------------                                       \nbeen established, maintained and administered in material compliance with its\nterms and conditions and with the requirements prescribed by any and all\nstatutory or regulatory laws that are applicable to such International Employee\nPlan.  Furthermore, no International Employee Plan has unfunded liabilities,\nthat as of the Effective Time, will not be offset by insurance or fully accrued.\nExcept as required by law, no condition exists that would prevent Company or\nParent from terminating or amending any International Employee Plan at any time\nfor any reason.\n\n     2.13  Environmental Matters.\n           ---------------------   \n\n          (a) Hazardous Material.  Except as would not have a Material Adverse\n              ------------------                                              \nEffect on Company, no underground storage tanks and no amount of any substance\nthat has been designated by any Governmental Entity or by applicable federal,\nstate or local law to be radioactive, toxic, hazardous or otherwise a danger to\nhealth or the environment, including, \n\n                                      -22-\n\n \nwithout limitation, PCBs, asbestos, petroleum, urea-formaldehyde and all\nsubstances listed as hazardous substances pursuant to the Comprehensive\nEnvironmental Response, Compensation, and Liability Act of 1980, as amended, or\ndefined as a hazardous waste pursuant to the United States Resource Conservation\nand Recovery Act of 1976, as amended, and the regulations promulgated pursuant\nto said laws, but excluding office and janitorial supplies (a \"Hazardous\nMaterial\") are present, as a result of the actions of Company or any of its\nsubsidiaries or any affiliate of Company, or, to Company's knowledge, as a\nresult of any actions of any third party or otherwise, in, on or under any\nproperty, including the land and the improvements, ground water and surface\nwater thereof that Company or any of its subsidiaries has at any time owned,\noperated, occupied or leased.\n\n          (b) Hazardous Materials Activities.  Except as would not have a\n              ------------------------------                             \nMaterial Adverse Effect on Company (in any individual case or in the aggregate)\n(i) neither Company nor any of its subsidiaries has transported, stored, used,\nmanufactured, disposed of released or exposed its employees or others to\nHazardous Materials in violation of any law in effect on or before the Closing\nDate, and (ii) neither Company nor any of its subsidiaries has disposed of,\ntransported, sold, used, released, exposed its employees or others to or\nmanufactured any product containing a Hazardous Material (collectively\n\"Hazardous Materials Activities\") in violation of any rule, regulation, treaty\nor statute promulgated by any Governmental Entity in effect prior to or as of\nthe date hereof to prohibit, regulate or control Hazardous Materials or any\nHazardous Material Activity.\n\n          (c) Permits.  Company and its subsidiaries currently hold all\n              -------                                                  \nenvironmental approvals, permits, licenses, clearances and consents\n(\"Environmental Permits\") material to and necessary for the conduct of Company's\nand its subsidiaries' Hazardous Material Activities and other businesses of\nCompany and its subsidiaries as such activities and businesses are currently\nbeing conducted.\n\n          (d) Environmental Liabilities.  No material action, proceeding,\n              -------------------------                                  \nrevocation proceeding, amendment procedure, writ or injunction is pending, and\nto Company's knowledge, no material action, proceeding, revocation proceeding,\namendment procedure, writ or injunction has been threatened by any Governmental\nEntity against Company or any of its subsidiaries in a writing delivered to\nCompany concerning any Environmental Permit of Company, Hazardous Material or\nany Hazardous Materials Activity of Company or any of its subsidiaries.  Company\nis not aware of any fact or circumstance which reasonably could be expected to\ninvolve Company or any of its subsidiaries in any environmental litigation or\nimpose upon Company any environmental liability, with such exceptions as would\nnot have a Material Adverse Effect on Company.\n\n     2.14  Certain Agreements.  Except as set forth in Part 2.14 of the\n           ------------------                                            \nCompany Disclosure Letter, neither Company nor any of its subsidiaries is a\nparty to or is bound by:\n\n          (a) any employment or consulting agreement or commitment with any\nemployee or member of Company's Board of Directors, that, individually or in the\naggregate, is material to Company, other than those that are terminable by\nCompany or any of its subsidiaries on no more than thirty days notice without\nliability or financial obligation, except to the extent \n\n                                      -23-\n\n \ngeneral principles of wrongful termination law may limit Company's or any of its\nsubsidiaries' ability to terminate employees at will;\n\n          (b) any agreement or plan, including any stock option plan, stock\nappreciation right plan or stock purchase plan, any of the benefits of which\nwill be increased, or the vesting of benefits of which will be accelerated, by\nthe occurrence of any of the transactions contemplated by this Agreement or the\nvalue of any of the benefits of which will be calculated on the basis of any of\nthe transactions contemplated by this Agreement;\n\n          (c) any material guaranty or any instrument evidencing indebtedness\nfor borrowed money by way of direct loan or sale of debt securities;\n\n          (d) any agreement, obligation or commitment containing covenants\npurporting to limit or which effectively limit the Company's or any of its\nsubsidiaries' freedom to compete in any line of business or in any geographic\narea or which would so limit Company or Surviving Corporation or any of its\nsubsidiaries after the Effective Time that would have a Material Adverse Effect\non Company;\n\n          (e) any agreement or commitment currently in force relating to the\ndisposition or acquisition by Company or any of its subsidiaries after the date\nof this Agreement of a material amount of assets not in the ordinary course of\nbusiness, or pursuant to which Company has any material ownership or\nparticipation interest in any corporation, partnership, joint venture, strategic\nalliance or other business enterprise other than Company's subsidiaries;\n\n          (f) any material agreement or commitment with SAIC other than the\nCorporate Services Agreement between Company and SAIC; or\n\n          (g) any agreement or commitment currently in force providing for\ncapital expenditures by Company or its subsidiaries in excess of $5,000,000.\n\n     The agreements required to be disclosed in the Company Disclosure Letter\npursuant to clauses (a) through (g) above or pursuant to Section 2.9 or are\nrequired to be filed with any Parent SEC Report (\"Company Contracts\") are valid\nand in full force and effect, except to the extent that such invalidity would\nnot have a Material Adverse Effect on Company.  Neither Company nor any of its\nsubsidiaries, nor to Company's knowledge, any other party thereto, is in breach,\nviolation or default under, and neither Company nor any of its subsidiaries has\nreceived written notice that it has breached, violated or defaulted, any of the\nterms or conditions of any Company Contract in such a manner as would have a\nMaterial Adverse Effect on Company.\n\n     2.15  Brokers' and Finders' Fees.  Except for fees payable to J.P.\n           --------------------------                                      \nMorgan &amp; Co. Incorporated and Chase Securities, Inc. pursuant to engagement\nletters which have been provided to Parent, Company has not incurred, nor will\nit incur, directly or indirectly, any liability for brokerage or finders' fees\nor agents' commissions or any similar charges in connection with this Agreement\nor any transaction contemplated hereby.\n\n                                      -24-\n\n \n     2.16  Insurance.  Company and each of its subsidiaries have policies of\n           ---------                                                          \ninsurance and bonds of the type and in amounts customarily carried by persons\nconducting business or owning assets similar to those of the Company and its\nsubsidiaries.  There is no material claim pending under any of such policies or\nbonds as to which coverage has been questioned, denied or disputed by the\nunderwriters of such policies or bonds.  All premiums due and payable under all\nsuch policies have been paid and the Company and its subsidiaries are otherwise\nin compliance in all material respects with the terms of such policies and\nbonds.  To the knowledge of Company, there has been no threatened termination\nof, or material premium increase with respect to, any of such policies.\n\n     2.17  Disclosure.  The information supplied by Company for inclusion in\n           ----------                                                         \nthe Form S-4 (or any similar successor form thereto) Registration Statement to\nbe filed by Parent with the SEC in connection with the issuance of Parent Common\nStock in the Merger (the \"Registration Statement\") shall not at the time the\nRegistration Statement is filed with the SEC and at the time it becomes\neffective under the Securities Act contain any untrue statement of a material\nfact or omit to state any material fact required to be stated therein or\nnecessary in order to make the statements therein, in light of the circumstances\nunder which they are made, not misleading.  The information supplied by Company\nfor inclusion or incorporation by reference in the proxy statement\/prospectus to\nbe filed with the SEC as part of the Registration Statement (the \"Proxy\nStatement\/Prospectus\") shall not, on the date the Proxy Statement\/Prospectus is\nmailed to Company's stockholders or to Parent's stockholders, at the time of the\nmeeting of Company's stockholders (the \"Company Stockholders' Meeting\") to\nconsider the Company Stockholder Approvals, at the time of the meeting of\nParent's stockholders (the \"Parent Stockholders' Meeting\") to consider (1) the\nissuance of shares of Parent Common Stock pursuant to the Merger, (2) an\namendment to Parent's Certificate of Incorporation to increase the authorized\nnumber of shares of Parent Common Stock in order to permit the issuance of\nshares of Parent Common Stock pursuant to the Merger, and (3) an amendment to\nParent's Bylaws to increase the authorized number of directors of Parent\n(collectively, the \"Parent Stockholder Approvals\") or as of the Effective Time,\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they are made, not false or\nmisleading; or omit to state any material fact necessary to correct any\nstatement in any earlier communication with respect to the solicitation of\nproxies for the Company Stockholders' Meeting or Parent Stockholders' Meeting\nwhich has become false or misleading.  The Proxy Statement\/Prospectus will\ncomply as to form in all material respects with the provisions of the Securities\nAct, the Exchange Act and the rules and regulations thereunder.  If at any time\nprior to the Effective Time any event relating to Company or any of its\naffiliates, officers or directors should be discovered by Company which is\nrequired to be set forth in an amendment to the Registration Statement or a\nsupplement to the Proxy Statement\/Prospectus, Company shall promptly inform\nParent.  Notwithstanding the foregoing, Company makes no representation or\nwarranty with respect to any information supplied by Parent or Merger Sub which\nis contained in any of the foregoing documents.\n\n     2.18  Board Approval.  The Board of Directors of Company has, as of the\n           --------------                                                     \ndate of this Agreement, (i) determined that the Merger is fair to, and in the\nbest interests of Company and its stockholders, and has approved this Agreement\nand (ii) declared the advisability of the Merger \n\n                                      -25-\n\n \nand recommends that the stockholders of Company approve and adopt this Agreement\nand approve the Merger.\n\n     2.19  Fairness Opinion.  Company's Board of Directors has received\n           ----------------                                              \nopinions from J.P. Morgan &amp; Co. Incorporated and Chase Securities, Inc., dated\nas of the date hereof, to the effect that, as of the date hereof, the\nconsideration to be received by Company's stockholders in the Merger is fair to\nCompany's stockholders from a financial point of view, and will promptly deliver\nto Parent copies of such opinions.\n\n     2.20  DGCL Section 203 and Rights Agreement Not Applicable.  The\n           ----------------------------------------------------        \nrestrictions contained in Section 203 of the Delaware Law applicable to a\n\"business combination\" (as defined in such Section 203) are not applicable to\nthe execution, delivery or performance of this Agreement or to the consummation\nof the Merger by express provision of the Company's Certificate of\nIncorporation, duly adopted pursuant to the provisions of Section 203(b)(3) of\nthe Delaware Law.  To Company's knowledge, no other anti-takeover, control share\nacquisition, fair price, moratorium or other similar statute or regulation\n(each, a \"Takeover Statute\") applies or purports to apply to this Agreement, the\nMerger or the other transactions contemplated hereby.  Company is not a party\nto, and Company's equity securities will not be affected by, any rights\nagreement, \"poison pill\" or similar plan, agreement or arrangement which would\nhave an adverse effect on the ability of Parent to consummate the Merger or the\nother transactions contemplated hereby.\n\n     2.21  Affiliates.  Part 2.21 of the Company Disclosure Letter is a\n           ----------                                                    \ncomplete list of those persons who may be deemed to be, in Company's reasonable\njudgment, affiliates of Company within the meaning of Rule 145 promulgated under\nthe Securities Act.  Except as set forth in the Company SEC Reports, since the\ndate of the Company's last proxy statement filed with the SEC, no event has\noccurred as of the date of this Agreement that would be required to be reported\nby the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC.\n\n\n                                   Article III\n            Representations and Warranties of Parent and Merger Sub\n\n     As of the date of this Agreement and as of the Closing Date, except as\ndisclosed in (i) Parent's Annual Report on Form 10-K for the year ending\nDecember 31, 1998 and any Parent SEC Reports (as defined below) filed subsequent\nto such Form 10-K, and (ii) the disclosure letter delivered by Parent to Company\ndated as of the date hereof and certified by a duly authorized officer of Parent\n(the \"Parent Disclosure Letter\") (each Part of which qualifies the\ncorrespondingly numbered representation, warranty or covenant to the extent\nspecified therein and such other representations, warranties or covenants to the\nextent a matter in such Part is disclosed in such a way as to make its relevance\nto such other representation, warranty or covenant readily apparent, Parent and\nMerger Sub represent and warrant as follows:\n\n                                      -26-\n\n \n     3.1  Organization of Parent and Merger Sub.\n          -------------------------------------\n\n          (a) Each of Parent and Merger Sub is a corporation duly organized,\nvalidly existing and in good standing under the laws of the jurisdiction of its\nincorporation and has all requisite corporate power and authority, and all\nrequisite qualifications to do business as a foreign corporation, to conduct its\nbusiness in the manner in which its business is currently being conducted,\nexcept where the failure to be so organized, existing or in good standing or to\nhave such power, authority or qualifications would not, individually or in the\naggregate, have a Material Adverse Effect on Parent.\n\n          (b) Parent has delivered or made available to Company a true and\ncorrect copy of the Certificate of Incorporation and Bylaws of Parent and Merger\nSub, each as amended to date (collectively, the \"Parent Charter Documents\"), and\neach such instrument is in full force and effect.  Neither Parent nor Merger Sub\nis in violation of any of the provisions of the Parent Charter Documents.\n\n     3.2  Parent and Merger Sub Capitalization.\n          ------------------------------------\n\n     (a) The authorized capital stock of Parent consists solely of 200,000,000\nshares of Parent Common Stock, of which there were 114,820,683 shares issued and\noutstanding as of the close of business on March 3, 2000, and 5,000,000 shares\nof Preferred Stock, par value $0.001 per share, of which no shares are issued or\noutstanding.  All outstanding shares of Parent Common Stock are duly authorized,\nvalidly issued, fully paid and nonassessable and are not subject to preemptive\nrights created by statute, the Certificate of Incorporation or Bylaws of Parent\nor any agreement or document to which Parent is a party or by which it is bound.\nAs of the close of business on March 3, 2000, (i) 17,137,292 shares of Parent\nCommon Stock are subject to issuance pursuant to outstanding options to purchase\nParent Common Stock, and (ii) 1,748,494 shares of Parent Common Stock are\nreserved for future issuance under Parent's 1998 Equity Employee Stock Purchase\nPlan.  All shares of Parent Common Stock subject to issuance as aforesaid, upon\nissuance on the terms and conditions specified in the instruments pursuant to\nwhich they are issuable, would be duly authorized, validly issued, fully paid\nand nonassessable.\n\n     (b) The authorized capital stock of Merger Sub consists of 1,000 shares of\ncommon stock, $0.01 par value, all of which, as of the date hereof, are issued\nand outstanding and are held by Parent.  All of the outstanding shares of Merger\nSub's common stock have been duly authorized and validly issued, and are fully\npaid and nonassessable.  Merger Sub was formed for the purpose of consummating\nthe Merger and has no material assets or liabilities except as necessary for\nsuch purpose.\n\n     (c) All outstanding shares of Company Common Stock, all outstanding Company\nOptions, and all outstanding shares of capital stock of each subsidiary of\nCompany have been issued and granted in compliance with (i) all applicable\nsecurities laws and other applicable material Legal Requirements and (ii) all\nmaterial requirements set forth in applicable agreements or instruments.