{"id":43177,"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-reorganization-dyncorp-and-tekinsight-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-dyncorp-and-tekinsight-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-dyncorp-and-tekinsight-com.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; DynCorp and Tekinsight.com"},"content":{"rendered":"<pre>                      AGREEMENT AND PLAN OF REORGANIZATION\n\n\n         AGREEMENT AND PLAN OF REORGANIZATION (\"Reorganization Agreement\" or\n\"Agreement\") dated as of April 25, 2001, by and among DynCorp Management\nResources Inc. (the \"Company\"), a Virginia corporation having its principal\nexecutive office at 11710 Plaza America Drive, Reston, Virginia 20190, and\nNewport Acquisition Corp. (\"Newco\"), a Delaware corporation having its principal\nexecutive office at 18881 Von Karman Avenue, Suite 250, Irvine, California\n92612, and joined in by DynCorp (\"Company Parent\"), a Delaware corporation\nhaving its principal executive office at 11710 Plaza America Drive, Reston,\nVirginia 20190, and Tekinsight.com, Inc. (\"Newco Parent\"), a Delaware\ncorporation having its principal executive office at 18881 Von Karman Avenue,\nSuite 250, Irvine, California 92612.\n\n                                   WITNESSETH\n\n         WHEREAS, the parties hereto desire that the Company shall be acquired\nby Newco Parent through the merger (\"Merger\") of the Company with and into\nNewco, with Newco as the surviving corporation pursuant to an Agreement and Plan\nof Merger substantially in the form attached hereto as Annex A (\"Plan of\nMerger\"); and\n\n         WHEREAS, the parties hereto desire to provide for certain undertakings,\nconditions, representations, warranties and covenants in connection with the\ntransactions contemplated hereby;\n\n         NOW, THEREFORE, in consideration of the premises and of the mutual\nrepresentations, warranties and covenants herein contained and intending to be\nlegally bound hereby, the parties hereto do hereby agree as follows:\n\nArticle I.\n                                   DEFINITIONS\n\n1.1      \"Agreement\" is defined in the preamble hereto.\n\n1.2 \"Affiliate\" shall mean, as to any specified Person, any other Person, which,\ndirectly, or indirectly controls, is controlled by or is under common control\nwith, such specified Person. For purposes of this definition, \"control\" means\nthe possession of the power to direct or cause the direction of the management\nand policies of such Person, whether through the ownership of voting securities,\nby contract or otherwise and \"Person\" shall mean an individual, corporation,\npartnership, association, trust, estate, governmental authority or other entity.\n\n1.3      \"Closing\" is defined in Section 4.8 hereof.\n\n1.4 \"Closing Date\" shall mean the date specified pursuant to Section 4.8 hereof\nas the date on which the parties hereto shall close the transactions\ncontemplated herein.\n\n1.5      \"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n\n1.6      \"Commission\" or \"SEC\" shall mean the Securities and Exchange \n         Commission.\n\n1.7      \"Company\" is defined in the preamble hereto.\n\n1.8      \"Company Claims\" is defined in Section 4.12 hereof.\n\n1.9      \"Company Common Stock\" is defined in Section 2.1 hereof.\n\n1.10 \"Company Financial Statements\" shall mean the unaudited balance sheet of\nthe Company and its predecessor(s) as of December 28, 2000 and as of March 29,\n2001, and statements of income for the respective twelve-month and three-month\nperiods ending on December 28, 2000 and March 29, 2001.\n\n1.11     \"Company Liabilities\" is defined in Section 4.12 hereof.\n\n1.12     \"Company Parent\" is defined in the recitals hereto.\n\n1.13     \"Company Parent's Insurance Policies\" is defined in Section 4.12 \n         hereof.\n\n1.14     \"Company Parent Plans\" is defined in Section 4.9 hereof.\n\n1.15     \"Company Parent Welfare Plans\" is defined in Section 4.9 hereof.\n\n1.16     \"Confidentiality Agreement\" is defined in Section 4.5 hereof.\n\n1.17     \"Continuing Employees\" is defined in Section 4.9 hereof.\n\n1.18     \"Effective Date\" is defined in Section 4.8 hereof.\n\n1.19     \"Environmental Action\" is defined in Section 2.14 hereof.\n\n1.20     \"ERISA\" shall mean the Employee Retirement Income Security Act of 1974,\n         as amended.\n\n1.21     \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as \n         amended.\n\n1.22     \"Financing\" is defined in Section 4.17 hereof.\n\n1.23     \"IRS\" shall mean the Internal Revenue Service.\n\n1.24 \"Intellectual Property\" means domestic and foreign letters patent, patents,\npatent applications, patent licenses, software licensed or owned, know-how\nlicenses, trade names, common law and other trademarks, service marks, licenses\nof trademarks, trade names and\/or service marks, trademark registrations and\napplications, service mark registrations and applications and copyright\nregistrations and applications.\n\n1.25 \"Material Adverse Effect\" shall mean, with respect to the Company or Newco\nParent, as the case may be, a material adverse effect on the business, results\nof operations or financial condition of such party and any Subsidiary of the\nparty taken as a whole or a material adverse effect on such party's ability to\nconsummate the transactions contemplated hereby; provided, however, that in\ndetermining whether a Material Adverse Effect has occurred there shall be\nexcluded any effect on the referenced party the cause of which is any action or\nomission of the Company, Company Parent or Newco Parent or any Subsidiary of any\nof them taken with the prior written consent of Newco Parent or Company Parent,\nas applicable, in contemplation of the Merger.\n\n1.26     \"Merger\" is defined in the recitals hereto.\n\n1.27     \"Merger Consideration\" is defined in the Plan of Merger.\n\n1.28     \"Nasdaq\" shall mean the Nasdaq Small Cap Market.\n\n1.29     \"Newco\" is defined in the preamble hereto.\n\n1.30     \"Newco Parent\" is defined in the preamble hereto.\n\n1.31 \"Newco Parent Class B Common Stock\" shall mean shares of Class B common\nstock, par value $0.001 per share, of Newco Parent to be issued to Company\nParent pursuant to the Plan of Merger.\n\n1.32     \"Newco Parent Common Stock\" is defined in Section 3.1 hereof.\n\n1.33     \"Newco Parent ERISA Affiliate\" is defined in Section 3.12 hereof.\n\n1.34 \"Newco Parent Financial Statements\" shall mean (i) the audited consolidated\nbalance sheets of Newco Parent as of June 30, 2000 and 1999 and the related\nconsolidated statements of income, cash flows and changes in shareholders'\nequity (including related notes, if any) for each of the three years ended June\n30, 2000, 1999 and 1998, respectively, as filed by Newco Parent in SEC\nDocuments, (ii) the unaudited consolidated balance sheets of Newco Parent and\nrelated consolidated statements of income, cash flows and changes in\nshareholders' equity (including related notes, if any) as filed by Newco Parent\nin SEC Documents as of December 31, 2000, for the six months ended December 31,\n2000, and with respect to periods ended subsequent to December 31, 2000 and\n(iii) the unaudited consolidated balance sheets of Newco Parent and related\nconsolidated statements of income, cash flows and changes in shareholders'\nequity (including related notes, if any) as of, or with respect to the 8-month\nperiod ended, February 28, 2001.\n\n1.35     \"Newco Parent Plan\" is defined in Section 3.12 hereof.\n\n1.36     \"Newco Parent Preferred Stock\" is defined in Section 3.1 hereof.\n\n1.37 \"Newco Parent Subsidiary\" shall mean each Subsidiary of Newco Parent as\ndisclosed in its annual report of Form 10-K for the year ended June 30, 2000, as\nwell as Newco.\n\n1.38     \"Non-Continuing Employees\" is defined in Section 4.9 hereof.\n\n1.39 \"Option Agreement\" shall mean the stock option agreement, dated as of the\ndate hereof, in the form attached hereto as Annex B with respect to the option\ngranted by Newco Parent to Company Parent to acquire certain shares of Newco\nParent Common Stock in the circumstances set forth therein.\n\n1.40     \"Plan\" is defined in Section 2.9 hereof.\n\n1.41     \"Plan of Merger\" is defined in the recitals hereto.\n\n1.42 \"Previously Disclosed\" shall mean disclosed prior to the execution hereof\nin a letter dated of even date herewith from the party making such disclosure\nand delivered to the other party prior to the execution hereof. Any information\ndisclosed by one party to the other for any purpose hereunder shall be deemed to\nbe disclosed for all purposes hereunder. The inclusion of any matter in\ninformation Previously Disclosed shall not be deemed an admission or otherwise\nto imply that any such matter is material for purposes of this Agreement.\n\n1.43 \"Proxy Statement\" shall mean the proxy statement (or similar document)\ntogether with any supplements thereto sent to the stockholders of Newco Parent\nto solicit their votes in connection with this Agreement and the Plan of Merger.\n\n1.44 \"Registration Rights Agreement \" shall mean the registration rights\nagreement in the form attached hereto as Annex C with respect to the Newco\nParent Class B Common Stock to be issued in connection with the Merger.\n\n1.45 \"Rights\" shall mean warrants, options, rights, convertible securities and\nother arrangements or commitments which obligate an entity to issue or dispose\nof any of its capital stock, and stock appreciation rights, performance units\nand other similar stock-based rights whether they obligate the issuer thereof to\nissue stock or other securities or to pay cash.\n\n1.46     \"Reorganization Agreement\" is defined in the preamble hereto.\n\n1.47     \"SEC\" shall mean the Securities and Exchange Commission.\n\n1.48 \"SEC Documents\" shall mean all reports and registration statements filed,\nor required to be filed, by a party hereto pursuant to the Securities Laws.\n\n1.49     \"Securities Act\" shall mean the Securities Act of 1933, as amended.\n\n1.50 \"Securities Laws\" shall mean the Securities Act; the Exchange Act; the\nInvestment Company Act of 1940, as amended; the Investment Advisers Act of 1940,\nas amended; the Trust Indenture Act of 1939, as amended; and the rules and\nregulations of the Commission promulgated thereunder.\n\n1.51 \"Subsidiary\" or \"Subsidiaries\" shall mean with respect to any party, any\ncorporation, partnership or other organization, whether incorporated or\nunincorporated, which is consolidated with such party for financial reporting\npurposes.\n\n1.52     \"Takeover Laws\" is defined in Section 3.21 hereof.\n\n1.53     \"Takeover Proposal\" is defined in Section 4.7(c)(12) hereof.\n\n1.54 \"Tax\" or \"Taxes\" shall mean all taxes, however denominated, including any\ninterest, penalties, or additions to tax or other additional amounts that may\nbecome payable in respect thereof, imposed by any federal, state, local or\nforeign government or any agency or political subdivision of any such\ngovernment, which taxes shall include, without limiting the generality of the\nforegoing, all income taxes, payroll and employment taxes, withholding taxes,\nunemployment insurance taxes, social security (or similar) taxes, sales and use\ntaxes, excise taxes, franchise taxes, gross receipts taxes, occupation taxes,\nreal and personal property taxes, stamp taxes, value added taxes, transfer\ntaxes, profits or windfall profits taxes, licenses in the nature of taxes,\nestimated taxes, severance taxes, duties, workers' compensation taxes, premium\ntaxes, environmental taxes, disability taxes, registration taxes, alternative or\nadd-on minimum taxes, estimated taxes, and other fees, assessments, charges or\nobligations of the same or of a similar nature.\n\n1.55 \"Tax Return\" or \"Tax Returns\" shall mean all returns, reports, estimates,\ninformation statements or other written submissions, and any schedules or\nattachments thereto, required or permitted to be filed pursuant to the statutes,\nrules and regulations of any federal, state, local or foreign government Tax\nauthority, including but not limited to, original returns and filings, amended\nreturns, claims for refunds, and information returns.\n\nArticle II.\n          REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY PARENT\n\n         Except as Previously Disclosed, the Company and Company Parent hereby\njointly and severally represent and warrant to Newco Parent and Newco as\nfollows:\n\n2.1      Capital Structure of Company\n\n         The authorized capital stock of the Company consists of (i) 100 shares\nof common stock, par value $1.00 per share (\"Company Common Stock\"), of which,\nas of the date hereof, 100 shares are issued and outstanding and held by Company\nParent and no shares are held in treasury. As of the Closing Date, all\noutstanding Company Common Stock will be held by Company Parent free and clear\nof all liens, encumbrances, charges, defaults or equitable interests. As of the\ndate hereof, no shares of Company Common Stock are reserved for issuance. All\noutstanding shares of Company Common Stock have been duly authorized and validly\nissued and are fully paid and nonassessable. The Company does not have and is\nnot bound by any Rights which are authorized, issued or outstanding with respect\nto the capital stock of the Company except as set forth above. None of the\nshares of the Company's capital stock has been issued in violation of the\npreemptive rights of any person. The Company has no Subsidiary.\n\n2.2      Organization, Standing and Authority of the Company\n\n         The Company is a duly organized corporation, validly existing and in\ngood standing under the laws of the Commonwealth of Virginia with full corporate\npower and authority to carry on its business as now conducted and is duly\nlicensed or qualified to do business in the states of the United States and\nforeign jurisdictions where its ownership or leasing of property or the conduct\nof its business requires such qualification, except where the failure to be so\nlicensed or qualified would not have a Material Adverse Effect on the Company.\nThe Company is qualified to do business under the laws of those jurisdictions as\nPreviously Disclosed.\n\n2.3      Authorized and Effective Agreement\n\n(a) Each of the Company and Company Parent has all requisite corporate power and\nauthority to enter into and perform all of its obligations under this\nReorganization Agreement and the Plan of Merger. The execution and delivery of\nthis Reorganization Agreement and the Plan of Merger and the consummation of the\ntransactions contemplated hereby and thereby have been duly and validly\nauthorized by all necessary corporate action in respect thereof on the part of\nthe Company and Company Parent.\n\n(b) Assuming the accuracy of the representation contained in Section 3.5(b)\nhereof, this Reorganization Agreement and the Plan of Merger constitute legal,\nvalid and binding obligations of the Company and Company Parent, in each case\nenforceable against it in accordance with their respective terms, subject as to\nenforceability, to bankruptcy, insolvency and other laws of general\napplicability relating to or affecting creditors' rights and to general equity\nprinciples.\n\n(c) Neither the execution and delivery of this Reorganization Agreement or the\nPlan of Merger, nor consummation of the transactions contemplated hereby or\nthereby, nor compliance by the Company or Company Parent with any of the\nprovisions hereof or thereof shall (i) conflict with or result in a breach of\nany provision of the certificate of incorporation or bylaws of the Company or\nCompany Parent, (ii) assuming the consents and approvals contemplated by Section\n4.3 hereof and the consents and approvals which are Previously Disclosed are\nduly obtained, constitute or result in a breach of any term, condition or\nprovision of, or constitute a default under, or give rise to any right of\ntermination, cancellation or acceleration with respect to, or result in the\ncreation of any lien, charge or encumbrance upon any property or asset of the\nCompany pursuant to, any note, bond, mortgage, indenture, license, agreement or\nother instrument or obligation, or (iii) assuming the consents and approvals\ncontemplated by Section 4.3 hereof and the consents and approvals which are\nPreviously Disclosed are duly obtained, violate any order, writ, injunction,\ndecree, statute, rule or regulation applicable to the Company or Company Parent,\nexcept (in the case of clauses (ii) and (iii) above) for such violations,\nrights, conflicts, breaches, creations or defaults which, either individually or\nin the aggregate, would not have a Material Adverse Effect on the Company.\n\n(d) Other than as contemplated by Section 4.3 hereof and except as expressly\nreferred to in this Reorganization Agreement, no consent, approval or\nauthorization of, or declaration, notice, filing or registration with, any\ngovernmental or regulatory authority, or any other person, is required to be\nmade or obtained by the Company or Company Parent on or prior to the Closing\nDate in connection with the execution, delivery and performance of this\nAgreement and the Plan of Merger or the consummation of the transactions\ncontemplated hereby or thereby.\n\n2.4      Financial Statements; Books and Records; Minute Books\n\n         The Company Financial Statements have been prepared in accordance with\nCompany Parent's customary accounting procedures, designed to present fairly the\nfinancial position of the Company and the results of its operations as of the\ndates and for the periods indicated. The books and records of the Company fairly\nreflect in all material respects the transactions to which it is a party or by\nwhich its properties are subject or bound. Such books and records have been\nproperly kept and maintained and are in compliance in all material respects with\nall applicable legal and accounting requirements. The minute books of the\nCompany contain records which are accurate in all material respects of all\ncorporate actions of its shareholders and Board of Directors (including\ncommittees of its Board of Directors).\n\n2.5      Material Adverse Change\n\n         The Company has not suffered any change in its financial condition,\nresults of operations or business since December 31, 2000 which individually or\nin the aggregate with any other such changes would constitute a Material Adverse\nEffect with respect to the Company and no event or circumstance has occurred\nsince December 31, 2000 that individually or in the aggregate is reasonably\nlikely to have a Material Adverse Effect on the financial condition, results of\noperations or business of the Company.\n\n2.6      Absence of Undisclosed Liabilities\n\n         The Company does not have any liability (contingent or otherwise),\nexcluding contractually assumed contingencies, that is material to the Company,\nor that, when combined with all similar liabilities, would be material to the\nCompany, except as disclosed in the Company Financial Statements except for\nliabilities incurred in the ordinary course of business subsequent to December\n28, 2000.\n\n2.7      Properties\n\n         The Company has good and marketable title free and clear of all liens,\nencumbrances, charges, defaults or equitable interests to all of the properties\nand assets, real and personal, which, individually or in the aggregate, are\nmaterial to the business of the Company taken as a whole, and which are\nreflected on the Company Financial Statements as of December 28, 2000 or\nacquired after such date, except (i) liens for taxes not yet due and payable,\n(ii) such imperfections of title, easements and encumbrances, if any, as are not\nmaterial in character, amount or extent and (iii) dispositions and encumbrances\nfor adequate consideration in arm's length transactions at fair market value in\nthe ordinary course of business. All leases pursuant to which the Company, as\nlessee, leases real and personal property which, individually or in the\naggregate, are material to the business of the Company taken as a whole are\nvalid and enforceable in accordance with their respective terms except where the\nfailure of such lease or leases to be valid and enforceable would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company.\nAll tangible property used in the business of the Company is in good condition,\nreasonable wear and tear excepted, and is usable in the ordinary course of\nbusiness consistent with the Company's past practices.\n\n2.8      Tax Matters\n\n(a) All Tax Returns required to be filed by or with respect to the Company have\nbeen timely filed, except where the failure to file timely such Tax Returns\nwould not, in the aggregate, have a Material Adverse Effect on the Company. All\nsuch filed Tax Returns are true and correct in all material respects. All Taxes\ndue and owing by or with respect to the Company (including, without limitation,\nany Taxes arising under Treasury Regulation Section 1.1502-6 or any\ncorresponding provision of foreign, state or local law) have been paid or\nadequate reserves have been established by Company Parent or on the Company\nFinancial Statements for the payment of such Taxes, except where any such\nfailure to pay or establish adequate reserves would not, in the aggregate, have\na Material Adverse Effect on the Company. The Company will not have any\nliability for any such Taxes in excess of the amounts so paid or reserves or\naccruals so established except where such liability would not have a Material\nAdverse Effect on the Company.