\n\n                                      -27-\n\n \n     (d)  The Parent Common Stock to be issued in the Merger, when issued in\naccordance with the provisions of this Agreement, will be validly issued, fully\npaid and nonassessable.\n\n     3.3  Obligations With Respectto Capital Stock. Except as set forth \n          ---------------------------------------- \nin Part 3.3 of the Parent Disclosure Letter, there are no equity securities,\npartnership interests or similar ownership interests of any class of Parent\nequity security, or any securities exchangeable or convertible into or\nexercisable for such equity securities, partnership interests or similar\nownership interests, issued, reserved for issuance or outstanding. Except for\nsecurities Parent owns free and clear of all claims and Encumbrances, directly\nor indirectly through one or more subsidiaries, and except for shares of capital\nstock or other similar ownership interests of certain subsidiaries of Parent\nthat are owned by certain nominee equity holders as required by the applicable\nlaw of the jurisdiction of organization of such subsidiaries, as of the date of\nthis Agreement, there are no equity securities, partnership interests or similar\nownership interests of any class of equity security of any subsidiary of Parent,\nor any security exchangeable or convertible into or exercisable for such equity\nsecurities, partnership interests or similar ownership interests, issued,\nreserved for issuance or outstanding. Except as set forth in Part 3.2 or Part\n3.3 of the Parent Disclosure Letter, there are no subscriptions, options,\nwarrants, equity securities, partnership interests or similar ownership\ninterests, calls, rights (including preemptive rights), commitments or\nagreements of any character to which Parent or any of its subsidiaries is a\nparty or by which it is bound obligating Parent or any of its subsidiaries to\nissue, deliver or sell, or cause to be issued, delivered or sold, or repurchase,\nredeem or otherwise acquire, or cause the repurchase, redemption or acquisition\nof, any shares of capital stock, partnership interests or similar ownership\ninterests of Parent or any of its subsidiaries or obligating Parent or any of\nits subsidiaries to grant, extend, accelerate the vesting of or enter into any\nsuch subscription, option, warrant, equity security, call, right, commitment or\nagreement. \n\n     3.4  Authority; Non-Contravention. \n          ----------------------------\n\n          (a) Each of Parent and Merger Sub has all requisite corporate power\nand authority to enter into this Agreement and to consummate the transactions\ncontemplated hereby.  The execution and delivery of this Agreement and the\nconsummation of the transactions contemplated hereby have been duly authorized\nby all necessary corporate action on the part of Parent and Merger Sub, subject\nonly to the Parent Stockholder Approvals and the filing of the Certificate of\nMerger pursuant to Delaware Law.  The affirmative vote of (i) the holders of a\nmajority in interest of the stock present or represented by proxy at the Parent\nStockholders' Meeting is sufficient for Parent's stockholders to approve the\nissuance of shares of Parent Common Stock pursuant to the Merger, (ii) the\nholders of a majority of the outstanding shares of Parent Common Stock is\nsufficient for Parent's stockholders to amend Parent's Certificate of\nIncorporation to increased the authorized number of shares of Parent Common\nStock in order to permit the issuance of shares of Parent Common Stock pursuant\nto the Merger, and (iii) the holders of at least a majority of the voting power\nof all of then outstanding shares of Parent Common Stock is sufficient to amend\nParent's Bylaws to increase the authorized number of directors of Parent, and no\nother approval of any holder of any securities of Company is required in\nconnection with the consummation of the transactions contemplated hereby.  This\nAgreement has been duly executed and delivered by each of Parent and Merger Sub\nand, assuming the due authorization, execution and delivery by Company,\nconstitute the valid and binding obligations \n\n                                      -28-\n\n \nof Parent and Merger Sub, respectively, enforceable against Parent and Merger\nSub in accordance with their terms, except as enforceability may be limited by\nbankruptcy and other similar laws affecting the rights of creditors generally\nand general principles of equity.\n\n          (b) The execution and delivery of this Agreement by each of Parent and\nMerger Sub does not, and the performance of this Agreement by Parent and Merger\nSub will not, (i) subject to obtaining the Parent Stockholder Approvals,\nconflict with or violate the Certificate of Incorporation or Bylaws of Parent or\nMerger Sub, (ii) subject to obtaining the Parent Stockholder Approvals and\ncompliance with the requirements set forth in Section 3.4(c), conflict with or\nviolate any law, rule, regulation, order, judgment or decree applicable to\nParent or Merger Sub or by which any of their respective properties is bound or\naffected, or (iii) result in any breach of or constitute a default (or an event\nthat with notice or lapse of time or both would become a default) under, or\nimpair Parent's rights or alter the rights or obligations of any third party\nunder, or give to others any rights of termination, amendment, acceleration or\ncancellation of; or result in the creation of an Encumbrance on any of the\nproperties or assets of Parent or Merger Sub pursuant to, any note, bond,\nmortgage, indenture, contract, agreement, lease, license, permit, franchise or\nother instrument or obligation to which Parent or Merger Sub is a party or by\nwhich Parent or Merger Sub or any of their respective properties are bound or\naffected, except, in the case of clauses (ii) and (iii), for such conflicts,\nviolations, breaches, defaults, impairments, or rights which, individually or in\nthe aggregate, would not have a Material Adverse Effect on Parent.  Part 3.4(b)\nof the Parent Disclosure Letter list all consents, waivers and approvals under\nany of Parent's or any of its subsidiaries' agreements, contracts, licenses or\nleases required to be obtained in connection with the consummation of the\ntransactions contemplated hereby, which, if individually or in the aggregate not\nobtained, would result in a material loss of benefits to Parent or the Surviving\nCorporation as a result of the Merger.\n\n          (c) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with any Governmental Entity or other person is required\nto be obtained or made by Parent or Merger Sub in connection with the execution\nand delivery of this Agreement or the consummation of the Merger, except for (i)\nthe filing of the Certificate of Merger with the Secretary of State of the State\nof Delaware, (ii) the filing of the Proxy Statement\/Prospectus and the\nRegistration Statement with the SEC and a Schedule 13D with regard to the Voting\nAgreement in accordance with the Securities Act and the Exchange Act, and the\neffectiveness of the Registration Statement, (iii) such consents, approvals,\norders, authorizations, registrations, declarations and filings as may be\nrequired under applicable federal, foreign and state securities (or related)\nlaws and the HSR Act and the securities or antitrust laws of any foreign\ncountry, and (v) such other consents, authorizations, filings, approvals and\nregistrations which if not obtained or made would not be material to Parent or\nthe Surviving Corporation or have a material adverse effect on the ability of\nthe parties hereto to consummate the Merger.\n\n     3.5  SEC Filings; Parent Financial Statements.\n          ----------------------------------------\n\n          (a) Parent has filed all forms, reports and documents required to be\nfiled by Parent with the SEC since the effective date of the registration\nstatement of Parent's initial public offering, and has made available to Company\nsuch forms, reports and documents in the form filed with the SEC.  All such\nrequired forms, reports and documents (including those that Parent \n\n                                      -29-\n\n \nmay file subsequent to the date hereof) are referred to herein as the \"Parent\nSEC Reports.\" As of their respective dates, the Parent SEC Reports (i) were\nprepared in accordance with the requirements of the Securities Act or the\nExchange Act, as the case may be, and the rules and regulations of the SEC\nthereunder applicable to such Parent SEC Reports, and (ii) did not at the time\nthey were filed (or if amended or superseded by a filing prior to the date of\nthis Agreement, then on the date of such filing) contain any untrue statement of\na material fact or omit to state a material fact required to be stated therein\nor necessary in order to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading, except to the extent\ncorrected prior to the date of this Agreement by a subsequently filed Parent SEC\nReport. None of Parent's subsidiaries is required to file any forms, reports or\nother documents with the SEC.\n\n          (b) Each of the consolidated financial statements (including, in each\ncase, any related notes thereto) contained in the Parent SEC Reports (the\n\"Parent Financials\"), including any Parent SEC Reports filed after the date\nhereof until the Closing, (i) complied as to form in all material respects with\nthe published rules and regulations of the SEC with respect thereto, (ii) was\nprepared in accordance with GAAP applied on a consistent basis throughout the\nperiods involved (except as may be indicated in the notes thereto or, in the\ncase of unaudited interim financial statements, as may be permitted by the SEC\non Form 1O-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly\npresented the consolidated financial position of Parent and its subsidiaries as\nat the respective dates thereof and the consolidated results of Parent's\noperations and cash flows for the periods indicated, except that the unaudited\ninterim financial statements may not contain footnotes and were or are subject\nto normal and recurring year-end adjustments.  The balance sheet of Parent\ncontained in Parent SEC Reports as of September 30, 1999 is hereinafter referred\nto as the \"Parent Balance Sheet.\"  Except as disclosed in the Parent Financials,\nsince the date of the Parent Balance Sheet neither Parent nor any of its\nsubsidiaries has any liabilities required under GAAP to be set forth on a\nbalance sheet (absolute, accrued, contingent or otherwise) which are,\nindividually or in the aggregate, material to the business, results of\noperations or financial condition of Parent and its subsidiaries taken as a\nwhole, except for liabilities incurred since the date of the Parent Balance\nSheet in the ordinary course of business consistent with past practices and\nliabilities incurred in connection with this Agreement.\n\n          (c) Parent has heretofore furnished to Company a complete and correct\ncopy of any amendments or modifications, which have not yet been filed with the\nSEC but which are required to be filed, to agreements, documents or other\ninstruments which previously had been filed by Parent with the SEC pursuant to\nthe Securities Act or the Exchange Act.\n\n     3.6  Absence of Certain Changesor Events. Since the date of the Parent \n          -----------------------------------  \nBalance Sheet there has not been (i) any Material Adverse Effect with respect to\nParent, (ii) any declaration, setting aside or payment of any dividend on, or\nother distribution (whether in cash, stock or property) in respect of, any of\nParent's or any of its subsidiaries' capital stock, or any purchase, redemption\nor other acquisition by Parent of any of Parent's capital stock or any other\nsecurities of Parent or its subsidiaries or any options, warrants, calls or\nrights to acquire any such shares or other securities except for repurchases\nwhich are not, individually or in the aggregate, material in amount from\nemployees following their termination pursuant to the terms of their\npre-existing stock option or purchase agreements, (iii) any split, combination\nor reclassification of any of Parent's or any of its subsidiaries' capital\nstock, (iv) any material change by Parent in \n\n                                      -30-\n\n \nits accounting methods, principles or practices, except as required by\nconcurrent changes in GAAP, or (v) any material revaluation by Parent of any of\nits material assets, including writing off notes or accounts receivable other\nthan in the ordinary course of business. \n\n     3.7 Taxes. \n         ------ \n\n          (a) Parent and each of its subsidiaries have timely filed all material\nReturns relating to Taxes required to be filed by or on behalf of Parent and\neach of its subsidiaries with any Tax authority, such Returns are true, correct\nand complete in all material respects, and Parent and each of its subsidiaries\nhave paid all Taxes shown to be due on such Returns.\n\n          (b) Parent and each of its subsidiaries have withheld with respect to\nits employees all federal and state income taxes, Taxes pursuant to FICA, Taxes\npursuant to FUTA and other Taxes required to be withheld, except such Taxes\nwhich are not material to Parent.\n\n          (c) Neither Parent nor any of its subsidiaries has been delinquent in\nthe payment of any material Tax nor is there any material Tax deficiency\noutstanding, proposed or assessed against Parent or any of its subsidiaries, nor\nhas Parent or any of its subsidiaries executed any unexpired waiver of any\nstatute of limitations on or extending the period for the assessment or\ncollection of any Tax.\n\n          (d) No audit or other examination of any Return of Parent or any of\nits subsidiaries by any Tax authority is presently in progress, nor has Parent\nor any of its subsidiaries been notified of any request for such an audit or\nother examination that is reasonably likely to result in any adjustment that is\nmaterial to Parent.\n\n          (e) No adjustment relating to any Returns filed by Parent or any of\nits subsidiaries has been proposed in writing formally or informally by any Tax\nauthority to Company or any of its subsidiaries or any representative thereof\nthat is reasonably likely to be material to Parent.\n\n          (f) Neither Parent nor any of its subsidiaries has any liability for\nunpaid Taxes which has not been accrued for or reserved on the Parent Balance\nSheet in accordance with GAAP, whether asserted or unasserted, contingent or\notherwise, which is material to Parent, other than any liability for unpaid\nTaxes that may have accrued since the date of the Parent Balance Sheet in\nconnection with the operation of the business of Parent and its subsidiaries in\nthe ordinary course.\n\n          (g) There is no agreement, plan or arrangement to which Parent or any\nof its subsidiaries is a party, including this Agreement and the agreements\nentered into in connection with this Agreement, covering any employee or former\nemployee of Parent or any of its subsidiaries that, individually or\ncollectively, would be reasonably likely to give rise to the payment of any\namount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of\nthe Code.  There is no contract, agreement, plan or arrangement to which Parent\nis a party or by which it is bound to compensate any individual for excise taxes\npaid pursuant to Section 4999 of the Code.\n\n                                      -31-\n\n \n          (h) Neither Parent nor any of its subsidiaries has filed any consent\nagreement under Section 341(f) of the Code or agreed to have Section 341(f)(2)\nof the Code apply to any disposition of a subsection (f) asset (as defined in\nSection 341(f)(4) of the Code) owned by Parent.\n\n          (i) Neither Parent nor any of its subsidiaries is party to or has any\nobligation under any tax-sharing, tax indemnity or tax allocation agreement or\narrangement.\n\n          (j) Except as may be required as a result of the Merger, Parent and\nits subsidiaries have not been and will not be required to include any\nadjustment in Taxable income for any Tax period (or portion thereof) pursuant to\nSection 481 of the Code or any comparable provision under state or foreign Tax\nlaws as a result of transactions, events or accounting methods employed prior to\nthe Closing.\n\n          (k) None of Parent's or its subsidiaries' assets are tax exempt use\nproperty within the meaning of Section 168(h) of the Code.\n\n          (l) Parent has not been distributed in a transaction qualifying under\nSection 355 of the Code within the last two years, nor has Parent distributed\nany corporation in a transaction qualifying under Section 355 of the Code within\nthe last two years.\n\n          (m) Parent is not aware of any fact, circumstance, plan or intention\non the part of Parent that would be reasonably likely to prevent the Merger from\nqualifying as a \"reorganization\" pursuant to the provisions of Section 368 of\nthe Code.\n\n     3.8  Title to Properties.  Parent has good and valid title to, or, in the\n          -------------------                                                   \ncase of leased properties and assets, valid leasehold interests in, all of its\ntangible properties and assets, real, personal and mixed, used or held for use\nin its business, free and clear of any Encumbrances, except as reflected in the\nParent Financials and except for liens for Taxes not yet due and payable and\nsuch Encumbrances which are not material in character, amount or extent.\n\n     3.9  Intellectual Property.  For the purposes of this Agreement, the\n          ---------------------                                            \nfollowing terms have the following definitions:\n\n          \"Parent Intellectual Property\" shall mean any Intellectual Property\nthat is owned by, or exclusively licensed to, Parent or one of its subsidiaries.\n\n          \"Parent Registered Intellectual Property\" means all of the Registered\nIntellectual Property owned by, or filed in the name of, Parent or one of its\nsubsidiaries.\n\n          (a) No material Parent Intellectual Property or product or service of\nParent is subject to any proceeding or outstanding decree, order, judgment,\nagreement, or stipulation restricting in any manner the use, transfer, or\nlicensing thereof by Parent, or which may affect the validity, use or\nenforceability of such Parent Intellectual Property.\n\n          (b) Each material item of Parent Registered Intellectual Property is\nvalid and subsisting, all necessary registration, maintenance and renewal fees\ncurrently due in connection \n\n                                      -32-\n\n \nwith such Registered Intellectual Property have been made and all necessary\ndocuments, recordations and certificates in connection with such Registered\nIntellectual Property have been filed with the relevant patent, copyright,\ntrademark or other authorities in the United States or foreign jurisdictions, as\nthe case may be, for the purposes of maintaining such Registered Intellectual\nProperty except, in each case, as would not materially adversely affect such\nitem of Parent Registered Intellectual Property.\n\n          (c) Parent or one of its subsidiaries owns and has good and exclusive\ntitle to, or has license (sufficient for the conduct of its business as\ncurrently conducted and as proposed to be conducted) to, each material item of\nParent Intellectual Property free and clear of any Encumbrance (excluding\nlicenses and related restrictions).\n\n          (d) Neither Parent nor any of its subsidiaries have transferred\nownership of, or granted any exclusive license with respect to, any Intellectual\nProperty that is or was material Parent Intellectual Property, to any third\nparty.\n\n          (e) To Parent's knowledge, the operation of the business of Parent as\nsuch business currently is conducted, including Parent's design, development,\nmarketing and sale of the products or services of Parent (including with respect\nto products currently under development) has not, does not and will not infringe\nor misappropriate the Intellectual Property of any third party or, to its\nknowledge, constitute unfair competition or trade practices under the laws of\nany jurisdiction.\n\n          (f) Parent has not received notice from any third party that the\noperation of the business of Parent or any act, product or service of Parent,\ninfringes or misappropriates the Intellectual Property of any third party or\nconstitutes unfair competition or trade practices under the laws of any\njurisdiction, which allegation, if true, would have a Material Adverse Effect on\nParent.\n\n          (g) To the knowledge of Parent, no person has or is infringing or\nmisappropriating any material Parent Intellectual Property, which infringement\nor misappropriation, individually or in the aggregate, would have a Material\nAdverse Effect on Parent.\n\n          (h) Parent and its subsidiaries have taken reasonable steps to protect\nParent's and its subsidiaries' rights in Parent's and such subsidiaries'\nconfidential information and trade secrets, except where the failure to do so\nwould have a Material Adverse Effect on Parent.\n\n          (i) None of the Parent Intellectual Property or product or service of\nParent contains any significant defect in connection with processing data\ncontaining dates in leap years or in the year 2000 or any preceding or following\nyears, which defects, individually or in the aggregate, would have a Material\nAdverse Effect on Parent.\n\n     3.10  Compliance with Laws.\n           --------------------   \n\n          (a) Neither Parent nor any of its subsidiaries is in conflict with, or\nin default or in violation of (i) any law, rule, regulation, order, judgment or\ndecree applicable to Parent or \n\n                                      -33-\n\n \nany of its subsidiaries or by which Parent or any of its subsidiaries or any of\ntheir respective properties is bound or affected, or (ii) any note, bond,\nmortgage, indenture, agreement, lease, license, permit, franchise or other\ninstrument or obligation to which Parent or any of its subsidiaries is a party\nor by which Parent or any of its subsidiaries or its or any of their respective\nproperties is bound or affected, except for conflicts, violations and defaults\nthat, individually or in the aggregate, would not have a Material Adverse Effect\non Parent. No investigation or review by any Governmental Entity is pending or,\nto Parent's knowledge, has been threatened in a writing delivered to Parent\nagainst Parent or any of its subsidiaries, nor, to Parent's knowledge, has any\nGovernmental Entity indicated an intention to conduct an investigation of Parent\nor any of its subsidiaries. There is no judgment, injunction, order or decree\nbinding upon Parent or any of its subsidiaries which has or could reasonably be\nexpected to have the effect of prohibiting or materially impairing any material\nbusiness practice of Parent or any of its subsidiaries, or any acquisition of\nmaterial property by Parent or any of its subsidiaries.\n\n          (b) Parent and its subsidiaries hold all permits, licenses, variances,\nexemptions, orders and approvals from governmental authorities that are material\nto or required for the operation of the business of Parent as currently\nconducted (collectively, the \"Parent Permits\"), and are in compliance with the\nterms of the Parent Permits, except where the failure to hold such Parent\nPermits, or be in such compliance, would not, individually or in the aggregate,\nhave a Material Adverse Effect on Parent.\n\n     3.11  Litigation.  There are no claims, suits, actions or proceedings\n           ----------                                                       \npending or, to the knowledge of Parent, threatened against, relating to or\naffecting Parent or any of its subsidiaries, before any Governmental Entity or\nany arbitrator that seeks to restrain or enjoin the consummation of the\ntransactions contemplated by this Agreement or which could reasonably be\nexpected, either singularly or in the aggregate with all such claims, actions or\nproceedings, to have a Material Adverse Effect on Parent or have a material\nadverse effect on the ability of the parties hereto to consummate the Merger.\nNo director or executive officer of the Parent has asserted a claim to seek\nindemnification from the Parent under Parent Charter Documents or any\nindemnification agreements between Parent and such person.\n\n     3.12  Employee Benefit Plans.\n           ----------------------   \n\n          (a) Definitions.  With the exception of the definition of \"Affiliate\"\n              -----------                                                      \nset forth in Section 3.12(a)(i) below (which definition shall apply only to this\nSection 3.12), for purposes of this Agreement, the following terms shall have\nthe meanings set forth below:\n\n               (i) \"Affiliate\" shall mean any other person or entity under\ncommon control with Parent within the meaning of Section 414(b), (c), (m) or (o)\nof the Code and the regulations issued thereunder;\n\n               (ii) \"Parent Employee Plan\" shall mean any plan, program, policy,\npractice, contract, agreement or other arrangement providing for compensation,\nseverance, termination pay, performance awards, stock or stock-related awards,\nfringe benefits or other employee benefits or remuneration of any kind, whether\nwritten or unwritten or otherwise, \n\n                                      -34-\n\n \nfunded or unfunded, including without limitation, each \"employee benefit plan,\"\nwithin the meaning of Section 3(3) of ERISA which is or has been maintained,\ncontributed to, or required to be contributed to, by Parent or any Affiliate for\nthe benefit of any Employee;\n\n               (iii) \"Parent Employees\" shall mean any current, former or\nretired employee, officer or director or any subsidiary of Parent;\n\n               (iv) \"International Parent Employee Plan\" shall mean each Parent\nEmployee Plan that has been adopted or maintained by Parent, whether informally\nor formally, for the benefit of Employees outside the United States;\n\n               (v) \"Multiemployer Plan\" shall mean any \"Pension Plan\" (as\ndefined below) which is a \"multiemployer plan,\" as defined in Section 3(37) of\nERISA;\n\n               (vi) \"Pension Plan\" shall mean each Parent Employee Plan which is\nan \"employee pension benefit plan,\" within the meaning of Section 3(2) of ERISA.\n\n          (b) Schedule.  Part 3.12 of the Parent Disclosure Letter contains an\n              --------                                                        \naccurate and complete list of each Parent Employee Plan.  Parent does not have\nany plan or commitment to establish any new Parent Employee Plan, to modify any\nParent Employee Plan (except to the extent required by law or to conform any\nsuch Parent Employee Plan to the requirements of any applicable law, in each\ncase as previously disclosed to Parent in writing, or as required by this\nAgreement), or to enter into any Parent Employee Plan, nor does it have any\nintention or commitment to do any of the foregoing.\n\n          (c) Documents.  Parent has made available to Company, to the extent\n              ---------                                                      \nrequested by Company:  (i) correct and complete copies of all documents\nembodying each Parent Employee Plan including all amendments thereto and written\ninterpretations thereof; (ii) the most recent annual actuarial valuations, if\nany, prepared for each Parent Employee Plan; (iii) the most recent annual report\n(Form Series 5500 and all schedules and financial statements attached thereto),\nif any, required under ERISA or the Code in connection with each Parent Employee\nPlan or related trust; (iv) if the Parent Employee Plan is funded, the most\nrecent annual and periodic accounting of Parent Employee Plan assets; (v) the\nmost recent summary plan description together with the summary of material\nmodifications thereto, if any, required under ERISA with respect to each Parent\nEmployee Plan; (vi) all IRS determination, opinion, notification and advisory\nletters, and rulings relating to Parent Employee Plans and copies of all\napplications and correspondence to or from the IRS or the DOL with respect to\nany Parent Employee Plan; and (vii) all registration statements and prospectuses\nprepared in connection with each Parent Employee Plan.\n\n          (d) Employee Plan Compliance.  Except, in each case, as would not,\n              ------------------------                                      \nindividually or in the aggregate, result in a material liability to Parent, (i)\nParent has performed in all material respects all obligations required to be\nperformed by it under, is not in default or violation of, and has no knowledge\nof any default or violation by any other party to, each Parent Employee Plan,\nand each Parent Employee Plan has been established and maintained in all\nmaterial respects in accordance with its terms and in compliance with all\napplicable laws, \n\n                                      -35-\n\n \nstatutes, orders, rules and regulations, including but not limited to ERISA or\nthe Code; (ii) each Parent Employee Plan intended to qualify under Section\n401(a) of the Code and each trust intended to qualify under Section 501(a) of\nthe Code has either received a favorable determination letter from the IRS with\nrespect to each such Plan as to its qualified status under the Code or has\nremaining a period of time under applicable Treasury regulations or IRS\npronouncements in which to apply for such a determination letter and make any\namendments necessary to obtain a favorable determination and, to the knowledge\nof Parent, no event has occurred giving rise to a material likelihood that such\nPlan would not be treated as qualified by the IRS; (iii) no \"prohibited\ntransaction,\" within the meaning of Section 4975 of the Code or Sections 406 and\n407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred\nwith respect to any Parent Employee Plan; (iv) there are no actions, suits or\nclaims pending, or, to the knowledge of Parent, threatened or reasonably\nanticipated (other than routine claims for benefits) against any Parent Employee\nPlan or against the assets of any Parent Employee Plan; (v) each Parent Employee\nPlan can be amended, terminated or otherwise discontinued after the Effective\nTime in accordance with its terms, without liability to Parent or any of its\nAffiliates (other than ordinary administration expenses typically incurred in a\ntermination event); (vi) neither Parent nor any Affiliate is subject to any\npenalty or tax with respect to any Parent Employee Plan under Section 402(i) of\nERISA or Sections 4975 through 4980 of the Code.\n\n          (e) Pension Plans.  Parent does not now, nor has it ever, maintained,\n              -------------                                                    \nestablished, sponsored, participated in, or contributed to, any Pension Plan\nwhich is subject to Title IV of ERISA or Section 412 of the Code, that would\nresult in material liability to Parent.\n\n          (f) Multiemployer Plans.  At no time has Parent contributed to or been\n              -------------------                                               \nrequested to contribute to any Multiemployer Plan, that would result in material\nliability to Parent.\n\n          (g) No Post-Employment Obligations.  No Parent Employee Plan provides,\n              ------------------------------                                    \nor has any liability to provide, retiree life insurance, retiree health or other\nretiree employee welfare benefits to any person for any reason, except as may be\nrequired by COBRA or other applicable statute, and Parent has never represented,\npromised or contracted (whether in oral or written form) to any Parent Employee\n(either individually or to Parent Employees as a group) or any other person that\nsuch Parent Employee(s) or other person would be provided with retiree life\ninsurance, retiree health or other retiree employee welfare benefit, except to\nthe extent required by statute.\n\n          (h) Effect of Transaction.  Except as expressly contemplated by this\n              ---------------------                                           \nAgreement, the execution of this Agreement and the consummation of the\ntransactions contemplated hereby will not (either alone or upon the occurrence\nof any additional or subsequent events) constitute an event under any Parent\nEmployee Plan, trust or loan that will or may result in any payment (whether of\nseverance pay or otherwise), acceleration, forgiveness of indebtedness, vesting,\ndistribution, increase in benefits or obligation to fund benefits with respect\nto any Parent Employee.\n\n                                      -36-\n\n \n          (i) Employment Matters.  Except, in each case, as would not,\n              ------------------                                      \nindividually or in the aggregate, have a Material Adverse Effect on the Parent,\nParent and each of its subsidiaries is in compliance in all material respects\nwith all applicable foreign, federal, state and local laws, rules and\nregulations respecting employment, employment practices, terms and conditions of\nemployment and wages and hours, in each case, with respect to Employees.\n\n          (j) Labor.  No work stoppage or labor strike against Parent is\n              -----                                                     \npending, threatened or reasonably anticipated.  Parent does not know of any\nactivities or proceedings of any labor union to organize any Parent Employees.\nThere are no actions, suits, claims, labor disputes or grievances pending, or,\nto the knowledge of Parent, threatened relating to any labor, safety or\ndiscrimination matters involving any Parent Employee, including charges of\nunfair labor practices or discrimination complaints, which, if adversely\ndetermined, would, individually or in the aggregate, result in any material\nliability to Parent.  Neither Parent nor any of its subsidiaries has engaged in\nany unfair labor practices within the meaning of the National Labor Relations\nAct.  Parent is not presently, nor has it been in the past, a party to, or bound\nby, any collective bargaining agreement or union contract with respect to Parent\nEmployees and no collective bargaining agreement is being negotiated by Parent.\n\n          (k) International Parent Employee Plan.  No International Parent\n              ----------------------------------                          \nEmployee Plan has unfunded liabilities, that as of the Effective Time, will not\nbe offset by insurance or fully accrued.\n\n     3.13  Environmental Matters.\n           ---------------------   \n\n          (a) Hazardous Material.  Except as would not have a Material Adverse\n              ------------------                                              \nEffect on Parent, no underground storage tanks and no amount of any Hazardous\nMaterials are present, as a result of the actions of Parent or any of its\nsubsidiaries or any affiliate of Parent, or, to Parent's knowledge, as a result\nof any actions of any third party or otherwise, in, on or under any property,\nincluding the land and the improvements, ground water and surface water thereof\nthat Parent or any of its subsidiaries has at any time owned, operated, occupied\nor leased.\n\n          (b) Hazardous Materials Activities.  Except as would not have a\n              ------------------------------                             \nMaterial Adverse Effect on Parent (in any individual case or in the aggregate)\n(i) neither Parent nor any of its subsidiaries has transported, stored, used,\nmanufactured, disposed of released or exposed its employees or others to\nHazardous Materials in violation of any law in effect on or before the Closing\nDate, and (ii) neither Parent nor any of its subsidiaries has disposed of;\ntransported, sold, used, released, exposed its employees or others to or\nmanufactured any product containing a Hazardous Material in violation of any\nrule, regulation, treaty or statute promulgated by any Governmental Entity in\neffect prior to or as of the date hereof to prohibit, regulate or control\nHazardous Materials or any Hazardous Material Activity.\n\n          (c) Permits.  Parent and its subsidiaries currently hold all\n              -------                                                 \nEnvironmental Permits material to and necessary for the conduct of Parent's and\nits subsidiaries' Hazardous Material Activities and other businesses of Parent\nand its subsidiaries as such activities and businesses are currently being\nconducted.\n\n                                      -37-\n\n \n          (d) Environmental Liabilities.  No material action, proceeding,\n              -------------------------                                  \nrevocation proceeding, amendment procedure, writ or injunction is pending, and\nto Parent's knowledge, no material action, proceeding, revocation proceeding,\namendment procedure, writ or injunction has been threatened by any Governmental\nEntity against Parent or any of its subsidiaries in a writing delivered to\nParent concerning any Environmental Permit of Parent, Hazardous Material or any\nHazardous Materials Activity of Parent or any of its subsidiaries.  