\n\n(b) Neither the Company nor Company Parent has requested, nor has there been\ngranted, any extension of time within which to file any Tax Returns by or with\nrespect to the Company which have not since been filed. Neither the Company nor\nCompany Parent has received any notice of assessment or proposed assessment in\nconnection with any Tax Returns filed by or with respect to the Company except\nas accrued by the Company Parent or on the Company Financial Statements, and\nthere are no pending material Tax examinations of, or Tax claims asserted with\nrespect to, the Company. There are currently no agreements in effect with\nrespect to the Company, or Tax Returns with respect to the Company, to extend\nthe period of limitations for the assessment or collection of any Tax.\n\n(c) The Company is not a party to any agreement (other than an agreement\nexclusively among Company Parent and its subsidiaries) providing for the\nallocation or sharing of, or indemnification for, Taxes.\n\n(d) The Company (i) has not been a member of any affiliated group filing a\nconsolidated federal income Tax Return other than a group the common parent of\nwhich was the Company and (ii) has no liability for the Taxes of any Person\n(other than any of the Company, Company Parent or its Subsidiaries) under\nTreasury Regulations Section 1.1502-6 (or any corresponding provision of\nforeign, state or local law).\n\n2.9      Employee Benefit Plans\n\n                  The Company does not sponsor, maintain or contribute to any\nmaterial Plan, other than any such Plan that is sponsored or maintained by\nCompany Parent and that will not cover the Continuing Employees with respect to\ntheir employment after the Closing Date. For purposes of this Section 2.9,\n\"Plan\" means any bonus, deferred compensation, incentive compensation, stock\npurchase, stock option, severance pay, medical, life or other insurance,\nprofit-sharing, or pension plan, program, agreement or arrangement, and each\nother employee benefit plan, program, agreement or arrangement.\n\n2.10     Certain Contracts\n\n(a) The Company is not a party to, nor is bound by, (i) any material contract as\ndefined in Item 601(b)(10) of Regulation S-K of the SEC or any other material\ncontract or similar arrangement whether or not made in the ordinary course of\nbusiness or any agreement restricting the nature or geographic scope of its\nbusiness activities in any material respect, (ii) any agreement, indenture or\nother instrument relating to the borrowing of money by the Company or the\nguarantee by the Company of any such obligation, other than instruments relating\nto transactions entered into in the ordinary course of business or with Company\nParent or a Subsidiary of Company Parent, (iii) any agreement, arrangement or\ncommitment relating to the employment of a consultant who was formerly a\ndirector or executive officer or the employment, election, retention in office\nor severance of any present or former director or officer, (iv) any contract,\nagreement or understanding with a labor union, in each case whether written or\noral or (v) any material agreement between Company Parent or any of its\nAffiliates, on the one hand, and the Company, on the other.\n\n(b) The Company is not in default under any material agreement, commitment,\narrangement, lease, insurance policy or other instrument whether entered into in\nthe ordinary course of business or otherwise and whether written or oral, and\nthere has not occurred any event that, with the lapse of time or giving of\nnotice or both, would constitute such a default, except for such defaults which\nwould not, individually or in the aggregate, have a Material Adverse Effect on\nthe Company.\n\n2.11     Legal Proceedings\n\n         There are no actions, suits or proceedings instituted, pending or, to\nthe knowledge of the Company and Company Parent, threatened (or unasserted but\nconsidered probable of assertion and which if asserted would have at least a\nreasonable probability of an unfavorable outcome) against the Company or against\nany asset, interest or right of the Company as to which there is a reasonable\nprobability of an unfavorable outcome and which, if such an unfavorable outcome\nwas rendered, would, individually or in the aggregate, have a Material Adverse\nEffect on the Company. To the knowledge of the Company and Company Parent, there\nare no actual or threatened actions, suits or proceedings which present a claim\nto restrain or prohibit the transactions contemplated herein or to impose any\nmaterial liability in connection therewith as to which there is a reasonable\nprobability of an unfavorable outcome and which, if such an unfavorable outcome\nwas rendered, would, individually or in the aggregate, have a Material Adverse\nEffect on the Company. There are no actions, suits or proceedings instituted,\npending or, to the knowledge of the Company and Company Parent, threatened (or\nunasserted but considered probable of assertion and which if asserted would be\nreasonably expected to have an unfavorable outcome) against any present or, to\nthe knowledge of the Company and Company Parent, former director or officer of\nthe Company, that would reasonably be expected to give rise to a claim for\nindemnification and that (i) has a reasonable probability of an unfavorable\noutcome and (ii) in the event of an unfavorable outcome, would, individually or\nin the aggregate, have a Material Adverse Effect on the Company.\n\n2.12     Compliance with Laws\n\n         The Company is in compliance in all material respects with all statutes\nand regulations applicable to the conduct of its business, and neither the\nCompany nor Company Parent has received notification with respect to the Company\nfrom any agency or department of federal, state or local government (i)\nasserting a material violation of any such statute or regulation, (ii)\nthreatening to revoke any license, franchise, permit or government authorization\nor (iii) restricting or in any way limiting its operations, except for such\nnoncompliance, violations, revocations and restrictions which would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company.\n\n2.13     Labor Matters\n\n         With respect to the employees of the Company, neither the Company nor\nCompany Parent is a party to any labor agreement with any labor organization,\ngroup or association and has not engaged in any unfair labor practice. Since\nJanuary 1, 2001 and prior to the date hereof, neither the Company nor Company\nParent has experienced, with respect to the Company, any attempt by organized\nlabor or its representatives to make the Company conform to demands of organized\nlabor relating to employees or to enter into a binding agreement with organized\nlabor that would cover the employees of the Company. To the knowledge of the\nCompany and Company Parent, there is no unfair labor practice charge or other\ncomplaint by any employee or former employee of the Company against the Company\nor Company Parent with respect to the Company pending before any court,\narbitrator or governmental agency arising out of the Company's activities, which\ncharge or complaint (i) has a reasonable probability of an unfavorable outcome\nand (ii) in the event of an unfavorable outcome would, individually or in the\naggregate, have a Material Adverse Effect on the Company; there is no labor\nstrike or labor disturbance pending or, to the knowledge of the Company and\nCompany Parent, threatened against the Company; and the Company has not\nexperienced a work stoppage or other material labor difficulty since January 1,\n2001.\n\n2.14     Environmental Liability\n\n         Neither the Company nor Company Parent has received with respect to the\nCompany any written notice of any legal, administrative, arbitral or other\nproceeding, claim or action and, to the knowledge of the Company and Company\nParent, there is no governmental investigation of any nature ongoing with\nrespect to the Company, in each case that would reasonably be expected to result\nin the imposition, on the Company of any liability arising under any local,\nstate or federal environmental statute, regulation or ordinance including,\nwithout limitation, the Comprehensive Environmental Response, Compensation and\nLiability Act of 1980, as amended (each, an \"Environmental Action\"), which\nliability would have a Material Adverse Effect on the Company. There are no\nfacts or circumstances which would reasonably be expected to form the basis for\nany proceeding, claim, action or governmental investigation that would impose\nany liability in an Environmental Action; and the Company is not subject to any\nagreement, order, judgment, decree or memorandum by or with any court,\ngovernmental authority, regulatory agency or third party imposing any liability\nin an Environmental Action.\n\n2.15     Intellectual Property\n\n         The Company owns the entire right, title and interest in and to, or has\nvalid licenses with respect to, all of the Intellectual Property necessary to\nconduct the business and operations of the Company as presently conducted,\nexcept where the failure to do so would not, individually or in the aggregate,\nhave a Material Adverse Effect on the Company and all such Intellectual Property\nhas been Previously Disclosed. The ownership, licensing or use of such\nIntellectual Property by the Company does not conflict with, infringe,\nmisappropriate or otherwise violate the Intellectual Property rights of any\nother person or entity. None of the Intellectual Property used by the Company is\nsubject to any outstanding order, decree, judgment, stipulation, settlement,\nlien, charge, encumbrance or attachment, which order, decree, judgment,\nstipulation, settlement, lien, charge, encumbrance or attachment would have a\nMaterial Adverse Effect on the Company.\n\n2.16     Tax Treatment\n\n         Neither the Company nor Company Parent has taken or agreed to take any\naction or is aware of any facts or circumstances that might prevent or impede\nthe Merger from qualifying as a reorganization within the meaning of Section\n368(a) of the Code.\n\n2.17     Brokers and Finders\n\n         Neither Company Parent, the Company nor any Affiliate of the Company,\nnor any of their respective officers, directors or employees, has employed any\nbroker, finder or financial advisor or incurred any liability for any fees or\ncommissions in connection with the transactions contemplated herein or the Plan\nof Merger, in each case which such fees or commissions would be payable by the\nCompany, Newco or Newco Parent.\n\n2.18     Insurance\n\n         Company Parent and\/or the Company currently maintain insurance in\namounts considered by Company Parent and\/or the Company, as applicable to be\nreasonably necessary for the operations of the Company. Neither Company Parent\nnor the Company has received any notice of a material premium increase or\ncancellation with respect to any of its insurance policies or bonds held with\nrespect to the business of Company, and within the last three years, neither\nCompany Parent nor the Company has been refused any insurance coverage sought or\napplied for with respect to the business of the Company, and neither Company\nParent nor the Company has any reason to believe that existing insurance\ncoverage with respect to the Company's business could not be renewed as and when\nthe same shall expire, upon terms and conditions as favorable as those presently\nin effect, other than possible increases in premiums or unavailability in\ncoverage that have not resulted from any extraordinary loss experience of the\nCompany. A list of all outstanding material claims as of the date hereof under\nany such insurance policy with respect to the Company have been Previously\nDisclosed.\n\n2.19     Investment Representation\n\n         Company Parent is acquiring the Newco Parent Class B Common Stock for\nits own account and\/or for the account of one or more of its Subsidiaries and\nnot for distribution and acknowledges that it must bear the economic risk of the\ninvestment in the Newco Parent Class B Common Stock for an indefinite period of\ntime under applicable Securities Laws. Company Parent has such knowledge and\nexperience in financial and business matters that it is capable of evaluating\nthe merits and risks of acquiring the Newco Parent Class B Common Stock pursuant\nto the Plan of Merger; and Company Parent has the financial ability to bear the\neconomic risks of acquiring and holding the Newco Parent Class B Common Stock to\nbe acquired by it pursuant to the Plan of Merger for investment. Company Parent\nhas had the opportunity to ask questions and receive answers to Company Parent's\nsatisfaction concerning the terms and conditions of the transfer of Newco Parent\nClass B Common Stock pursuant to the Plan of Merger. Company Parent understands\nthat the Newco Parent Class B Common Stock has not been registered under the\nSecurities Act and agrees that it may only dispose of the Newco Parent Class B\nCommon Stock pursuant to an effective registration statement under the\nSecurities Act of 1933, as amended, or pursuant to an exemption from\nregistration thereunder. Certificates evidencing the shares of Newco Parent\nClass B Common Stock to Company Parent under the Plan of Merger may be endorsed\nwith legends regarding the foregoing transfer restrictions; provided, that Newco\nParent shall provide Company Parent, upon request, with certificates not bearing\nsuch legends at such time as such transfer restrictions no longer apply.\n\nArticle III.\n                        REPRESENTATIONS AND WARRANTIES OF\n                             NEWCO PARENT AND NEWCO\n\n         Except as Previously Disclosed, Newco Parent and Newco hereby jointly\nand severally represent and warrant to the Company and Company Parent as\nfollows:\n\n3.1      Capital Structure of Newco Parent\n\n         The authorized capital stock of Newco Parent consists at April 24, 2001\nof (i) 10,000,000 shares of preferred stock, par value $0.0001 per share (\"Newco\nParent Preferred Stock\"), of which 2,189,800 shares were issued and outstanding\nas Series A Preferred Stock and 191,880 shares have been reserved for issuance\npursuant to option agreements exercisable for Newco Parent Series A Preferred\nStock, and (ii) 100,000,000 shares of common stock, par value $0.0001 per share\n(\"Newco Parent Common Stock\"), of which: 18,863,000 shares were issued and\noutstanding or in the process of being issued based upon contractual obligations\nfor their issuance; no shares were held in treasury; 3,753,807 shares have been\nreserved for issuance pursuant to the Option Agreement; 7,492,542 shares have\nbeen reserved for issuance of Newco Parent Common Stock pursuant to redemption\nof a subsidiary's preferred stock, warrant and option agreements; and 5,954,200\nshares have been reserved for issuance upon conversion of Newco Parent Series A\nPreferred Stock. All outstanding shares of Newco Parent capital stock have been\nduly authorized and validly issued and are fully paid and nonassessable. None of\nthe shares of Newco Parent's capital stock has been issued in violation of the\npreemptive rights of any person. The shares of Newco Parent Class B Common Stock\nto be issued in connection with the Merger will, as of the Closing Date, be duly\nauthorized and, when issued in accordance with the terms of this Reorganization\nAgreement and the Plan of Merger, will be validly issued, fully paid,\nnonassessable and free and clear of any preemptive rights.\n\n3.2      Organization, Standing and Authority of Newco Parent\n\n         Newco Parent is a duly organized corporation, validly existing and in\ngood standing under the laws of Delaware, with full corporate power and\nauthority to carry on its business as now conducted and is duly licensed or\nqualified to do business in the states of the United States and foreign\njurisdictions where its ownership or leasing of property or the conduct of its\nbusiness requires such qualification, except where the failure to be so licensed\nor qualified would not have a Material Adverse Effect on Newco Parent. Newco\nParent is qualified to do business under the laws of those jurisdictions as\nPreviously Disclosed.\n\n3.3      Ownership of Newco Parent Subsidiaries; Capital Structure of Newco \n         Parent Subsidiaries\n\n         Newco Parent has no Subsidiary other than those disclosed in its annual\nreport on Form 10-K for the year ended June 30, 2000, Newco or any Subsidiary\nthat is not a significant subsidiary under Regulation S-X of the SEC. Other than\nthe Newco Parent Subsidiaries, no Subsidiary of Newco has any material assets or\nmaterial liabilities or carries on any business or has any operations. The\noutstanding shares of capital stock of the Newco Parent Subsidiaries have been\nduly authorized and validly issued and are fully paid and nonassessable and all\nsuch shares are directly or indirectly owned by Newco Parent free and clear of\nall liens, claims and encumbrances. No Newco Parent Subsidiary has or is bound\nby any Rights which are authorized, issued or outstanding with respect to the\ncapital stock of any Newco Parent Subsidiary and there are no agreements,\nunderstandings or commitments relating to the right of Newco Parent to vote or\nto dispose of said shares. None of the shares of capital stock of any Newco\nParent Subsidiary has been issued in violation of the preemptive rights of any\nperson.\n\n3.4      Organization, Standing and Authority of Newco Parent Subsidiaries\n\n         Each Newco Parent Subsidiary is a duly organized corporation, validly\nexisting and in good standing under applicable laws. Each Newco Parent\nSubsidiary (i) has full power and authority to carry on its business as now\nconducted, and (ii) is duly licensed or qualified to do business in the states\nof the United States and foreign jurisdictions where its ownership or leasing of\nproperty or the conduct of its business requires such licensing or qualification\nand where failure to be licensed or qualified would have a Material Adverse\nEffect on Newco Parent. Each Newco Parent Subsidiary has all federal, state,\nlocal and foreign governmental authorizations necessary for it to own or lease\nits properties and assets and to carry on its business as it is now being\nconducted, except where the failure to be so authorized would not have a\nMaterial Adverse Effect on Newco Parent. Each Newco Parent Subsidiary is\nqualified to do business under the laws of those jurisdictions as Previously\nDisclosed.\n\n3.5      Authorized and Effective Agreement\n\n(a) Each of Newco Parent and Newco has all requisite corporate power and\nauthority to enter into and perform all of its obligations under this\nReorganization Agreement, the Plan of Merger, the Option Agreement and the\nRegistration Rights Agreement and all other documents or agreements contemplated\nhereby or thereby. The execution and delivery of this Reorganization Agreement,\nthe Plan of Merger, the Option Agreement and the Registration Rights Agreement\nand the consummation of the transactions contemplated hereby and thereby have\nbeen duly and validly authorized by all necessary corporate action in respect\nthereof on the part of Newco Parent and Newco. The Board of Directors of Newco\nParent has directed that the transactions contemplated by this Reorganization\nAgreement and the Plan of Merger be submitted to Newco Parent's stockholders for\napproval at a special meeting to be held as soon as practicable.\n\n(b) Assuming the accuracy of the representation contained in Section 2.3(b)\nhereof, this Reorganization Agreement, the Plan of Merger and the Option\nAgreement constitute, and upon execution the Registration Rights Agreement will\nconstitute, legal, valid and binding obligations of each of Newco Parent and\nNewco, as the case may be, in each case enforceable against it in accordance\nwith their respective terms subject, as to enforceability, to bankruptcy,\ninsolvency and other laws of general applicability relating to or affecting\ncreditors' rights and to general equity principles.\n\n(c) Neither the execution and delivery of this Reorganization Agreement, the\nPlan of Merger, the Option Agreement, or the Registration Rights Agreement, nor\nconsummation of the transactions contemplated hereby or thereby, nor compliance\nby Newco Parent or Newco with any of the provisions hereof or thereof shall (i)\nconflict with or result in a breach of any provision of the articles or\ncertificate of incorporation or bylaws of Newco Parent or any Newco Parent\nSubsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3\nhereof and the consents and approvals which are Previously Disclosed are duly\nobtained, constitute or result in a breach of any term, condition or provision\nof, or constitute a default under, or give rise to any right of termination,\ncancellation or acceleration with respect to, or result in the creation of any\nlien, charge or encumbrance upon any property or asset of Newco Parent or any\nNewco Parent Subsidiary pursuant to, any note, bond, mortgage, indenture,\nlicense, agreement or other instrument or obligation, or (iii) assuming the\nconsents and approvals contemplated by Section 4.3 hereof and the consents and\napprovals which are Previously Disclosed are duly obtained, violate any order,\nwrit, injunction, decree, statute, rule or regulation applicable to Newco Parent\nor any Newco Parent Subsidiary, except (in the case of clauses (ii) and (iii)\nabove) for such violations, rights, conflicts, breaches, creations or defaults\nwhich, either individually or in the aggregate, would not have a Material\nAdverse Effect on Newco Parent.\n\n(d) Except for approvals specified in Section 4.3 hereof and except as expressly\nreferred to in this Reorganization Agreement, no consent, approval or\nauthorization of, or declaration, notice, filing or registration with, any\ngovernmental or regulatory authority, or any other person, is required to be\nmade or obtained by Newco Parent or Newco on or prior to the Closing Date in\nconnection with the execution, delivery and performance of this Agreement and\nthe Plan of Merger or the consummation of the transactions contemplated hereby\nor thereby.