Parent is\nnot aware of any fact or circumstance which reasonably could be expected to\ninvolve Parent or any subsidiaries in any environmental litigation or impose\nupon Parent any material environmental liability, with such exceptions as would\nnot have a Material Adverse Effect on Parent.\n\n     3.14  Certain Agreements.  Except as set forth in Part 3.14 of the Parent\n           ------------------                                                   \nDisclosure Letter, neither Parent nor any of its subsidiaries is a party to or\nis bound by:\n\n          (a) any agreement, obligation or commitment containing covenants\npurporting to limit or which effectively limit the Parent's or any of its\nsubsidiaries' freedom to compete in any line of business or in any geographic\narea or granting any exclusive distribution or other exclusive rights; or\n\n          (b) any agreement or commitment currently in force relating to the\ndisposition or acquisition by Parent or any of its subsidiaries after the date\nof this Agreement of a material amount of assets not in the ordinary course of\nbusiness, or pursuant to which Parent has any material ownership or\nparticipation interest in any corporation, partnership, joint venture, strategic\nalliance or other business enterprise other than Parent's subsidiaries.\n\n     The agreements required to be disclosed in the Parent Disclosure Letter\npursuant to clauses (a) and (b) above or pursuant to Section 3.9 or are required\nto be filed with any Parent SEC Report (\"Parent Contracts\") are valid and in\nfull force and effect, except to the extent that such invalidity would not have\na Material Adverse Effect on Parent.  Neither Parent nor any of its\nsubsidiaries, nor to Parent's knowledge, any other party thereto, is in breach,\nviolation or default under, and neither Parent nor any of its subsidiaries has\nreceived written notice that it has breached, violated or defaulted, any of the\nterms or conditions of any Parent Contract in such a manner as would have a\nMaterial Adverse Effect on Parent.\n\n     3.15  Brokers' and Finders' Fees.  Except for fees payable to Morgan\n           --------------------------                                        \nStanley &amp; Co. Incorporated, Parent has not incurred, nor will it incur, directly\nor indirectly, any liability for brokerage or finders' fees or agents'\ncommissions or any similar charges in connection with this Agreement or any\ntransaction contemplated hereby.\n\n     3.16  Disclosure.  The information supplied by Parent for inclusion in\n           ----------                                                        \nthe Registration Statement shall not at the time the Registration Statement is\nfiled with the SEC and at the time it becomes effective under the Securities Act\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they are made, not\nmisleading.  The information supplied by Parent for inclusion in the Proxy\nStatement\/Prospectus shall not, on the date the Proxy Statement\/Prospectus is\nmailed to Company's stockholders or to Parent's stockholders, at the time of the\nCompany Stockholders' Meeting, at the time of the Parent \n\n                                      -38-\n\n \nStockholders' Meeting or as of the Effective Time, contain any untrue statement\nof a material fact or omit to state any material fact required to be stated\ntherein or necessary in order to make the statements therein, in light of the\ncircumstances under which they are made, not false or misleading, or omit to\nstate any material fact necessary to correct any statement in any earlier\ncommunication with respect to the solicitation of proxies for the Company\nStockholders' Meeting or the Parent Stockholders' Meeting which has become false\nor misleading. The Registration Statement and Proxy Statement\/Prospectus will\ncomply as to form in all material respects with the provisions of the Securities\nAct and the rules and regulations thereunder. If at any time prior to the\nEffective Time, any event relating to Parent or any of its affiliates, officers\nor directors should be discovered by Parent which is required to be set forth in\nan amendment to the Registration Statement or a supplement to the Proxy\nStatement\/Prospectus, Parent shall promptly inform Company. Notwithstanding the\nforegoing, Parent makes no representation or warranty with respect to any\ninformation supplied by Company which is contained in any of the foregoing\ndocuments.\n\n     3.17  Board Approval.  The Board of Directors of Parent has, as of the\n           --------------                                                    \ndate of this Agreement, (i) determined that the Merger is fair to, and in the\nbest interests of Parent and its stockholders, and has approved this Agreement\nand (ii) recommends that the stockholders of Parent approve each of the Parent\nStockholder Approvals.\n\n     3.18  Fairness Opinion.  Parent's Board of Directors has received a\n           ----------------                                               \nwritten opinion from Morgan Stanley &amp; Co. Incorporated, dated as of the date\nhereof, to the effect that, as of the date hereof, the Exchange Ratio is fair to\nParent from a financial point of view, and has delivered to Company a copy of\nsuch opinion.\n\n\n                                   Article IV\n                      Conduct Prior to the Effective Time\n\n     4.1  Conduct of Business by Company.  During the period from the date of\n          ------------------------------                                       \nthis Agreement and continuing until the earlier of the termination of this\nAgreement pursuant to its terms or the Effective Time, Company and each of its\nsubsidiaries shall, except to the extent that Parent shall otherwise consent in\nwriting, carry on its business in the usual, regular and ordinary course, in\nsubstantially the same manner as heretofore conducted and in compliance in all\nmaterial respects with all applicable laws and regulations, pay its debts and\nTaxes when due subject to good faith disputes over such debts or Taxes, pay or\nperform other material obligations when due, and use its commercially reasonable\nefforts consistent with past practices and policies to (i) preserve intact its\npresent business organization, (ii) keep available the services of its present\nofficers and employees and (iii) preserve its relationships with customers,\nsuppliers, licensors, licensees, and others with which it has business dealings.\nIn addition, during that period Company will promptly notify Parent of any\nmaterial event involving its business or operations consistent with the\nagreements contained herein.\n\n     In addition, except as permitted by the terms of this Agreement, and except\nas contemplated by this Agreement or provided in Schedule 4.1 of the Company\nDisclosure Letter, \n\n                                      -39-\n\n \nwithout the prior written consent of Parent, during the period from the date of\nthis Agreement and continuing until the earlier of the termination of this\nAgreement pursuant to its terms or the Effective Time, Company shall not do any\nof the following and shall not permit its subsidiaries to do any of the\nfollowing:\n\n          (a) Waive any stock repurchase rights, accelerate, amend or change the\nperiod of exercisability of options or restricted stock, or reprice options\ngranted under any employee, consultant, director or other stock plans or\nauthorize cash payments in exchange for any options granted under any of such\nplans;\n\n          (b) Grant any severance or termination pay to any officer or employee\nexcept (i) pursuant to written agreements in effect, or policies existing, on\nthe date hereof and as previously disclosed in writing to Parent, (ii) in an\namount not to exceed four months base pay of the terminated person or (iii) as\nconsented to by Parent, whose consent shall not be unreasonably withheld or\ndelayed, or adopt any new severance plan;\n\n          (c) Transfer or license to any person or entity or otherwise extend,\namend or modify in any material respect any rights to the material Company\nIntellectual Property, other than non-exclusive licenses in the ordinary course\nof business and consistent with past practice;\n\n          (d) Except for the two-for-one stock dividend payable on Company\nCommon Stock on March 10, 2000, declare, set aside or pay any dividends on or\nmake any other distributions (whether in cash, stock, equity securities or\nproperty) in respect of any capital stock of Company or split, combine or\nreclassify any capital stock of Company or issue or authorize the issuance of\nany other securities in respect of, in lieu of or in substitution for any\ncapital stock of Company;\n\n          (e) Purchase, redeem or otherwise acquire, directly or indirectly, any\nshares of capital stock of Company or its subsidiaries, except repurchases of\nunvested shares at cost in connection with the termination of the employment\nrelationship with any employee pursuant to stock option or purchase agreements\nin effect on the date hereof;\n\n          (f) Issue, deliver, sell, authorize, pledge or otherwise encumber any\nshares of capital stock or any securities convertible into shares of capital\nstock, or subscriptions, rights, warrants or options to acquire any shares of\ncapital stock or any securities convertible into shares of capital stock, or\nenter into other agreements or commitments of any character obligating it to\nissue any such shares or convertible securities, other than the issuance\ndelivery and\/or sale of (i) shares of Company Common Stock pursuant to the\nexercise of Company Options, (ii) shares of Company Common Stock issuable to\nparticipants in the Company ESPP, (iii) shares of Company Common Stock issuable\nto participants in the Company's 401(k) Plan, in the case of (i), (ii) and\n(iii), consistent with the terms thereof, and (iv) pursuant to grants of Company\nOptions to newly hired employees, upon promotions of existing employees, or as\npart of Company's annual option grant program, in each case, in the ordinary\ncourse of business, consistent with past practice, and not to exceed in the\naggregate pursuant to this clause (iv), 500,000 shares of Company Common Stock;\n\n                                      -40-\n\n \n          (g) Cause, permit or propose any amendments to its Certificate of\nIncorporation, Bylaws or other charter documents (or similar governing\ninstruments of any of its subsidiaries);\n\n          (h) Acquire or agree to acquire by merging or consolidating with, or\nby purchasing any equity interest in or a portion of the assets of, or by any\nother manner, any business or any corporation, partnership, association or other\nbusiness organization or division thereof; or otherwise acquire or agree to\nacquire any assets which are material, individually or in the aggregate, to the\nbusiness of Company or enter into any material joint ventures, strategic\nrelationships or alliances; provided, that Company shall not be prohibited under\nthis clause (h) from (i) making or agreeing to make debt or equity investments\nwhich do not exceed (A) the lesser of (x) 20% of the fully diluted ownership of\nthe entity or (y) $10 million, individually, or (B) $100 million, in the\naggregate, or (ii) making or agreeing to make acquisitions which do not (A)\nexceed $200 million per acquisition, (B) exceed $500 million in the aggregate\n(which valuations shall be determined upon the signing of agreements regarding\nsuch transactions), or (C) which could reasonably be expected to delay the\nMerger or the other transactions contemplated hereby; provided, further, that\nCompany shall provide written notice to Parent prior to signing any agreement\nregarding any such acquisition;\n\n          (i) Sell, lease, license, encumber or otherwise dispose of any\nproperties or assets which are material, individually or in the aggregate, to\nthe business of Company;\n\n          (j) Incur any indebtedness for borrowed money or guarantee any such\nindebtedness of another person, issue or sell any debt securities or options,\nwarrants, calls or other rights to acquire any debt securities of Company, enter\ninto any \"keep well\" or other agreement to maintain any financial statement\ncondition or enter into any arrangement having the economic effect of any of the\nforegoing other than (i) in the ordinary course of business, consistent with\npast practice or (ii) pursuant to existing credit facilities, in the ordinary\ncourse of business;\n\n          (k) Except as required to comply with any Legal Requirement, adopt or\namend any employee benefit plan or employee stock purchase or employee stock\noption plan, or enter into any employment contract (other than offer letters and\nletter agreements entered into in the ordinary course of business consistent\nwith past practice providing for compensation and other benefits generally\ncommensurate with similarly situated employees) or collective bargaining\nagreement, pay any special bonus or special remuneration to any director or\nemployee, or increase the salaries or wage rates or fringe benefits (including\nrights to severance or indemnification) of its directors, officers, employees or\nconsultants other than in the ordinary course of business, consistent with past\npractice, or change in any material respect any management policies or\nprocedures that are material to the business of Company; provided, that any\nunilateral amendment by SAIC of any employee benefit plan in which Company\nparticipates shall not be a violation of this Section 4.1(k);\n\n          (1) Make any material capital expenditures other than capital\nexpenditures contained in the capital budget of Company approved by Company\nprior to the date of this Agreement;\n\n                                      -41-\n\n \n          (m) Modify, amend or terminate any Company Contract to which Company\nor any subsidiary thereof is a party or waive, release or assign any material\nrights or claims thereunder, in each case, in a manner that could reasonably be\nexpected to materially adversely affect the Company;\n\n          (n) Enter into any licensing or other agreement with regard to the\nacquisition, distribution or licensing of any material Intellectual Property\nother than licenses, distribution or other similar agreements entered into in\nthe ordinary course of business consistent with past practice;\n\n          (o) Materially revalue any of its assets or, except as required by\nGAAP, make any change in accounting methods, principles or practices;\n\n          (p) Materially change the pricing of the registration fees Company\ncharges for its registration services; or\n\n          (q) Agree in writing or otherwise to take any of the actions described\nin Section 4.1 (a) through (p) above.\n\n     4.2  Conduct of Business by Parent.  During the period from the date of\n          -----------------------------                                       \nthis Agreement and continuing until the earlier of the termination of this\nAgreement pursuant to its terms or the Effective Time, Parent and each of its\nsubsidiaries shall, except to the extent that Company shall otherwise consent in\nwriting, carry on its business in the usual, regular and ordinary course, in\nsubstantially the same manner as heretofore conducted and in compliance in all\nmaterial respects with all applicable laws and regulations, pay its debts and\nTaxes when due subject to good faith disputes over such debts or Taxes, pay or\nperform other material obligations when due, and use its commercially reasonable\nefforts consistent with past practices and policies to (i) preserve intact its\npresent business organization, (ii) keep available the services of its present\nofficers and employees and (iii) preserve its relationships with customers,\nsuppliers, licensors, licensees, and others with which it has business dealings.\nIn addition, during that period Parent will promptly notify Company of any\nmaterial event involving its business or operations consistent with the\nagreements contained herein.\n\n     In addition, except as permitted by the terms of this Agreement, and except\nas contemplated by this Agreement or provided in Schedule 4.2 of the Parent\nDisclosure Letter, without the prior written consent of Company, during the\nperiod from the date of this Agreement and continuing until the earlier of the\ntermination of this Agreement pursuant to its terms or the Effective Time,\nParent shall not do any of the following and shall not permit its subsidiaries\nto do any of the following:\n\n          (a) Declare, set aside or pay any dividends on or make any other\ndistributions (whether in cash, stock, equity securities or property) in respect\nof any capital stock of Parent or split, combine or reclassify any capital stock\nof Parent or issue or authorize the issuance of any other securities in respect\nof, in lieu of or in substitution for any capital stock of Parent;\n\n          (b) Purchase, redeem or otherwise acquire, directly or indirectly, any\nshares of capital stock of Parent or its subsidiaries, except repurchases of\nunvested shares at cost in \n\n                                      -42-\n\n \nconnection with the termination of the employment relationship with any employee\npursuant to stock option or purchase agreements in effect on the date hereof;\n\n          (c) Cause, permit or propose any amendments to its Certificate of\nIncorporation, Bylaws or other charter documents (or similar governing\ninstruments of any of its subsidiaries);\n\n          (d) Acquire or agree to acquire by merging or consolidating with, or\nby purchasing any equity interest in or a portion of the assets of, or by any\nother manner, any business or any corporation, partnership, association or other\nbusiness organization or division thereof; or otherwise acquire or agree to\nacquire any assets which are material, individually or in the aggregate, to the\nbusiness of Parent or enter into any material joint ventures, strategic\nrelationships or alliances; provided, that Parent shall not be prohibited under\nthis clause (h) from (i) making or agreeing to make debt or equity investments\nwhich do not exceed (A) the lesser of (x) 20% of the fully diluted ownership of\nthe entity or (y) $10 million, individually, or (B) $100 million, in the\naggregate, or (ii) making or agreeing to make acquisitions which do not (A)\nexceed $200 million per acquisition, (B) exceed $500 million in the aggregate\n(which valuations shall be determined upon the signing of agreements regarding\nsuch transactions), or (C) which could reasonably be expected to delay the\nMerger or the other transactions contemplated hereby; provided, further, that\nParent shall provide written notice to Company prior to signing any agreement\nregarding any such acquisition;\n\n          (e) Enter into any licensing or other agreement with regard to the\nacquisition, distribution or licensing of any material Intellectual Property\nother than licenses, distribution or other similar agreements entered into in\nthe ordinary course of business consistent with past practice;\n\n          (f) Except as required by GAAP, make any change in accounting methods,\nprinciples or practices; or\n\n          (g) Agree in writing or otherwise to take any of the actions described\nin Section 4.2 (a) through (f) above.\n\n\n                                    Article V\n                             Additional Agreements\n\n          5.1  Proxy Statement\/Prospectus; Registration Statement; Antitrust and\n               -----------------------------------------------------------------\nOther Filings.\n------------- \n\n          (a) As promptly as practicable after the execution of this Agreement,\nCompany and Parent will prepare and file with the SEC, the Proxy\nStatement\/Prospectus and Parent will prepare and file with the SEC the\nRegistration Statement in which the Proxy Statement\/Prospectus will be included\nas a prospectus.  Each of Company and Parent will respond to any comments of the\nSEC, will use its respective commercially reasonable efforts to have the\nRegistration Statement declared effective under the Securities Act as promptly\nas \n\n                                      -43-\n\n \npracticable after such filing and each of Company and Parent will cause the\nProxy Statement\/Prospectus to be mailed to its respective stockholders at the\nearliest practicable time after the Registration Statement is declared effective\nby the SEC. Promptly after the date of this Agreement, each of the Company and\nParent will prepare and file (i) with the United States Federal Trade Commission\nand the Antitrust Division of the United States Department of Justice\nNotification and Report Forms relating to the transactions contemplated herein\nas required by the HSR Act, as well as comparable pre-merger notification forms\nrequired by the merger notification or control laws and regulations of any\napplicable jurisdiction, as agreed to by the parties (the \"Antitrust Filings\")\nand (ii) any other filings required to be filed by it under the Exchange Act,\nthe Securities Act or any other federal, state or foreign laws relating to the\nMerger and the transactions contemplated by this Agreement (the \"Other\nFilings\"). The Company and Parent each shall promptly supply the other with any\ninformation which may be required in order to effectuate any filings pursuant to\nthis Section 5.1.\n\n          (b) Each of the Company and Parent will notify the other promptly upon\nthe receipt of any comments from the SEC or its staff or any other government\nofficials in connection with any filing made pursuant hereto and of any request\nby the SEC or its staff or any other government officials for amendments or\nsupplements to the Registration Statement, the Proxy Statement\/Prospectus or any\nAntitrust Filings or Other Filings or for additional information and will supply\nthe other with copies of all correspondence between such party or any of its\nrepresentatives, on the one hand, and the SEC, or its staff or any other\ngovernment officials, on the other hand, with respect to the Registration\nStatement, the Proxy Statement\/Prospectus, the Merger or any Antitrust Filing or\nOther Filing.  Each of the Company and Parent will cause all documents that it\nis responsible for filing with the SEC or other regulatory authorities under\nthis Section 5.1 to comply in all material respects with all applicable\nrequirements of law and the rules and regulations promulgated thereunder.\nWhenever any event occurs which is required to be set forth in an amendment or\nsupplement to the Proxy Statement\/Prospectus, the Registration Statement or any\nAntitrust Filing or Other Filing, the Company or Parent, as the case may be,\nwill promptly inform the other of such occurrence and cooperate in filing with\nthe SEC or its staff or any other government officials, and\/or mailing to\nstockholders of the Company and\/or Parent, such amendment or supplement.\n\n     5.2  Meeting of Company Stockholders.\n          -------------------------------   \n\n          (a) Promptly after the date hereof, Company will take all action\nnecessary in accordance with the Delaware Law and its Certificate of\nIncorporation and Bylaws to convene the Company Stockholders' Meeting to be held\nas promptly as practicable, and in any event (to the extent permissible under\napplicable law) within 45 days after the declaration of effectiveness of the\nRegistration Statement, for the purpose of voting upon approval and adoption of\nthis Agreement and approval of the Merger.  Subject to Section 5.2(c), Company\nwill use its commercially reasonable efforts to solicit from its stockholders\nproxies in favor of the adoption and approval of this Agreement and the approval\nof the Merger and will take all other action necessary to secure the vote or\nconsent of its stockholders required by the rules of the Nasdaq Stock Market or\nDelaware Law to obtain such approvals.  Notwithstanding anything to the contrary\ncontained in this Agreement, Company may adjourn or postpone the Company\nStockholders' Meeting to the extent necessary to ensure that any necessary\nsupplement or \n\n                                      -44-\n\n \namendment to the Proxy Statement\/Prospectus is provided to Company's\nstockholders in advance of a vote on the Merger and this Agreement or, if as of\nthe time for which Company Stockholders' Meeting is originally scheduled (as set\nforth in the Proxy Statement\/Prospectus) there are insufficient shares of\nCompany Common Stock represented (either in person or by proxy) to constitute a\nquorum necessary to conduct the business of the Company Stockholders' Meeting.\nCompany shall ensure that the Company Stockholders' Meeting is called, noticed,\nconvened, held and conducted, and that all proxies solicited by the Company in\nconnection with the Company Stockholders' Meeting are solicited, in compliance\nwith the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of\nthe Nasdaq Stock Market and all other applicable legal requirements. Company's\nobligation to call, give notice of, convene and hold the Company Stockholders'\nMeeting in accordance with this Section 5.2(a) shall not be limited to or\notherwise affected by the commencement, disclosure, announcement or submission\nto Company of any Acquisition Proposal or Superior Offer, or by any withdrawal,\namendment or modification of the recommendation of the Board of Directors of\nCompany with respect to this Agreement or the Merger.\n\n          (b) Subject to Section 5.2(c):  (i) the Board of Directors of Company\nshall recommend that Company's stockholders vote in favor of and adopt and\napprove this Agreement and approve the Merger at the Company Stockholders'\nMeeting; (ii) the Proxy Statement\/Prospectus shall include a statement to the\neffect that the Board of Directors of Company has  recommended that Company's\nstockholders vote in favor of and adopt and approve this Agreement and the\nMerger at the Company Stockholders' Meeting; and (iii) neither the Board of\nDirectors of Company nor any committee thereof shall withdraw, amend or modify,\nor propose or resolve to withdraw, amend or modify in a manner adverse to\nParent, the recommendation of the Board of Directors of Company that Company's\nstockholders vote in favor of and adopt and approve this Agreement and the\nMerger.\n\n          (c) Nothing in this Agreement shall prevent the Board of Directors of\nthe Company from withholding, withdrawing, amending or modifying its\nrecommendation in favor of the Merger if (i) a Superior Offer (as defined below)\nis made to the Company and is not withdrawn, (ii) the Company shall have\nprovided written notice to Parent (a \"Notice of Superior Offer\") advising Parent\nthat the Company has received a Superior Offer, specifying all of the material\nterms and conditions of such Superior Offer and identifying the person or entity\nmaking such Superior Offer, (iii) Parent shall not have, within three business\ndays of Parent's receipt of the Notice of Superior Offer, made an offer that the\nCompany's Board of Directors by a majority vote determines in its good faith\njudgment (based on the written advice of a financial advisor of national\nstanding) to be at least as favorable to Company's stockholders as such Superior\nOffer (it being agreed that the Board of Directors of Company shall convene a\nmeeting to consider any such offer by Parent promptly following the receipt\nthereof), (iv) the Board of Directors of Company concludes in good faith, after\nconsultation with its outside counsel, that, in light of such Superior Offer,\nthe withholding, withdrawal, amendment or modification of such recommendation is\nrequired in order for the Board of Directors of Company to comply with its\nfiduciary obligations to Company's stockholders under applicable law and (v)\nCompany shall not have violated any of the restrictions set forth in Section 5.4\nor this Section 5.2.  Company shall provide Parent with at least two business\ndays prior notice (or such lesser prior notice as provided to the members of the\nCompany's Board of Directors but in no event less than twenty-\n\n                                      -45-\n\n \nfour hours) of any meeting of the Company's Board of Directors at which\nCompany's Board of Directors is reasonably expected to consider any Acquisition\nProposal (as defined in Section 5.4) to determine whether such Acquisition\nProposal is a Superior Offer. Nothing contained in this Section 5.2(c) shall\nlimit the Company's obligation to hold and convene the Company Stockholders'\nMeeting (regardless of whether the recommendation of the Board of Directors of\nCompany shall have been withdrawn, amended or modified). For purposes of this\nAgreement, \"Superior Offer\" shall mean an unsolicited, bona fide written offer\nmade by a third party to consummate any of the following transactions: (i) a\nmerger or consolidation involving Company pursuant to which the stockholders of\nCompany immediately preceding such transaction hold less than 50% of the equity\ninterest in the surviving or resulting entity of such transaction or (ii) the\nacquisition by any person or group (including by way of a tender offer or an\nexchange offer or a two step transaction involving a tender offer followed with\nreasonable promptness by a merger involving the Company), directly or\nindirectly, of ownership of 100% of the then outstanding shares of capital stock\nof the Company, on terms that the Board of Directors of the Company determines,\nin its reasonable judgment (based on the written advice of a financial advisor\nof national standing) to be more favorable to the Company stockholders than the\nterms of the Merger; provided, however, that any such offer shall not be deemed\nto be a \"Superior Offer\" if any financing required to consummate the transaction\ncontemplated by such offer is not committed and is not likely in the reasonable\njudgment of the Company's Board of Directors (based on the advice of its\nfinancial advisor) to be obtained by such third party on a timely basis.\n\n          (d) Nothing contained in this Agreement shall prohibit the Company or\nits Board of Directors from taking and disclosing to its stockholders a position\ncontemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.\n\n     5.3  Meeting of Parent Stockholders.\n          ------------------------------   \n\n          (a) Promptly after the date hereof, Parent will take all action\nnecessary in accordance with the Delaware Law and its Certificate of\nIncorporation and Bylaws to convene the Parent Stockholders' Meeting to be held\nas promptly as practicable, and in any event (to the extent permissible under\napplicable law) within 45 days after the declaration of effectiveness of the\nRegistration Statement, for the purpose of voting upon the Parent Stockholder\nApprovals.  Parent will use its commercially reasonable efforts to solicit from\nits stockholders proxies in favor of the approval of the Parent Stockholder\nApprovals and will take all other action necessary to secure the vote or consent\nof its stockholders required by the rules of the Nasdaq Stock Market or Delaware\nLaw to obtain such approvals.  Notwithstanding anything to the contrary\ncontained in this Agreement, Parent may adjourn or postpone the Parent\nStockholders' Meeting to the extent necessary to ensure that any necessary\nsupplement or amendment to the Proxy Statement\/Prospectus is provided to\nParent's stockholders in advance of a vote on the Parent Stockholder Approvals\nor, if as of the time for which Parent Stockholders' Meeting is originally\nscheduled (as set forth in the Proxy Statement\/Prospectus) there are\ninsufficient shares of Parent Common Stock represented (either in person or by\nproxy) to constitute a quorum necessary to conduct the business of the Parent\nStockholders' Meeting.  Parent shall ensure that the Parent Stockholders'\nMeeting is called, noticed, convened, held and conducted, and that all proxies\nsolicited by Parent in connection with the Parent Stockholders' Meeting are\nsolicited, in \n\n                                      -46-\n\n \ncompliance with the Delaware Law, its Certificate of Incorporation and Bylaws,\nthe rules of the Nasdaq Stock Market and all other applicable legal\nrequirements.\n\n          (b) (i) The Board of Directors of Parent shall recommend that Parent's\nstockholders approve the Parent Stockholder Approvals at the Parent\nStockholders' Meeting; (ii) the Proxy Statement\/Prospectus shall include a\nstatement to the effect that the Board of Directors of Parent has recommended\nthat Parent's stockholders approve the Parent Stockholder Approvals at the\nCompany Stockholders' Meeting; and (iii) neither the Board of Directors of\nParent nor any committee thereof shall withdraw, amend or modify, or propose or\nresolve to withdraw, amend or modify in a manner adverse to Company, the\nrecommendation of the Board of Directors of Parent that Parent's stockholders\napprove the Parent Stockholder Approvals.\n\n          (c) Nothing contained in this Agreement shall prohibit Parent or its\nBoard of Directors from taking and disclosing to its stockholders a position\ncontemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.\n\n     5.4  No Solicitation.\n          --------------- \n\n          (a) From and after the date of this Agreement until the Effective Time\nor termination of this Agreement pursuant to Article VII, Company and its\nsubsidiaries will not, nor will they authorize or permit any of their respective\nofficers, directors, affiliates or employees or any investment banker, attorney\nor other advisor or representative retained by any of them to, directly or\nindirectly, (i) solicit, initiate, encourage or induce the making, submission or\nannouncement of any Acquisition Proposal (as hereinafter defined), (ii)\nparticipate in any discussions or negotiations regarding, or furnish to any\nperson any non-public information with respect to, or take any other action to\nfacilitate any inquiries or the making of any Acquisition Proposal, (iii) engage\nin discussions with any person with respect to any Acquisition Proposal, except\nas to the existence of these provisions, (iv) approve, endorse or recommend any\nAcquisition Proposal or (v) enter into any letter of intent or similar document\nor any contract, agreement or commitment contemplating or otherwise relating to\nany Acquisition Proposal; provided, however, that notwithstanding the foregoing,\nprior to the approval of this Agreement and the Merger at the Company\nStockholders' Meeting, this Section 5.4(a) shall not prohibit Company from\nfurnishing nonpublic information regarding Company and its subsidiaries to, or\nentering into discussions or negotiations with, any person or group who has\nsubmitted (and not withdrawn) to Company an unsolicited, written, bona fide\nAcquisition Proposal that the Board of Directors of Company reasonably concludes\n(based on the written advice of a financial advisor of national standing) may\nconstitute a Superior Offer if (1) neither Company nor any representative of\nCompany and its subsidiaries shall have violated any of the restrictions set\nforth in this Section 5.4, (2) the Board of Directors of Company concludes in\ngood faith, after consultation with its outside legal counsel, that such action\nis required in order for the Board of Directors of Company to comply with its\nfiduciary obligations to Company's stockholders under applicable law, (3) prior\nto furnishing any such nonpublic information to, or entering into any such\ndiscussions with, such person or group, Company gives Parent written notice of\nthe identity of such person or group and all of the material terms and\nconditions of such Acquisition Proposal and of Company's intention to furnish\nnonpublic information to, or enter into discussions with, such person or group,\nand Company receives from such person or group an executed \n\n                                      -47-\n\n \nconfidentiality agreement containing terms at least as restrictive with regard\nto Company's confidential information as the Confidentiality Agreement, (4)\nCompany gives Parent at least two business days advance notice of its intent to\nfurnish such nonpublic information or enter into such discussions, and (5)\ncontemporaneously with furnishing any such nonpublic information to such person\nor group, Company furnishes such nonpublic information to Parent (to the extent\nsuch nonpublic information has not been previously furnished by the Company to\nParent). Company and its subsidiaries will immediately cease any and all\nexisting activities, discussions or negotiations with any parties conducted\nheretofore with respect to any Acquisition Proposal. Without limiting the\nforegoing, it is understood that any violation of the restrictions set forth in\nthe preceding two sentences by any officer, director or employee of Company or\nany of its subsidiaries or any investment banker, attorney or other advisor or\nrepresentative of Company or any of its subsidiaries shall be deemed to be a\nbreach of this Section 5.4 by Company.