\n\n3.6      SEC Documents\n\n         Newco Parent has filed all SEC Documents required by the Securities\nLaws and such SEC Documents complied, as of their respective dates, in all\nmaterial respects with the Securities Laws.\n\n3.7      Financial Statements; Books and Records; Minute Books\n\n         The Newco Parent Financial Statements prior to the date of this\nAgreement fairly present, and the Newco Parent Financial Statements filed by\nNewco Parent in SEC Documents after the date of the Agreement will fairly\npresent, the consolidated financial position of Newco Parent and its\nconsolidated Subsidiaries as of the dates indicated and the consolidated results\nof operations, changes in shareholders' equity and cash flows of Newco Parent\nand its consolidated Subsidiaries for the periods then ended and each such\nfinancial statement has been or will be, as the case may be, prepared in\nconformity with generally accepted accounting principles applied on a consistent\nbasis except as disclosed therein and except in the case of unaudited\nstatements, as permitted by Form 10-Q. The books and records of Newco Parent and\neach Newco Parent Subsidiary fairly reflect in all material respects the\ntransactions to which it is a party or by which its properties are subject or\nbound. Such books and records have been properly kept and maintained and are in\ncompliance in all material respects with all applicable legal and accounting\nrequirements. The minute books of Newco Parent and the Newco Parent Subsidiaries\ncontain records which are accurate in all material respects of all corporate\nactions of its stockholders and Board of Directors (including committees of its\nBoard of Directors).\n\n3.8      Material Adverse Change\n\n         Newco Parent has not, on a consolidated basis, suffered any change in\nits financial condition, results of operations or business since December 31,\n2000 which individually or in the aggregate with any other such changes would\nconstitute a Material Adverse Effect with respect to Newco Parent and no event\nor circumstance has occurred since December 31, 2000 that individually or in the\naggregate is reasonably likely to have a Material Adverse Effect on the\nfinancial condition, results of operations or business of Newco Parent on a\nconsolidated basis.\n\n3.9      Absence of Undisclosed Liabilities\n\n         Neither Newco Parent nor any Newco Parent Subsidiary has any liability\n(contingent or otherwise), excluding contractually assumed contingencies, that\nis material to Newco Parent on a consolidated basis, or that, when combined with\nall similar liabilities, would be material to Newco Parent on a consolidated\nbasis as disclosed in the Newco Parent Financial Statements filed with the SEC\nprior to the date hereof and except for liabilities incurred in the ordinary\ncourse of business subsequent to June 30, 2000.\n\n3.10     Properties\n\n         Newco Parent has good and marketable title free and clear of all liens,\nencumbrances, charges, defaults or equitable interests to all of the properties\nand assets, real and personal, which, individually or in the aggregate, are\nmaterial to the business of Newco Parent taken as a whole, and which are\nreflected on the Newco Parent Financial Statements as of December 31, 2000 or\nacquired after such date, except (i) liens for taxes not yet due and payable,\n(ii) such imperfections of title, easements and encumbrances, if any, as are not\nmaterial in character, amount or extent and (iii) dispositions and encumbrances\nfor adequate consideration in arm's length transactions at fair market value in\nthe ordinary course of business. All leases pursuant to which Newco Parent, as\nlessee, leases real and personal property which, individually or in the\naggregate, are material to the business of Newco Parent taken as a whole are\nvalid and enforceable in accordance with their respective terms except where the\nfailure of such lease or leases to be valid and enforceable would not,\nindividually or in the aggregate, have a Material Adverse Effect on Newco\nParent. All tangible property used in the business of Newco Parent is in good\ncondition, reasonable wear and tear excepted, and is usable in the ordinary\ncourse of business consistent with Newco Parent's past practices.\n\n3.11     Tax Matters\n\n(a) All Tax Returns required to be filed by or with respect to Newco Parent and\neach Newco Parent Subsidiary have been timely filed, except where the failure to\nfile Tax Returns would not, in the aggregate, have a Material Adverse Effect on\nNewco Parent. All such filed Tax Returns are true and correct in all material\nrespects. All Taxes due and owing by or with respect to Newco Parent or any\nNewco Parent Subsidiary have been paid or adequate reserves have been\nestablished on the Newco Parent Financial Statements for the payment of such\nTaxes, except where any such failure to pay or establish adequate reserves would\nnot, in the aggregate, have a Material Adverse Effect on Newco Parent. Newco\nParent and each Newco Parent Subsidiary will not have any liability for any such\nTaxes in excess of the amounts so paid or reserves or accruals so established\nexcept where such liability would not have a Material Adverse Effect on Newco\nParent.\n\n(b) None of Newco Parent or any Newco Parent Subsidiary has requested, nor has\nthere been granted, any extension of time within which to file any Tax Returns\nwith respect to Newco Parent or any Newco Parent Subsidiary which have not since\nbeen filed. None of Newco Parent or any Newco Parent Subsidiary has received any\nnotice of assessment or proposed assessment in connection with any Tax Returns\nfiled by or with respect to Newco Parent or any Newco Parent Subsidiary except\nas accrued on the Newco Parent Financial Statements, and there are no pending\nmaterial tax examinations of, or Tax claims asserted with respect to, Newco\nParent or any Newco Parent Subsidiary. There are currently no agreements in\neffect with respect to Newco Parent or any Newco Parent Subsidiary to extend the\nperiod of limitations for the assessment or collection of any Tax.\n\n(c) None of Newco Parent or any Newco Parent Subsidiary is a party to any\nagreement (other than an agreement exclusively among Newco Parent and a Newco\nParent Subsidiary) providing for the allocation or sharing of, or\nindemnification for, Taxes.\n\n(d) For purposes of this Section 3.11, (i) references to Newco Parent and any\nNewco Parent Subsidiary shall include predecessors thereof and (ii) \"Newco\nParent Subsidiary\" shall include each Subsidiary (as defined in Article 1\nhereof) of Newco Parent, and each corporation, partnership, limited liability\ncompany, joint venture or other entity which Newco Parent controls directly or\nindirectly (through one or more intermediaries). For purposes of the previous\nsentence, \"control\" means the possession, direct or indirect, of the power\neither (1) to vote fifty percent (50%) or more of the voting interests of a\ncorporation, partnership, limited liability company, joint venture or other\nentity, or (2) to direct or cause the direction of the management and policies\nof a corporation, partnership, limited liability company, joint venture or other\nentity, whether by contract or otherwise.\n\n3.12     Newco Parent Employee Benefit Plans\n\n(a) Each material Newco Parent Plan has been Previously Disclosed. For purposes\nof this Agreement, \"Newco Parent Plan\" means each bonus, deferred compensation,\nincentive compensation, stock purchase, stock option, severance pay, medical,\nlife or other insurance, profit-sharing, or pension plan, program, agreement or\narrangement, and each other employee benefit plan, program, agreement or\narrangement, sponsored, maintained or contributed to or required to be\ncontributed to by Newco Parent or by any trade or business, whether or not\nincorporated, that together with Newco Parent would be deemed a \"single\nemployer\" under Section 414 of the Code (a \"Newco Parent ERISA Affiliate\").\n\n(b) With respect to each of the Newco Parent Plans, Newco Parent has heretofore\ndelivered or made available to Company Parent true and complete copies of each\nof the following documents: (i) the Newco Parent Plan and related documents\n(including all amendments thereto); (ii) the two most recent annual reports and\nfinancial statements, if any; (iii) the most recent summary plan description,\ntogether with each summary of material modifications, required under ERISA with\nrespect to such Newco Parent Plan, and (iv) the most recent determination letter\nreceived from the IRS with respect to each Newco Parent Plan that is intended to\nbe qualified under the Code and all material communications to or from the IRS\nor any other governmental or regulatory authority relating to each Newco Parent\nPlan.\n\n(c) No liability under Title IV of ERISA has been incurred by Newco Parent or\nany Newco Parent ERISA Affiliate that has not been satisfied in full, and no\ncondition exists that presents a material risk to Newco Parent or any Newco\nParent ERISA Affiliate of incurring any liability under such Title.\n\n(d) Neither Newco Parent nor any Newco Parent ERISA Affiliate, nor any of the\nNewco Parent Plans, nor any trust created thereunder, nor any trustee or\nadministrator thereof has engaged in a transaction in connection with which\nNewco Parent, any Newco Parent ERISA Affiliate, or any of the Newco Parent\nPlans, could, directly or indirectly, be subject to a civil penalty assessed\npursuant to Section 409 or 502(i) of ERISA, a tax imposed pursuant to Section\n4975, 4976, 4980B, or 4980D of the Code, or any similar civil penalty or tax. No\nretirement benefit plan sponsored, maintained, contributed to or required to be\ncontributed to by Newco Parent or a current or past ERISA Affiliate of Newco\nParent has incurred an \"accumulated funding deficiency\" as defined under Code\nSection 412.\n\n(e) Full payment has been made, or will be made in accordance with Section\n404(a) (6) of the Code, of all amounts that Newco Parent or any Newco Parent\nERISA Affiliate is required to pay under the terms of the Newco Parent Plans or\napplicable law.\n\n(f) No Newco Parent Plan is (i) subject to Section 412 of the Code or Title IV\nof ERISA, (ii) a \"multiemployer plan,\" as such term is defined in Section 3(37)\nof ERISA, (iii) a \"multiple employer welfare arrangement,\" as such term is\ndefined in Section 3(40) of ERISA, or (iv) single employer plan that has two or\nmore contributing sponsors, at least two of whom are not under common control,\nwithin the meaning of Section 4063(a) of ERISA.\n\n(g) A favorable determination letter has been issued by the IRS with respect to\neach of the Newco Parent Plans that is intended to be \"qualified\" within the\nmeaning of Section 401(a) of the Code, and no condition exists that presents a\nmaterial risk of any such letter being revoked. Each of the Newco Parent Plans\nthat is intended to satisfy the requirements of Section 125 or 501 (c) (9) of\nthe Code satisfies such requirements in all material respects. Each of the Newco\nParent Plans has been operated and administered in all material respects in\naccordance with its terms and applicable laws, including but not limited to\nERISA and the Code.\n\n(h) There are no claims pending, or, to the knowledge of Newco Parent,\nthreatened or anticipated (other than routine claims for benefits) against any\nNewco Parent Plan, the assets of any Newco Parent Plan, or against Newco Parent\nor any Newco Parent ERISA Affiliate with respect to any Newco Parent Plan. There\nare no pending or threatened audits or investigations by any governmental body,\ncommission or agency involving any Newco Parent Plan.\n\n(i) Neither the execution of this Agreement nor the consummation of the\ntransactions contemplated hereby will result in, or is a precondition to, (a)\nany employee of Newco Parent or any of its Affiliates becoming entitled to\nseverance pay or any similar payment, (b) the acceleration of the time of\npayment or vesting, or an increase in the amount of, any compensation due to any\nemployee of Newco Parent or any of its Affiliates, or (c) the renewal or\nextension of the term of any agreement regarding the compensation of any\nemployee of Newco Parent or any of its Affiliates.\n\n3.13     Certain Contracts\n\n(a) Neither Newco Parent nor any Newco Parent Subsidiary is a party to, nor is\nbound by, (i) any material contract as defined in Item 601(b)(10) of Regulation\nS-K of the SEC or any other material contract or similar arrangement whether or\nnot made in the ordinary course of business (other than loans or loan\ncommitments and funding transactions in the ordinary course of business of any\nNewco Parent Subsidiary) or any agreement restricting the nature or geographic\nscope of its business activities in any material respect, (ii) any agreement,\nindenture or other instrument relating to the borrowing of money by Newco Parent\nor any Newco Parent Subsidiary or the guarantee by Newco Parent or any Newco\nParent Subsidiary of any such obligation, other than instruments relating to\ntransactions entered into in the ordinary course of business, (iii) any\nagreement, arrangement or commitment relating to the employment of a consultant\nwho was formerly a director or executive officer or the employment, election,\nretention in office or severance of any present or former director or officer,\nor (iv) any contract, agreement or understanding with a labor union, in each\ncase whether written or oral.\n\n(b) Neither Newco Parent nor any Newco Parent Subsidiary is in default under any\nmaterial agreement, commitment, arrangement, lease, insurance policy or other\ninstrument whether entered into in the ordinary course of business or otherwise\nand whether written or oral, and there has not occurred any event that, with the\nlapse of time or giving of notice or both, would constitute such a default,\nexcept for such defaults which would not, individually or in the aggregate, have\na Material Adverse Effect on Newco Parent.\n\n3.14     Legal Proceedings\n\n                  There are no actions, suits or proceedings instituted, pending\nor, to the knowledge of Newco Parent and Newco, threatened (or unasserted but\nconsidered probable of assertion and which if asserted would have at least a\nreasonable probability of an unfavorable outcome) against Newco Parent, Newco or\nany Newco Parent Subsidiary or against any asset, interest or right of Newco\nParent or any Newco Parent Subsidiary as to which there is a reasonable\nprobability of an unfavorable outcome and which, if such an unfavorable outcome\nwas rendered, would, individually or in the aggregate, have a Material Adverse\nEffect on Newco Parent. To the knowledge of Newco Parent, there are no actual or\nthreatened actions, suits or proceedings which present a claim to restrain or\nprohibit the transactions contemplated herein or to impose any material\nliability in connection therewith as to which there is a reasonable probability\nof an unfavorable outcome and which, if such an unfavorable outcome was\nrendered, would, individually or in the aggregate, have a Material Adverse\nEffect on Newco Parent. There are no actions, suits or proceedings instituted,\npending or, to the knowledge of Newco Parent, threatened (or unasserted but\nconsidered probable of assertion and which if asserted would be reasonably\nexpected to have an unfavorable outcome) against any present or, to Newco\nParent's knowledge, former director or officer of Newco Parent, that would\nreasonably be expected to give rise to a claim for indemnification and that (i)\nhas a reasonable probability of an unfavorable outcome and (ii) in the event of\nan unfavorable outcome, would, individually or in the aggregate, have a Material\nAdverse Effect on Newco Parent.\n\n3.15     Compliance with Laws\n\n         Each of Newco Parent and the Newco Parent Subsidiaries is in compliance\nin all material respects with all statutes and regulations applicable to the\nconduct of its business, and none of them has received notification from any\nagency or department of federal, state or local government (i) asserting a\nmaterial violation of any such statute or regulation, (ii) threatening to revoke\nany license, franchise, permit or government authorization or (iii) restricting\nor in any way limiting its operations, except for such noncompliance,\nviolations, revocations and restrictions which would not, individually or in the\naggregate, have a Material Adverse Effect on Newco Parent. None of Newco Parent\nor any Newco Parent Subsidiary is subject to any regulatory or supervisory cease\nand desist order, agreement, directive, memorandum of understanding or\ncommitment which could be reasonably anticipated to have a Material Adverse\nEffect on Newco Parent, and none of them has received any communication\nrequesting that they enter into any of the foregoing.\n\n3.16     Labor Matters\n\n         With respect to their employees, neither Newco Parent nor any Newco\nParent Subsidiary is a party to any labor agreement with any labor organization,\ngroup or association and has not engaged in any unfair labor practice. Since\nJanuary 1, 2001 and prior to the date hereof, Newco Parent and the Newco Parent\nSubsidiaries have not experienced any attempt by organized labor or its\nrepresentatives to make Newco Parent or any Newco Parent Subsidiary conform to\ndemands of organized labor relating to their employees or to enter into a\nbinding agreement with organized labor that would cover the employees of Newco\nParent or any Newco Parent Subsidiary. To the knowledge of Newco Parent and the\nNewco Parent Subsidiaries, there is no unfair labor practice charge or other\ncomplaint by any employee or former employee of Newco Parent or any Newco Parent\nSubsidiary against any of them pending before any court, arbitrator or\ngovernmental agency arising out of Newco Parent's or such Newco Parent\nSubsidiary's activities, which charge or complaint (i) has a reasonable\nprobability of an unfavorable outcome and (ii) in the event of an unfavorable\noutcome would, individually or in the aggregate, have a Material Adverse Effect\non Newco Parent; there is no labor strike or labor disturbance pending or, to\nthe knowledge of Newco Parent and the Newco Parent Subsidiaries, threatened\nagainst any of them; and neither Newco Parent nor any Newco Parent Subsidiary\nhas experienced a work stoppage or other material labor difficulty since January\n1, 2001.\n\n3.17     Brokers and Finders\n\n         Neither Newco Parent nor any Newco Parent Subsidiary, nor any of their\nrespective officers, directors or employees, has employed any broker, finder or\nfinancial advisor or incurred any liability for any fees or commissions in\nconnection with the transactions contemplated herein or the Plan of Merger.\nPrior to the execution and delivery of this Agreement, Valuation Counselors has\ndelivered to the Board of Directors of Newco Parent an opinion that the Merger\nis fair from a financial point of view to the stockholders of Newco Parent.\n\n3.18     Insurance\n\n         Newco Parent and the Newco Parent Subsidiaries each currently maintains\ninsurance in amounts considered by Newco Parent and any Newco Parent Subsidiary\nas applicable, to be reasonably necessary for their operations. Neither Newco\nParent nor any Newco Parent Subsidiary has received any notice of a material\npremium increase or cancellation with respect to any of its insurance policies\nor bonds, and within the last three years, neither Newco Parent nor any Newco\nParent Subsidiary has been refused any insurance coverage sought or applied for,\nand Newco Parent has no reason to believe that existing insurance coverage\ncannot be renewed as and when the same shall expire, upon terms and conditions\nas favorable as those presently in effect, other than possible increases in\npremiums or unavailability in coverage that have not resulted from any\nextraordinary loss experience of Newco Parent or any Newco Parent Subsidiary.\nNewco Parent and the Newco Parent Subsidiaries have Previously Disclosed a list\nof all outstanding claims as of the date hereof by Newco Parent and the Newco\nParent Subsidiaries under any insurance policy.\n\n3.19     Environmental Liability\n\n         Neither Newco Parent nor any Newco Parent Subsidiary has received any\nwritten notice of any legal, administrative, arbitral or other proceeding, claim\nor action and, to the knowledge of Newco Parent and the Newco Parent\nSubsidiaries, there is no governmental investigation of any nature ongoing, in\neach case that could reasonably be expected to result in the imposition, on\nNewco Parent or any Newco Parent Subsidiary of any liability arising under an\nEnvironmental Action, which liability would have a Material Adverse Effect on\nNewco Parent; there are no facts or circumstances which could reasonably be\nexpected to form the basis for any proceeding, claim, action or governmental\ninvestigation that would impose any liability in an Environmental Action; and\nneither Newco Parent nor any Newco Parent Subsidiary is subject to any\nagreement, order, judgment, decree or memorandum by or with any court,\ngovernmental authority, regulatory agency or third party imposing any liability\nin an Environmental Action.