\n\n     For purposes of this Agreement, \"Acquisition Proposal\" shall mean any offer\nor proposal by a third party relating to:  (A) any acquisition or purchase from\nthe Company by any person or \"group\" (as defined under Section 13(d) of the\nExchange Act and the rules and regulations thereunder) of more than a 20%\ninterest in the total outstanding voting securities of the Company or any of its\nsubsidiaries or any tender offer or exchange offer that if consummated would\nresult in any person or \"group\" (as defined under Section 13(d) of the Exchange\nAct and the rules and regulations thereunder) beneficially owning 20% or more of\nthe total outstanding voting securities of the Company or any of its\nsubsidiaries or any merger, consolidation, business combination or similar\ntransaction involving the Company pursuant to which the stockholders of the\nCompany immediately preceding such transaction hold less than 80% of the equity\ninterests in the surviving or resulting entity of such transaction; (B) any\nsale, lease (other than in the ordinary course of business), exchange, transfer,\nlicense (other than in the ordinary course of business), acquisition, or\ndisposition of more than 50% of the assets of the Company; (C) any sale, lease,\nexchange, transfer, license or disposition to a third party of either of the\n\"registry\" or \"registrar\" businesses of Company; or (D) any liquidation or\ndissolution of the Company.\n\n          (b) In addition to the obligations of Company set forth in paragraph\n(a) of this Section 5.4, Company as promptly as reasonably practicable shall\nadvise Parent orally and in writing of any request for non-public information\nwhich Company reasonably believes would lead to an Acquisition Proposal or of\nany Acquisition Proposal, or any inquiry with respect to or which Company\nreasonably should believe would lead to any Acquisition Proposal, the material\nterms and conditions of such request, Acquisition Proposal or inquiry, and the\nidentity of the person or group making any such request, Acquisition Proposal or\ninquiry.  Company will keep Parent informed as promptly as reasonably\npracticable in all material respects of the status and details (including\nmaterial amendments or proposed amendments) of any such request, Acquisition\nProposal or inquiry.\n\n     5.5  Confidentiality; Access to Information.\n          --------------------------------------\n\n          (a) The parties acknowledge that Company and Parent have previously\nexecuted a mutual confidentiality agreement, dated as of March 3, 2000 (the\n\"Confidentiality Agreement\"), which Confidentiality Agreement will continue in\nfull force and effect in accordance with its terms.\n\n                                      -48-\n\n \n          (b) Access to Information.  Company will afford Parent and its\n              ---------------------                                     \naccountants, counsel and other representatives reasonable access during normal\nbusiness hours to the properties, books, records and personnel of Company during\nthe period prior to the Effective Time to obtain all information concerning the\nbusiness, including the status of product development efforts, properties,\nresults of operations and personnel of Company, as Parent may reasonably\nrequest.  Parent will afford Company and its accountants, counsel and other\nrepresentatives reasonable access during normal business hours to the\nproperties, books, records and personnel of Parent during the period prior to\nthe Effective Time to obtain all information concerning the business, including\nthe status of product development efforts, properties, results of operations and\npersonnel of Parent, as Company may reasonably request.  No information or\nknowledge obtained in any investigation pursuant to this Section 5.5 will affect\nor be deemed to modify any representation or warranty contained herein or the\nconditions to the obligations of the parties to consummate the Merger.\n\n     5.6  Public Disclosure. Parent and Company will consult with each other,\n          -----------------\nand to the extent practicable, agree, before issuing any press release or\notherwise making any public statement with respect to the Merger, this Agreement\nor an Acquisition Proposal and will not issue any such press release or make any\nsuch public statement prior to such consultation, except as may be required by\nlaw or any listing agreement with a national securities exchange. The parties\nhave agreed to the text of the joint press release announcing the signing of\nthis Agreement.\n\n     5.7  Reasonable Efforts; Notification.\n          --------------------------------\n\n          (a) Upon the terms and subject to the conditions set forth in this\nAgreement, each of the parties agrees to use all reasonable efforts to take, or\ncause to be taken, all actions, and to do, or cause to be done, and to assist\nand cooperate with the other parties in doing, all things necessary, proper or\nadvisable to consummate and make effective, in the most expeditious manner\npracticable, the Merger and the other transactions contemplated by this\nAgreement, including using reasonable efforts to accomplish the following:  (i)\nthe taking of all reasonable acts necessary to cause the conditions precedent\nset forth in Article VI to be satisfied, (ii) the obtaining of all necessary\nactions or nonactions, waivers, consents, approvals, orders and authorizations\nfrom Governmental Entities and the making of all necessary registrations,\ndeclarations and filings (including registrations, declarations and filings with\nGovernmental Entities, if any) and the taking of all reasonable steps as may be\nnecessary to avoid any suit, claim, action, investigation or proceeding by any\nGovernmental Entity, (iii) the obtaining of all necessary consents, approvals or\nwaivers from third parties, (iv) the defending of any suits, claims, actions,\ninvestigations or proceedings, whether judicial or administrative, challenging\nthis Agreement or the consummation of the transactions contemplated hereby,\nincluding seeking to have any stay or temporary restraining order entered by any\ncourt or other Governmental Entity vacated or reversed and (v) the execution or\ndelivery of any additional instruments necessary to consummate the transactions\ncontemplated by, and to fully carry out the purposes of, this Agreement.\nNotwithstanding anything in this Agreement to the contrary, neither Parent nor\nany of its affiliates shall be under any obligation to make proposals, execute\nor carry out agreements or submit to orders providing for the sale or other\ndisposition or holding separate (through the establishment of a trust or\notherwise) of any assets or categories of assets of Parent, \n\n                                      -49-\n\n \nany of its affiliates or Company or the holding separate of the shares of\nCompany Common Stock (or shares of stock of the Surviving Corporation) or\nimposing or seeking to impose any limitation on the ability of Parent or any of\nits subsidiaries or affiliates to conduct their business or own such assets or\nto acquire, hold or exercise full rights of ownership of the shares of Company\nCommon Stock (or shares of stock of the Surviving Corporation).\n\n          (b) Each of Company and Parent will give prompt notice to the other of\n(i) any notice or other communication from any person alleging that the consent\nof such person is or may be required in connection with the Merger, (ii) any\nnotice or other communication from any Governmental Entity in connection with\nthe Merger, (iii) any litigation relating to, involving or otherwise affecting\nCompany, Parent or their respective subsidiaries that relates to the\nconsummation of the Merger.  Company shall give prompt notice to Parent of any\nrepresentation or warranty made by it contained in this Agreement becoming\nuntrue or inaccurate, or any failure of Company to comply with or satisfy in any\nmaterial respect any covenant, condition or agreement to be complied with or\nsatisfied by it under this Agreement, in each case, such that the conditions set\nforth in Section 6.3 would not be satisfied, provided, however, that no such\nnotification shall affect the representations, warranties, covenants or\nagreements of the parties or the conditions to the obligations of the parties\nunder this Agreement.  Parent shall give prompt notice to Company of any\nrepresentation or warranty made by it or Merger Sub contained in this Agreement\nbecoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply\nwith or satisfy in any material respect any covenant, condition or agreement to\nbe complied with or satisfied by it under this Agreement, in each case, such\nthat the conditions set forth in Section 6.2 would not be satisfied, provided,\nhowever, that no such notification shall affect the representations, warranties,\ncovenants or agreements of the parties or the conditions to the obligations of\nthe parties under this Agreement.\n\n     5.8  Third Party Consents. As soon as practicable following the date \n          ---------------------------  \nhereof, Parent and Company will each use its commercially reasonable efforts to\nobtain any material consents, waivers and approvals under any of its or its\nsubsidiaries' respective agreements, contracts, licenses or leases required to\nbe obtained in connection with the consummation of the transactions contemplated\nhereby.\n\n     5.9  Stock Options and ESPP.\n          ----------------------\n\n          (a) At the Effective Time, each outstanding Company Option, whether or\nnot then exercisable, will be assumed by Parent.  Each Company Option so assumed\nby Parent under this Agreement will continue to have, and be subject to, the\nsame terms and conditions set forth in the Company Stock Option Plan immediately\nprior to the Effective Time (including, without limitation, any repurchase\nrights or vesting provisions), except that (i) each Company Stock Option will be\nexercisable (or will become exercisable in accordance with its terms) for that\nnumber of whole shares of Parent Common Stock equal to the product of the number\nof shares of Company Common Stock that were issuable upon exercise of such\nCompany Option immediately prior to the Effective Time multiplied by the\nExchange Ratio, rounded down to the nearest whole number of shares of Parent\nCommon Stock and (ii) the per share exercise price for the shares of Parent\nCommon Stock issuable upon exercise of such assumed Company Option will be equal\nto the quotient determined by dividing the exercise price per share of Company\n\n                                      -50-\n     \n \nCommon Stock at which such Company Option was exercisable immediately prior to\nthe Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.\nContinuous employment with Company or its subsidiaries shall be credited to the\noptionee for purposes of determining the vesting of all assumed Company Options\nafter the Effective Time.\n\n           (b) It is intended that Company Options assumed by Parent shall\nqualify following the Effective Time as incentive stock options as defined in\nSection 422 of the Code to the extent Company Options qualified as incentive\nstock options immediately prior to the Effective Time and the provisions of this\nSection 5.9 shall be applied consistent with such intent.\n\n           (c) Company shall take all actions necessary pursuant to the terms of\nthe Company ESPP in order to shorten the Participation Period(s) under such plan\nwhich includes the Effective Time (the \"Current Offerings\") such that a new\npurchase date for each such Participation Period shall occur prior to the\nEffective Time and shares shall be purchased by Company ESPP participants prior\nto the Effective Time.  The Current Offerings shall expire immediately following\nsuch new purchase date, and the Company ESPP shall terminate immediately prior\nto the Effective Time.  Subsequent to such new purchase date, Company shall take\nno action, pursuant to the terms of the Company ESPP, to commence any new\noffering period.\n\n     5.10  Form S-8.  Parent agrees to file a registration statement on \n           --------\nForm S-8 for the shares of Parent Common Stock issuable with respect to assumed\nCompany Options as soon as is reasonably practicable, but in no event more than\nfive business days, after the Effective Time and shall maintain the\neffectiveness of such registration statement thereafter for so long as any of\nsuch options or other rights remain outstanding. \n\n     5.11  Indemnification.\n           ---------------\n\n           (a) From and after the Effective Time, Parent will cause the\nSurviving Corporation to fulfill and honor in all respects the obligations of\nCompany pursuant to any indemnification agreements between Company and its\ndirectors and officers as of the Effective Time (the \"Indemnified Parties\") and\nany indemnification provisions under Company's Certificate of Incorporation or\nBylaws as in effect on the date hereof. The Certificate of Incorporation and\nBylaws of the Surviving Corporation will contain provisions with respect to\nexculpation and indemnification that are at least as favorable to the\nIndemnified Parties as those contained in the Certificate of Incorporation and\nBylaws of Company as in effect on the date hereof, which provisions will not be\namended, repealed or otherwise modified for a period of six years from the\nEffective Time in any manner that would adversely affect the rights thereunder\nof individuals who, immediately prior to the Effective Time, were directors,\nofficers, employees or agents of Company, unless such modification is required\nby law.\n\n           (b) For a period of six years after the Effective Time, Parent will\ncause the Surviving Corporation to maintain in effect, if available, directors'\nand officers' liability insurance covering those persons who are currently\ncovered by Company's directors' and officers' liability insurance policy on\nterms comparable to those applicable to the current directors and officers of\nCompany; provided, however, that in no event will Parent or the \n\n                                      -51-\n     \n \nSurviving Corporation be required to expend in excess of 200% of the annual\npremium currently paid by Company for such coverage (or such coverage as is\navailable for such 200% of such annual premium).\n\n           (c) This Section 5.11 shall survive the consummation of the Merger,\nis intended to benefit Company, the Surviving Corporation and each Indemnified\nParty, shall be binding on all successors and assigns of the Surviving\nCorporation and Parent, and shall be enforceable by the Indemnified Parties.\n\n     5.12  Parent Board of Directors.  Parent will submit to its stockholders \n           -------------------------\nfor consideration at the Parent Stockholders' Meeting an amendment to Parent's\nBylaws to increase the authorized number of members of the Parent Board of\nDirectors to a number to be determined by the Parent Board of Directors from\ntime to time, provided, that for three years following the Effective Time, any\nincrease in the actual number of directors to a total of more than nine will\nrequire the affirmative vote of 80% of the directors then in office. The Board\nof Directors of Parent will take all actions reasonably necessary such that,\neffective upon the Effective Time, three persons mutually agreed upon by\nParent's Board of Directors and Company's Board of Directors (the \"New\nDirectors\") shall be appointed to Parent's Board of Directors, one of each of\nwhom shall be appointed to Class I, Class II and Class III of Parent's Board of\nDirectors, such designation to be made by mutual agreement of Parent's Board of\nDirectors and Company's Board of Directors. Parent will use its best efforts to\nfulfill the conditions set forth in Section 6.2(e). \n\n     5.13  Nasdaq Listing. Parent agrees to authorize for listing on the \n           --------------\nNasdaq Stock Market the shares of Parent Common Stock issuable, and those\nrequired to be reserved for issuance, in connection with the Merger, effective\nupon official notice of issuance.\n\n\n     5.14  Letters of Accountants. Company and Parent shall use\n           ----------------------\ntheir respective reasonable efforts to cause to be delivered to Parent letters\nof Company's and Parent's independent accountants, respectively, dated no more\nthan two business days before the date on which the Registration Statement\nbecomes effective (and satisfactory in form and substance to Parent), that is\ncustomary in scope and substance for letters delivered by independent public\naccountants in connection with registration statements similar to the\nRegistration Statement.\n\n\n     5.15  Takeover Statutes.  If any Takeover Statute is or may become\n           -----------------                                             \napplicable to the Merger or the other transactions contemplated by this\nAgreement, each of Parent and Company and their respective Boards of Directors\nshall grant such approvals and take such lawful actions as are necessary to\nensure that such transactions may be consummated as promptly as practicable on\nthe terms contemplated by this Agreement and otherwise act to eliminate or\nminimize the effects of such statute and any regulations promulgated thereunder\non such transactions.\n\n     5.16  Certain Employee Benefits.\n           -------------------------   \n\n     (a) As soon as practicable after the execution of this Agreement, Company\nand Parent shall confer and work together in good faith to agree upon mutually\nacceptable employee benefit and compensation arrangements (and terminate Company\nEmployee Plans immediately prior to the Effective Time if appropriate).  In\naddition, Company agrees that it and its \n\n                                      -52-\n\n \nsubsidiaries shall terminate any and all severance, separation, retention and\nsalary continuation plans, programs or arrangements (other than contractual\nagreements disclosed on the Company Disclosure Letter) prior to the Effective\nTime.\n\n     (b) Employees of the Company and its subsidiaries will be granted credit\nfor all service with the Company, its subsidiaries and with SAIC and its\nAffiliates under each Company employee benefit plan, program or arrangement of\nParent or its Affiliates in which such Employees are eligible to participate for\nall purposes, except for purposes of benefit accrual under a defined benefit\npension plan.   If Employees become eligible to participate in a medical, dental\nor health plan of Parent or its Affiliates, Parent will cause such plan to (i)\nwaive any preexisting condition exclusions and waiting period limitations for\nconditions covered under the applicable medical, dental or health plans\nmaintained or contributed to by Company (but only to the extent corresponding\nexclusions and limitations were satisfied by such Employees under the applicable\nmedical, dental or health plans maintained or contributed to by Company); and\n(ii) credit any deductible or out of pocket expenses incurred by the Employees\nand their beneficiaries under such plans during the portion of the calendar year\nprior to such participation.