\n\n3.20     Intellectual Property\n\n         Newco Parent or a Newco Parent Subsidiary owns the entire right, title\nand interest in and to, or has valid licenses with respect to, all of the\nIntellectual Property necessary to conduct the business and operations of Newco\nParent and the Newco Parent Subsidiaries as presently conducted, except where\nthe failure to do so would not, individually or in the aggregate, have a\nMaterial Adverse Effect on Newco Parent and all such Intellectual Property has\nbeen Previously Disclosed. The ownership, licensing or use of Intellectual\nProperty by Newco Parent or its Subsidiaries does not conflict with, infringe,\nmisappropriate or otherwise violate the Intellectual Property rights of any\nother person or entity. None of such Intellectual Property is subject to any\noutstanding order, decree, judgment, stipulation, settlement, lien, charge,\nencumbrance or attachment, which order, decree, judgment, stipulation,\nsettlement, lien, charge, encumbrance or attachment would have a Material\nAdverse Effect on Newco Parent.\n\n3.21     Takeover Laws\n\n         Newco Parent and Newco have taken all action required to by taken by\neach of them in order to exempt this Reorganization Agreement and the Plan of\nMerger and the transactions contemplated hereby and thereby from, and this\nReorganization Agreement and the Plan of Merger and the transactions\ncontemplated hereby and thereby are exempt from, the requirements of any\n\"moratorium,\" \"control share,\" \"fair price,\" \"affiliate transaction,\" \"business\ncombination,\" or other antitakeover laws and regulations of any state\n(collectively, \"Takeover Laws\"), including, without limitation, the State of\nDelaware.\n\n3.22     Tax Treatment\n\n         Neither Newco Parent nor any Newco Parent Subsidiary has taken or\nagreed to take any action or is aware of any facts or circumstances that might\nprevent or impede the Merger from qualifying as a reorganization within the\nmeaning of Section 368(a) of the Code.\n\n3.23     Merger Consideration\n\n         Newco Parent will have, at the Effective Date (as defined in Article 4\nhereof), unissued shares of Newco Parent Class B Common Stock sufficient to\nprovide the Merger Consideration that are not reserved for any other purpose.\n\nArticle IV.\n                                    COVENANTS\n\n4.1      Stockholders' Meeting\n\n         Newco Parent shall submit this Reorganization Agreement and the Plan of\nMerger and the issuance of Newco Parent Class B Common Stock thereunder and the\namendment to its certificate of incorporation and bylaws as set forth in Annex D\nto its stockholders for approval at a special meeting to be held as soon as\nreasonably practicable. Subject to the fiduciary duties of the board of\ndirectors of Newco Parent as determined after consultation with counsel, the\nboard of directors of Newco Parent shall recommend that the stockholders of\nNewco Parent vote to approve such matters submitted.\n4.2      Proxy Statement\n\n         As promptly as reasonably practicable after the date hereof, Newco\nParent shall prepare the Proxy Statement to be mailed to the stockholders of\nNewco Parent in connection with this Agreement and the transactions contemplated\nhereby.\n\n4.3      Applications\n\n         As promptly as reasonably practicable after the date hereof, each of\nthe parties hereto shall, and they shall cause their respective subsidiaries to,\nsubmit any applications, notices or other filings to any other state or federal\ngovernment agency, department or body the approval of which is required for\nconsummation of the Merger. The Company and Newco Parent each represents and\nwarrants to the other that all information concerning it and its directors,\nofficers, stockholders and subsidiaries included (or submitted for inclusion) in\nany such application and furnished by it shall be true, correct and complete in\nall material respects.\n\n4.4      Best Efforts\n\n(a) Subject to the terms and conditions of this Agreement, Newco Parent, Newco,\nCompany Parent and the Company shall each use its reasonable efforts in good\nfaith, and each of them shall cause its Subsidiaries to use their reasonable\nefforts in good faith, to (i) furnish such information as may be required in\nconnection with the preparation of the documents referred to in Sections 4.2 and\n4.3 above, subject to the provisions of Section 4.23 and (ii) take or cause to\nbe taken all action necessary or desirable on its part so as to permit\nconsummation of the Merger at the earliest possible date, including, without\nlimitation, (1) obtaining the consent or approval of each individual,\npartnership, corporation, association or other business or professional entity\nwhose consent or approval is required for consummation of the transactions\ncontemplated hereby, and (2) requesting the delivery of appropriate opinions,\nconsents and letters from its counsel and independent auditors. Subject to the\nterms and conditions of this Agreement, no party hereto shall take or fail to\ntake, or cause or permit its Subsidiaries to take or fail to take, or to the\nbest of its ability permit to be taken or omitted to be taken by any third\npersons, any action that would substantially impair the prospects of completing\nthe Merger pursuant to this Reorganization Agreement and the Plan of Merger,\nthat would materially delay such completion, or that would adversely affect the\nqualification of the Merger as a reorganization within the meaning of Section\n368(a) of the Code. In the event that either party has taken any action, whether\nbefore, on or after the date hereof, that would adversely affect such\nqualification, each party shall take such action as the other party may\nreasonably request to cure such effect to the extent curable without a Material\nAdverse Effect on either of the parties.\n\n(b) The Company shall give prompt notice to Newco Parent, and Newco Parent shall\ngive prompt notice to the Company, of (i) the occurrence, or failure to occur,\nof any event which occurrence or failure would be reasonably likely to cause any\nrepresentation or warranty contained in this Agreement to be untrue or\ninaccurate at any time from the date hereof to the Closing Date such that the\ncondition set forth in Section 5.2(a) or 5.3(a), as applicable, would not be met\nif such failure to be true or accurate were to occur or be continuing on the\nClosing Date, and (ii) any material failure of the Company or Newco Parent, as\nthe case may be, to comply with or satisfy any covenant, condition or agreement\nto be complied with or satisfied by it hereunder, and each party shall use all\nreasonable best efforts to remedy such failure.\n\n(c) Each party shall provide and shall request its auditors to provide the other\nparty with such historical financial information regarding it (and related audit\nreports and consents) as the other party may reasonably request for disclosure\npurposes under the Securities Laws.\n\n4.5      Investigation and Confidentiality\n\n         The Company and Newco Parent each will keep the other advised of all\nmaterial developments relevant to its business and to consummation of the\ntransactions contemplated herein and in the Plan of Merger. Newco Parent and the\nCompany each may make or cause to be made such investigation of the financial\nand legal condition of the other as such party reasonably deems necessary or\nadvisable in connection with the transactions contemplated herein and in the\nPlan of Merger, provided, however, that such investigation shall be reasonably\nrelated to such transactions and shall not interfere unnecessarily with normal\noperations. Newco Parent and the Company agree to furnish the other and the\nother's advisors with such financial data and other information with respect to\nits business and properties as such other party shall from time to time\nreasonably request. No investigation pursuant to this Section 4.5 shall affect\nor be deemed to modify any representation or warranty made by, or the conditions\nto the obligations to consummate the Merger of, any party hereto. Each party\nhereto shall hold all information furnished by the other party or any of such\nparty's Subsidiaries or representatives pursuant to this Agreement in confidence\nto the extent required by, and in accordance with, the provisions of the\nconfidentiality agreement, dated January 11, 2001, between Company Parent and\nNewco Parent (the \"Confidentiality Agreement\").\n\n4.6      Press Releases\n\n         The Company and Newco Parent shall agree with each other as to the form\nand substance of any press release related to this Reorganization Agreement and\nthe Plan of Merger or the transactions contemplated hereby or thereby, and shall\nconsult each other as to the form and substance of other public disclosures\nrelated thereto, provided, however, that nothing contained herein shall prohibit\nany party, following notification to the other parties, from making any\ndisclosure which is required by applicable law or Nasdaq rules.\n\n4.7      Actions Pending the Merger\n\n(a) Prior to the Closing Date, and except as otherwise provided for by this\nReorganization Agreement and the Plan of Merger, or consented to or approved by\nthe other parties hereto, each of Newco Parent and the Company shall, and shall\ncause each of its Subsidiaries to, use its reasonable best efforts to preserve\nits properties, business and relationships with customers, employees and other\npersons.\n\n(b) The Company shall not, and to the extent applicable as regards its\nrelationship with the Company, Company Parent shall itself not and shall cause\nits Affiliates to not, except with the prior written consent of Newco Parent\nwhich will not be unreasonably withheld and except as Previously Disclosed or\nexpressly contemplated or permitted by this Agreement or the Plan of Merger:\n\n(1)      carry on its business  other than in the usual,  regular and ordinary \ncourse in  substantially  the same manner as heretofore conducted;\n\n(2) declare, set aside, make or pay any dividend or other distribution in\nrespect of its capital stock other than distributions to Company Parent in the\nordinary course consistent with past practices;\n\n(3) issue any shares of its capital stock or permit any treasury shares to\nbecome outstanding other than pursuant to Rights outstanding and Previously\nDisclosed at the date hereof;\n\n(4) incur any additional debt obligation or other obligation for borrowed money\nother than in the ordinary course of business consistent with past practice;\n\n(5) issue, grant or authorize any Rights or effect any recapitalization,\nreclassification, stock dividend, stock split or like change in capitalization,\nor redeem, repurchase or otherwise acquire any shares of its capital stock;\n\n(6)      amend its certificate of incorporation or bylaws;\n\n(7) merge with any other corporation or permit any other corporation to merge\ninto it or consolidate with any other corporation; acquire control over any\nother corporation or organization or create any Subsidiary;\n\n(8)      waive or release any material right or cancel or compromise any \nmaterial debt or claim;\n\n(9) liquidate or sell or dispose of any material assets or acquire any material\nassets; except as Previously Disclosed, make any capital expenditure in excess\nof $500,000 in any instance or $2,000,000 in the aggregate;\n\n(10) increase the rate of compensation of, pay or agree to pay any bonus to, or\nprovide any other employee benefit or incentive to, any of its directors,\nofficers or employees except in a manner consistent with past practice or as\nrequired by law or contractual obligation in effect as of the date hereof;\n\n(11) change its methods of accounting in effect at December 28, 2000, except as\nrequired by changes in generally accepted accounting principles concurred in by\nits independent certified public accountants; or\n\n(12)     agree to do any of the foregoing.