\n\n     (c) Company and Parent agree to work diligently and cooperate to separate\nthe benefit plans of SAIC and Company.\n\n     5.17  Tax Matters.  Each of Parent, Merger Sub and Company agrees that it\n           -----------                                                          \nwill not take any action, or fail to take any action, which action or failure to\nact would be reasonably likely to cause the Merger to fail to qualify as a\n\"reorganization\" pursuant to the provisions of Section 368 of the Code.\n\n\n                                   Article VI\n                            Conditions to the Merger\n\n     6.1  Conditions to Obligations of Each Party to Effect the Merger.  The\n          ------------------------------------------------------------        \nrespective obligations of each party to this Agreement to effect the Merger\nshall be subject to the satisfaction at or prior to the Closing Date of the\nfollowing conditions:\n\n          (a) Company Stockholder Approval.  This Agreement shall have been\n              ----------------------------                                 \napproved and adopted, and the Merger shall have been approved, by the requisite\nvote of the stockholders of Company under applicable law and the Company Charter\nDocuments.\n\n          (b) Parent Stockholder Approval.  The issuance of shares of Parent\n              ---------------------------                                   \nCommon Stock pursuant to the Merger, and the amendment to Parent's Certificate\nof Incorporation to increase the authorized number of shares of Parent Common\nStock in order to permit the issuance of shares of Parent Common Stock pursuant\nto the Merger, shall have been approved by the requisite vote of the\nstockholders of Parent under applicable law and the Parent Charter Documents.\n\n          (c) Registration Statement Effective; Proxy Statement.  The SEC shall\n              -------------------------------------------------                \nhave declared the Registration Statement effective.  No stop order suspending\nthe effectiveness of the \n\n                                      -53-\n\n \nRegistration Statement or any part thereof shall have been issued and no\nproceeding for that purpose, and no similar proceeding in respect of the Proxy\nStatement\/Prospectus, shall have been initiated or threatened in writing by the\nSEC.\n\n          (d) No Order; HSR Act.  No Governmental Entity shall have enacted,\n              -----------------                                             \nissued, promulgated, enforced or entered any statute, rule, regulation,\nexecutive order, decree, injunction or other order (whether temporary,\npreliminary or permanent) which is in effect and which has the effect of making\nthe Merger illegal or otherwise prohibiting consummation of the Merger.  All\nwaiting periods, if any, under the HSR Act relating to the transactions\ncontemplated hereby will have expired or been terminated.\n\n          (e) Nasdaq Listing.  The shares of Parent Common Stock to be issued in\n              --------------                                                    \nthe Merger shall have been approved for listing on the Nasdaq Stock Market,\nsubject to official notice of issuance.\n\n          (f) Consents.  (i) All required approvals or consents of any\n              --------                                                \nGovernmental Entity or other person in connection with the Merger and the\nconsummation of the other transactions contemplated hereby shall have been\nobtained (and all relevant statutory, regulatory or other governmental waiting\nperiods, shall have expired) unless the failure to receive any such approval or\nconsent would not be reasonably likely, directly or indirectly, to result in a\nMaterial Adverse Effect on Parent and its subsidiaries (including, for the\npurposes of this condition, Company and its subsidiaries), taken as a whole, and\n(ii) all such approvals and consents which have been obtained shall be on terms\nthat are not reasonably likely, directly or indirectly, to result in a Material\nAdverse Effect on Parent and its subsidiaries (including, for the purposes of\nthis condition, Company and its subsidiaries), taken as a whole.\n\n     6.2  Additional Conditions to Obligations of Company.  The obligation of\n          -----------------------------------------------                      \nCompany to consummate and effect the Merger shall be subject to the satisfaction\nat or prior to the Closing Date of each of the following conditions, any of\nwhich may be waived, in writing, exclusively by Company:\n\n          (a) Representations and Warranties.  The representations and\n              ------------------------------                          \nwarranties of Parent and Merger Sub contained in this Agreement, disregarding\nall qualifications and exceptions contained therein relating to materiality or\nMaterial Adverse Effect or any similar standard or qualification, shall be true\nand correct at and as of the Closing Date as if made at and as of the Closing\nDate (other than representations and warranties that address matters only as of\na certain date, which shall be true and correct as of such date), except where\nthe failure of such representations or warranties to be true or correct would\nnot have, individually or in the aggregate, a Material Adverse Effect on Parent.\nIt is understood that, for purposes of determining the accuracy of such\nrepresentations and warranties, any update of or modification to the Parent\nDisclosure Letter made or purported to have been made after the execution of\nthis Agreement shall be disregarded.  Company shall have received a certificate\nwith respect to the foregoing signed on behalf of Parent by the Chief Executive\nOfficer or Chief Financial Officer of Parent.\n\n                                      -54-\n\n \n          (b) Agreements and Covenants.  Parent and Merger Sub shall have\n              ------------------------                                   \nperformed or complied in all material respects with all agreements and covenants\nrequired by this Agreement to be performed or complied with by them on or prior\nto the Closing Date, and Company shall have received a certificate to such\neffect signed on behalf of Parent by the Chief Executive Officer or Chief\nFinancial Officer of Parent.\n\n          (c) Material Adverse Effect.  No Material Adverse Effect with respect\n              -----------------------                                          \nto Parent shall have occurred since the date of this Agreement and be\ncontinuing.\n\n          (d) Tax Opinion.  Company shall have received an opinion of Davis Polk\n              -----------                                                       \n&amp; Wardwell, dated as of the Closing Date, in form and substance reasonably\nsatisfactory to it, on the basis of the facts, representations and assumptions\nset forth or referred to in such opinion, that the Merger will constitute a\nreorganization within the meaning of Section 368(a) of the Code and that each of\nParent and Company will be a party to the reorganization within the meaning of\nSection 368(a) of the Code.  The parties to this Agreement agree to make such\nreasonable representations as requested by such counsel for the purpose of\nrendering such opinions.\n\n          (e) Parent Board of Directors.  All actions necessary in order for the\n              -------------------------                                         \nNew Directors to become members of the Parent Board of Directors upon the\nEffective Time shall have occurred, and, if such actions included an amendment\nto Parent's Bylaws, such amendment shall have been approved at the Parent\nStockholders' Meeting and shall be substantially as described in Section 5.12.\n\n     6.3  Additional Conditions to the Obligations of Parent and Merger Sub.\n          -----------------------------------------------------------------    \nThe obligations of Parent and Merger Sub to consummate and effect the Merger\nshall be subject to the satisfaction at or prior to the Closing Date of each of\nthe following conditions, any of which may be waived, in writing, exclusively by\nParent:\n\n          (a) Representations and Warranties.  The representations and\n              ------------------------------                          \nwarranties of Company contained in this Agreement, disregarding all\nqualifications and exceptions contained therein relating to materiality or\nMaterial Adverse Effect or any similar standard or qualification, shall be true\nand correct at and as of the Closing Date as if made at and as of the Closing\nDate (other than representations and warranties that address matters only as of\na certain date, which shall be true and correct as of such date), except where\nthe failure of such representations or warranties to be true or correct would\nnot have, individually or in the aggregate, a Material Adverse Effect on\nCompany.  It is understood that, for purposes of determining the accuracy of\nsuch representations and warranties, any update of or modification to the\nCompany Disclosure Letter made or purported to have been made after the\nexecution of this Agreement shall be disregarded.  Parent shall have received a\ncertificate with respect to the foregoing signed on behalf of Company by the\nChief Executive Officer or Chief Financial Officer of Company.\n\n          (b) Agreements and Covenants.  Company shall have performed or\n              ------------------------                                  \ncomplied in all material respects with all agreements and covenants required by\nthis Agreement to be performed or complied with by it at or prior to the Closing\nDate, and Parent shall have received a certificate to such effect signed on\nbehalf of Company by the Chief Executive Officer or Chief Financial Officer of\nCompany.\n\n                                      -55-\n\n \n          (c) Material Adverse Effect.  No Material Adverse Effect with respect\n              -----------------------                                          \nto Company shall have occurred since the date of this Agreement and be\ncontinuing.\n\n          (d) Tax Opinion.  Parent shall have received an opinion of Fenwick &amp; -----------                                                     \nWest LLP, dated as of the Closing Date, in form and substance reasonably\nsatisfactory to it, on the basis of the facts, representations and assumptions\nset forth or referred to in such opinion, that the Merger will constitute a\nreorganization within the meaning of Section 368(a) of the Code and that each of\nParent and Company will be a party to the reorganization within the meaning of\nSection 368(a) of the Code.  The parties to this Agreement agree to make such\nreasonable representations as requested by such counsel for the purpose of\nrendering such opinions.\n\n          (e) No Restraints.  There shall not be instituted or pending any\n              -------------                                               \naction or proceeding by any Governmental Entity (i) seeking to restrain,\nprohibit or otherwise interfere with the ownership or operation by Parent or any\nof its subsidiaries of all or any portion of the business of Company or any of\nits subsidiaries or of Parent or any of its subsidiaries or to compel Parent or\nany of its subsidiaries to dispose of or hold separate all or any portion of the\nbusiness or assets of Company or any of its subsidiaries or of Parent or any of\nits subsidiaries, (ii) seeking to impose or confirm limitations on the ability\nof Parent or any of its subsidiaries effectively to exercise full rights of\nownership of the shares of Company Common Stock (or shares of stock of the\nSurviving Corporation) including the right to vote any such shares on any\nmatters properly presented to stockholders or (iii) seeking to require\ndivestiture by Parent or any of its subsidiaries of any such shares.\n\n\n                                   Article VII\n                       Termination, Amendment and Waiver\n\n     7.1  Termination.  This Agreement may be terminated at any time prior to\n          -----------                                                          \nthe Effective Time, whether before or after the requisite approvals of the\nstockholders of Company or Parent:\n\n          (a) by mutual written consent duly authorized by the Boards of\nDirectors of Parent and Company;\n\n          (b) by either Company or Parent if the Merger shall not have been\nconsummated by September 15, 2000 for any reason; provided, however, that the\nright to terminate this Agreement under this Section 7.1(b) shall not be\navailable to any party whose action or failure to act has been a principal cause\nof or resulted in the failure of the Merger to occur on or before such date and\nsuch action or failure to act constitutes a breach of this Agreement;\n\n          (c) by either Company or Parent if a Governmental Entity shall have\nissued an order, decree or ruling or taken any other action, in any case having\nthe effect of permanently restraining, enjoining or otherwise prohibiting the\nMerger, which order, decree, ruling or other action is final and nonappealable;\n\n                                      -56-\n\n \n          (d) by either Company or Parent, if the approval and adoption of this\nAgreement, and the approval of the Merger, by the stockholders of Company shall\nnot have been obtained by reason of the failure to obtain the required vote at a\nmeeting of Company stockholders duly convened therefore or at any adjournment\nthereof; provided, however, that the right to terminate this Agreement under\nthis Section 7.1(d) shall not be available to Company where the failure to\nobtain the Company stockholder approval shall have been caused by (i) the action\nor failure to act of Company and such action or failure to act constitutes a\nmaterial breach by Company of this Agreement or (ii) a breach of the Voting\nAgreement by any party thereto other than Parent;\n\n          (e) by either Company or Parent, if the approval of the issuance of\nshares of Parent Common Stock pursuant to the Merger, and the amendment to\nParent's Certificate of Incorporation to increase the authorized number of\nshares of Parent Common Stock in order to permit the issuance of shares of\nParent Common Stock pursuant to the Merger by the stockholders of Parent shall\nnot have been obtained by reason of the failure to obtain the respective\nrequired votes at a meeting of Parent stockholders duly convened therefore or at\nany adjournment thereof; provided, however, that the right to terminate this\nAgreement under this Section 7.1(e) shall not be available to Parent where the\nfailure to obtain the Parent stockholder approvals shall have been caused by the\naction or failure to act of Parent and such action or failure to act constitutes\na material breach by Parent of this Agreement;\n\n          (f) by Parent (at any time prior to the adoption and approval of this\nAgreement and the Merger by the required vote of the stockholders of Company) if\na Triggering Event (as defined below) shall have occurred;\n\n          (g) by Company, upon a breach of any representation, warranty,\ncovenant or agreement on the part of Parent set forth in this Agreement, or if\nany representation or warranty of Parent shall have become untrue, in either\ncase such that the conditions set forth in Section 6.2(a) or Section 6.2(b)\nwould not be satisfied as of the time of such breach or as of the time such\nrepresentation or warranty shall have become untrue, provided that if such\ninaccuracy in Parent's representations and warranties or breach by Parent is\ncurable by Parent through the exercise of its commercially reasonable efforts,\nthen Company may not terminate this Agreement under this Section 7.1(g) for 30\ndays after delivery of written notice from Company to Parent of such breach,\nprovided Parent continues to exercise commercially reasonable efforts to cure\nsuch breach (it being understood that Company may not terminate this Agreement\npursuant to this paragraph (g) if such breach by Parent is cured during such 30-\nday period, or if Company shall have materially breached this Agreement); or\n\n          (h) by Parent, upon a breach of any representation, warranty, covenant\nor agreement on the part of Company set forth in this Agreement, or if any\nrepresentation or warranty of Company shall have become untrue, in either case\nsuch that the conditions set forth in Section 6.3(a) or Section 6.3(b) would not\nbe satisfied as of the time of such breach or as of the time such representation\nor warranty shall have become untrue, provided that if such inaccuracy in\nCompany's representations and warranties or breach by Company is curable by\nCompany through the exercise of its commercially reasonable efforts, then Parent\nmay not terminate this Agreement under this Section 7.1(h) for 30 days after\ndelivery of written notice \n\n                                      -57-\n\n \nfrom Parent to Company of such breach, provided Company continues to exercise\ncommercially reasonable efforts to cure such breach (it being understood that\nParent may not terminate this Agreement pursuant to this paragraph (h) if such\nbreach by Company is cured during such 30-day period, or if Parent shall have\nmaterially breached this Agreement).\n\n          For the purposes of this Agreement, a \"Triggering Event\" shall be\ndeemed to have occurred if:  (i) the Board of Directors of Company or any\ncommittee thereof shall for any reason have withdrawn or shall have amended or\nmodified in a manner adverse to Parent its recommendation in favor of the\nadoption and approval of the Agreement or the approval of the Merger; (ii)\nCompany shall have failed to include in the Proxy Statement\/Prospectus the\nrecommendation of the Board of Directors of Company in favor of the adoption and\napproval of the Agreement and the approval of the Merger; (iii) the Board of\nDirectors of Company fails to reaffirm its recommendation in favor of the\nadoption and approval of the Agreement and the approval of the Merger within 10\nbusiness days after Parent requests in writing that such recommendation be\nreaffirmed at any time following the public announcement of an Acquisition\nProposal; (iv) the Board of Directors of Company or any committee thereof shall\nhave approved or publicly recommended any Acquisition Proposal; (v) Company\nshall have entered into any letter of intent of similar document or any\nagreement, contract or commitment accepting any Acquisition Proposal; (vi)\nCompany shall have materially breached any of the provisions of Sections 5.2 or\n5.4; or (vii) a tender or exchange offer relating to securities of Company shall\nhave been commenced by a person unaffiliated with Parent, and Company shall not\nhave sent to its securityholders pursuant to Rule 14e-2 promulgated under the\nSecurities Act, within 10 business days after such tender or exchange offer is\nfirst published sent or given, a statement disclosing that Company recommends\nrejection of such tender or exchange offer.\n\n     7.2  Notice of Termination; Effect of Termination.  Any proper\n          --------------------------------------------               \ntermination of this Agreement under Section 7.1 above will be effective\nimmediately upon the delivery of written notice of the terminating party to the\nother parties hereto.  In the event of the termination of this Agreement as\nprovided in Section 7.1, this Agreement shall be of no further force or effect,\nexcept (i) as set forth in this Section 7.2, Section 7.3 and Article 8, each of\nwhich shall survive the termination of this Agreement, and (ii) nothing herein\nshall relieve any party from liability for any willful breach of this Agreement.\nNo termination of this Agreement shall affect the obligations of the parties\ncontained in the Confidentiality Agreement, all of which obligations shall\nsurvive termination of this Agreement in accordance with their terms.\n\n     7.3  Fees and Expenses.\n          -----------------   \n\n          (a) General.  Except as set forth in this Section 7.3, all fees and\n              -------                                                        \nexpenses incurred in connection with this Agreement and the transactions\ncontemplated hereby shall be paid by the party incurring such expenses whether\nor not the Merger is consummated; provided, however, that Parent and Company\nshall share equally all fees and expenses, other than attorneys' and accountants\nfees and expenses, incurred in relation to the printing and filing with the SEC\nof the Proxy Statement\/Prospectus (including any preliminary materials related\nthereto) and the Registration Statement (including financial statements and\nexhibits) and any amendments or supplements thereto.\n\n                                      -58-\n\n \n          (b) Company Payments.  In the event that this Agreement is terminated\n              ----------------                                                 \nby Parent or Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or\n7.1(h), the Company shall promptly, but in no event later than two days after\nthe date of such termination, pay Parent a fee equal to $425 million in\nimmediately available funds (the \"Termination Fee\"); provided, that in the case\nof a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering\nEvent has occurred, (i) such payment shall be made only if (A) following the\ndate of this Agreement and prior to the termination of this Agreement, a person\nhas publicly announced an Acquisition Proposal and (B) within nine months\nfollowing the termination of this Agreement, either a Company Acquisition (as\ndefined below) is consummated, or the Company enters into an agreement providing\nfor a Company Acquisition and such Company Acquisition is later consummated with\nthe person (or another person controlling, controlled by, or under common\ncontrol with, such person) with whom such agreement was entered into (regardless\nof when such consummation occurs if the Company has entered into such an\nagreement within such nine-month period), and (ii) such payment shall be made\npromptly, but in no event later than two days after the consummation of such\nCompany Acquisition (regardless of when such consummation occurs if the Company\nhas entered into such an agreement within such nine-month period).  Company\nacknowledges that the agreements contained in this Section 7.3(b) are an\nintegral part of the transactions contemplated by this Agreement, and that,\nwithout these agreements, Parent would not enter into this Agreement.\nAccordingly, if the Company fails to pay in a timely manner the amounts due\npursuant to this Section 7.3(b), and, in order to obtain such payment, Parent\nmakes a claim that results in a judgment against the Company for the amounts set\nforth in this Section 7.3(b), Company shall pay to Parent its reasonable costs\nand expenses (including reasonable attorneys' fees and expenses) in connection\nwith such suit, together with interest on the amounts set forth in this Section\n7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such\npayment was required to be made.  Payment of the fees described in this Section\n7.3(b) shall not be in lieu of damages incurred in the event of breach of this\nAgreement.\n\n          For the purposes of this Agreement, \"Company Acquisition\" shall mean\nany of the following transactions (other than the transactions contemplated by\nthis Agreement); (i) a merger, consolidation, business combination,\nrecapitalization, liquidation, dissolution or similar transaction involving the\nCompany pursuant to which the stockholders of the Company immediately preceding\nsuch transaction hold less than 50% of the aggregate equity interests in the\nsurviving or resulting entity of such transaction, (ii) a sale or other\ndisposition by the Company of assets representing in excess of 50% of the\naggregate fair market value of the Company's business immediately prior to such\nsale, or of either of the \"registry\" or \"registrar\" businesses of Company, or\n(iii) the acquisition by any person or group (including by way of a tender offer\nor an exchange offer or issuance by Company), directly or indirectly, of\nbeneficial ownership or a right to acquire beneficial ownership of shares\nrepresenting in excess of 50% of the voting power of the then outstanding shares\nof capital stock of the Company; provided, that, notwithstanding the foregoing,\na Company Acquisition shall not include a spin-off or other distribution of\neither the \"registry\" or \"registrar\" businesses of Company to Company's\nstockholders.\n\n     7.4  Amendment.  Subject to applicable law, this Agreement may be amended\n          ---------                                                             \nby the parties hereto at any time by execution of an instrument in writing\nsigned on behalf of each of Parent and Company.\n\n                                      -59-\n\n \n     7.5  Extension; Waiver.  At any time prior to the Effective Time any\n          -----------------                                                \nparty hereto may, to the extent legally allowed, (i) extend the time for the\nperformance of any of the obligations or other acts of the other parties hereto,\n(ii) waive any inaccuracies in the representations and warranties made to such\nparty contained herein or in any document delivered pursuant hereto and (iii)\nwaive compliance with any of the agreements or conditions for the benefit of\nsuch party contained herein.  Any agreement on the part of a party hereto to any\nsuch extension or waiver shall be valid only if set forth in an instrument in\nwriting signed on behalf of such party.  Delay in exercising any right under\nthis Agreement shall not constitute a waiver of such right.\n\n\n                                  Article VIII\n                               General Provisions\n\n     8.1  Non-Survival of Representations and Warranties.  The representations\n          ----------------------------------------------                        \nand warranties of Company, Parent and Merger Sub contained in this Agreement\nshall terminate at the Effective Time, and only the covenants that by their\nterms survive the Effective Time shall survive the Effective Time.\n\n     8.2  Notices.  All notices and other communications hereunder shall be in\n          -------                                                               \nwriting and shall be deemed given upon delivery either personally or by\ncommercial delivery service, or sent via facsimile (receipt confirmed) to the\nparties at the following addresses or facsimile numbers (or at such other\naddress or facsimile numbers for a party as shall be specified by like notice):\n\n          (a)  if to Parent or Merger Sub, to:\n\n               VeriSign, Inc.\n               1350 Charleston Road\n               Mountain View, California 94043\n               Attention: Chief Financial Officer\n               Facsimile No.: 650-961-7300\n\n               with a copy to:\n\n               Fenwick &amp; West LLP\n               Two Palo Alto Square\n               Palo Alto, California 94306\n               Attention:  Gordon K. Davidson\n                           Douglas N. Cogen\n               Facsimile No.: 650-494-1417\n\n                                      -60-\n\n \n          (b)  if to Company, to:\n\n               Network Solutions, Inc.\n               505 Huntmar Park Drive\n               Herndon, Virginia 20170\n               Attention: General Counsel\n               Facsimile No.: 703-742-0069\n\n               with a copy to:\n\n               Davis Polk &amp; Wardwell\n               1600 El Camino Real\n               Menlo Park, California 94025\n               Attention:  William S. Rosoff\n                           David W. Ferguson\n               Facsimile No.: 650-752-2111\n\n     8.3  Interpretation; Certain Defined Terms.\n          -------------------------------------   \n\n          (a) When a reference is made in this Agreement to Exhibits, such\nreference shall be to an Exhibit to this Agreement unless otherwise indicated.\nWhen a reference is made in this Agreement to Sections, such reference shall be\nto a Section of this Agreement unless otherwise indicated.  The words \"include,\"\n\"includes\" and \"including\" when used herein shall be deemed in each case to be\nfollowed by the words \"without limitation.\"  The table of contents and headings\ncontained in this Agreement are for reference purposes only and shall not affect\nin any way the meaning or interpretation of this Agreement.  When reference is\nmade herein to \"the business of\" an entity, such reference shall be deemed to\ninclude the business of all direct and indirect subsidiaries of such entity.\nReference to the subsidiaries of an entity shall be deemed to include all direct\nand indirect subsidiaries of such entity.\n\n          (b) For purposes of this Agreement, the term \"knowledge\" means with\nrespect to a party hereto, with respect to any matter in question, that any of\nthe executive officers of such party has actual knowledge of such matter, after\nreasonable inquiry of such matter.  For purposes of this definition, the\n\"executive officers\" of Company shall be those person listed on Part 8.3(b) of\nthe Company Disclosure Letter.\n\n          (c) For purposes of this Agreement, the term \"Material Adverse Effect\"\nwhen used in connection with an entity means any change, event, circumstance or\neffect that is or is reasonably likely to be materially adverse to the business,\nassets (including intangible assets), capitalization, financial condition,\noperations or results of operations of such entity taken as a whole with its\nsubsidiaries, except to the extent that any such change, event, circumstance or\neffect results from (i) changes in general economic conditions, (ii) changes\naffecting the industry generally in which such entity operates (provided that\nsuch changes do not affect such entity in a substantially disproportionate\nmanner) or (iii) changes in the trading prices for such entity's capital stock.\n\n                                      -61-\n\n \n          (d) For purposes of this Agreement, the term \"person\" shall mean any\nindividual, corporation (including any non-profit corporation), general\npartnership, limited partnership, limited liability partnership, joint venture,\nestate, trust, company (including any limited liability company or joint stock\ncompany), firm or other enterprise, association, organization, entity or\nGovernmental Entity.\n\n          (e) For purposes of this Agreement, \"subsidiary\" of a specified entity\nwill be any corporation, partnership, limited liability company, joint venture\nor other legal entity of which the specified entity (either alone or through or\ntogether with any other subsidiary) owns, directly or indirectly, 50% or more of\nthe stock or other equity or partnership interests the holders of which are\ngenerally entitled to vote for the election of the Board of Directors or other\ngoverning body of such corporation or other legal entity.\n\n     8.4  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 one or more counterparts have been signed by each of\nthe parties and delivered to the other party, it being understood that all\nparties need not sign the same counterpart.\n\n     8.5  Entire Agreement; Third Party Beneficiaries. This Agreement, its\n          -------------------------------------------                    \nExhibits and the documents and instruments and other agreements among the\nparties hereto as contemplated by or referred to herein, including the Company\nDisclosure Letter and the Parent Disclosure Letter (a) constitute the entire\nagreement among the parties with respect to the subject matter hereof and\nsupersede all prior agreements and understandings, both written and oral, among\nthe parties with respect to the subject matter hereof, it being understood that\nthe Confidentiality Agreement shall continue in full force and effect until the\nClosing and shall survive any termination of this Agreement; and (b) are not\nintended to confer upon any other person any rights or remedies hereunder,\nexcept as specifically provided in Section 5.11.\n\n     8.6  Severability. In the event that any provision of this Agreement or the\n          ------------                                            \napplication thereof, becomes or is declared by a court of competent jurisdiction\nto be illegal, void or unenforceable, the remainder of this Agreement will\ncontinue in full force and effect and the application of such provision to other\npersons or circumstances will be interpreted so as reasonably to effect the\nintent of the parties hereto. The parties further agree to replace such void or\nunenforceable provision of this Agreement with a valid and enforceable provision\nthat will achieve, to the extent possible, the economic, business and other\npurposes of such void or unenforceable provision.\n\n     8.7  Other Remedies; Specific Performance. Except as otherwise provided\n          ------------------------------------                        \nherein, any and all remedies herein expressly conferred upon a party will be\ndeemed cumulative with and not exclusive of any other remedy conferred hereby,\nor by law or equity upon such party, and the exercise by a party of any one\nremedy will not preclude the exercise of any other remedy. The parties hereto\nagree that irreparable damage would occur in the event that any of the\nprovisions of this Agreement were not performed in accordance with their\nspecific terms or were otherwise breached. It is accordingly agreed that the\nparties shall be entitled to seek an injunction or injunctions to prevent\nbreaches of this Agreement and to enforce specifically the terms and\n\n                                      -62-\n          \n\n \nprovisions hereof in any court of the United States or any state having\njurisdiction, this being in addition to any other remedy to which they are\nentitled at law or in equity.\n\n     8.8       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\nlaw thereof.\n\n     8.9       Rules of Construction.  The parties hereto agree that they have\n               ---------------------                                            \nbeen represented by counsel during the negotiation and execution of this\nAgreement and, therefore, waive the application of any law, regulation, holding\nor rule of construction providing that ambiguities in an agreement or other\ndocument will be construed against the party drafting such agreement or\ndocument.\n\n     8.10      Assignment.  No party may assign either this Agreement or any\n               ----------                                                     \nof its rights, interests, or obligations hereunder without the prior written\nconsent of the other parties hereto.  Subject to the preceding sentence, this\nAgreement shall be binding upon and shall inure to the benefit of the parties\nhereto and their respective successors and permitted assigns.  Any purported\nassignment in violation of this Section shall be void.\n\n     8.11      Waiver Of Jury Trial.  EACH OF PARENT, COMPANY AND MERGER SUB\n               --------------------                                           \nHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING\nOR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR\nRELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, COMPANY OR MERGER SUB IN\nTHE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.\n\n\n                                   * * * * *\n\n                                      -63-\n                                  \n \n     In Witness Whereof, the parties hereto have caused this Agreement and Plan\nof Merger to be executed by their duly authorized respective officers as of the\ndate first written above.\n\n                                    VERISIGN, INC.\n\n\n                                    By: \/s\/ Stratton Sclavos    \n                                       ----------------------------\n                                    Name:  Stratton Sclavos\n                                    Title:  President and CEO\n\n\n                                    NICKEL ACQUISITION CORPORATION\n\n\n                                    By: \/s\/ Stratton Sclavos    \n                                       ----------------------------\n                                    Name:  Stratton Sclavos\n                                    Title:  President and CEO\n\n\n                                    NETWORK SOLUTIONS, INC.\n\n\n                                    By: \/s\/ James Rutt    \n                                       ----------------------------\n                                    Name:  James Rutt\n                                    Title:  Chief Executive Officer\n\n                                      -64-\n\n<\/caption><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8332,9242],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9622,9626],"class_list":["post-43144","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-network-solutions-inc","corporate_contracts_companies-verisign-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43144","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=43144"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43144"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43144"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43144"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}