\n\n(c) Newco Parent shall not, and shall not permit any of the Newco Parent\nSubsidiaries to, except with the prior written consent of the Company Parent or\nas expressly contemplated or permitted by this Agreement or the Plan of Merger:\n\n(1)      carry on its business other than in the usual, regular and ordinary \ncourse in substantially the same manner as heretofore conducted;\n\n(2)      declare,  set aside,  make or pay any dividend or other  distribution  \nin respect of its capital  stock  except as  Previously Disclosed;\n\n(3) issue any shares of its capital stock or permit any treasury shares to\nbecome outstanding other than pursuant to Rights outstanding at the date hereof;\n\n(4) incur any additional debt obligation or other obligation for borrowed money\nother than in the ordinary course of business consistent with past practice;\n\n(5) issue, grant or authorize any Rights or effect any recapitalization,\nreclassification, stock dividend, stock split or like change in capitalization,\nor redeem, repurchase or otherwise acquire any shares of its capital stock;\n\n(6)      amend its certificate of incorporation or bylaws;\n\n(7) merge with any other corporation or permit any other corporation to merge\ninto it or consolidate with any other corporation; acquire control over any\nother corporation or organization or create any Subsidiary;\n\n(8)      waive or release any material right or cancel or compromise any \nmaterial debt or claim;\n\n(9) liquidate or sell or dispose of any material assets or acquire any material\nassets; except as Previously Disclosed, make any capital expenditure in excess\nof $500,000 in any instance or $2,000,000 in the aggregate;\n\n(10) increase the rate of compensation of, pay or agree to pay any bonus to, or\nprovide any other employee benefit or incentive to, any of its directors,\nofficers or employees except in a manner consistent with past practice or as\nrequired by law or contractual obligation in effect as of the date hereof;\n\n(11) change its methods of accounting in effect at December 31, 2000, except as\nrequired by changes in generally accepted accounting principles concurred in by\nits independent certified public accountants;\n\n(12) authorize or permit any of its officers, directors, employees or agents to\ndirectly or indirectly solicit or initiate any inquiries relating to, or the\nmaking of any proposal which constitutes, a \"Takeover Proposal\" (as defined\nbelow), or, except to the extent legally required in the judgment of Newco\nParent's Board of Directors after consultation with outside counsel for the\ndischarge of the fiduciary duties of its Board of Directors, recommend or\nendorse any Takeover Proposal, or participate in any discussions or\nnegotiations, or provide third parties with any material nonpublic information,\nrelating to any such inquiry or proposal or otherwise knowingly facilitate any\neffort or attempt to make or implement a Takeover Proposal; provided, however,\nthat the Newco Parent may communicate information about any such Takeover\nProposal to its stockholders if, in the judgment of the Newco Parent's Board of\nDirectors, after consultation with outside counsel, such communication is\nnecessary in order to comply with its fiduciary duties to the Newco Parent's\nstockholders required under applicable law. Newco Parent will take all actions\nnecessary or advisable to inform the appropriate individuals or entities\nreferred to in the first sentence of this subsection 12 of the obligations\nundertaken herein. Newco Parent will notify Company Parent promptly if any such\ninquiries or Takeover Proposals are received by, any such information is\nrequested from, or any such negotiations or discussions are sought to be\ninitiated or continued with, Newco Parent, and Newco Parent will promptly inform\nCompany Parent in writing of all of the relevant details with respect to the\nforegoing. As used in this Agreement, \"Takeover Proposal\" shall mean any tender\nor exchange offer, proposal for a merger, consolidation or other business\ncombination involving Newco Parent or any proposal or offer to acquire in any\nmanner a substantial equity interest in, or a substantial portion of the assets\nof, Newco Parent other than the transactions contemplated or permitted by this\nAgreement, and the Plan of Merger; or\n\n(13)     agree to do any of the foregoing.\n\n4.8      Closing; Certificate of Merger and Articles of Merger\n\n         The transactions contemplated by this Reorganization Agreement and the\nPlan of Merger shall be consummated at a closing (\"Closing\") to be held at the\noffices of Nixon Peabody LLP, 437 Madison Avenue, New York, NY 10022 on the\nthird business day following satisfaction of the conditions to consummation of\nthe Merger set forth in Article 5 hereof (other than such conditions relating to\nthe actions to be taken at the Closing) or such later date as may be mutually\nspecified by Newco Parent and Company Parent. In connection with such Closing,\nNewco shall execute (a) a certificate of merger and shall cause such certificate\nto be delivered to the Delaware Secretary of State in accordance with Section\n251(c) of the Delaware General Corporation Law and (b) articles of merger and\nshall cause such articles to be delivered to the State Corporation Commission of\nVirginia. The Merger shall be effective at the time and on the date such\ncertificate of merger has been accepted for filing by the Delaware Secretary of\nState and such articles of merger have been accepted for filing by the State\nCorporation Commission of Virginia, or on the date specified therein as mutually\nagreed by the parties hereto (the \"Effective Date\").\n\n4.9      Employee Matters\n\n(a) At least ten (10) days prior to the Closing Date, the Company and Company\nParent shall provide to Newco and Newco Parent a list of employees of the\nCompany who are not to be employed by Newco following the Closing Date (the\n\"Non-Continuing Employees\"). All costs associated with any severance of the\nNon-Continuing Employees shall be accrued on the books of the Company and paid\nby Newco following the Merger. Other than the Non-Continuing Employees, Newco\nParent and Newco agree that each person who is an employee of the Company as of\nthe Closing Date (individually, a \"Continuing Employee\" and collectively, the\n\"Continuing Employees\") shall be an employee of Newco immediately following the\nClosing Date except for such employees as Previously Disclosed. After the\nClosing Date, each Continuing Employee, while employed by Newco or any of its\nAffiliates shall be employed (i) at a base salary or base hourly wage that is\nnot less than that which such Continuing Employee was receiving immediately\nprior to the Closing Date, and (ii) on terms and conditions that are no less\nfavorable to the Continuing Employee than those applicable to other similarly\nsituated employees of Newco Parent and its Affiliates.\n\n(b) Commencing immediately following the Closing Date, Newco Parent shall cause\nthe Continuing Employees, while employed by Newco, Newco Parent or any of Newco\nParent's Affiliates, to be eligible to participate in Newco Parent Plans that\nprovide employee benefits (including but not limited to pension, welfare,\nincentive compensation, severance, and vacation pay benefits) that are not less\nfavorable to the Continuing Employees than those afforded to other similarly\nsituated employees of Newco Parent and its Affiliates. Newco Parent shall cause\nthe Newco Parent Plans that cover the Continuing Employees or any of their\ndependents or beneficiaries to treat the employment and service of the\nContinuing Employees with the Company, its Affiliates and any predecessor\nemployers through the Closing Date as employment and service with Newco Parent\nand its Affiliates for all purposes under Newco Parent Plans. The Continuing\nEmployees and their dependents and beneficiaries shall not be required for\ncalendar year 2001 to satisfy any deductible, co-payment, out-of pocket maximum\nor similar requirements under Newco Parent Plans that provide medical, dental\nand other welfare benefits to the extent of amounts previously credited for such\npurposes under the medical, dental and other welfare benefit plans of Company\nParent and its Affiliates that covered the Continuing Employees prior to the\nClosing Date (the \"Company Parent Welfare Plans\"), and any waiting periods,\npre-existing condition exclusions and requirements to show evidence of good\nhealth contained in such Newco Parent Plans shall not apply with respect to the\nContinuing Employees and their dependents and beneficiaries, (i) except to the\nextent that any waiting period, pre-existing condition exclusion, or requirement\nto show evidence of good health applied prior to the Closing to limit or deny\ncoverage to a Continuing Employee or any dependent or beneficiary thereof under\na Company Parent Welfare Plan and (ii) except to the extent that Newco Parent\nhas Previously Disclosed that Newco Parent Plans are offered through an\ninsurance company that would not allow the waiver of any waiting periods,\npre-existing condition exclusion or requirement to show evidence of good health.\nThe Continuing Employees shall receive full credit under Newco Parent's vacation\nplan or policy for all unused vacation credited to the Continuing Employees as\nof the Closing Date.\n\n(c) Following the Closing Date, Newco Parent and its Affiliates shall have sole\nliability and obligation for (i) all wages, commissions, employee withholdings,\nor taxes relating to the employment of the Continuing Employees and all other\ncurrent or former employees of the Company, (ii) any workers' compensation or\nsimilar workers' protection claims with respect to the Continuing Employees that\nrelate to an incident that occurs on or after the Closing Date, and (iii) all\nshort-term disability benefits, sick pay or salary continuation rights relating\nto events occurring prior to, on or after the Closing Date with respect to the\nContinuing Employees and all other current or former employees of the Company.\nExcept as set forth in the previous sentence, Company Parent shall be solely\nresponsible for all liabilities and\/or benefits payable to current or former\nCompany employees under the employee benefit plans maintained by Company Parent\nthat covered the Company's employees prior to the Closing Date (the \"Company\nParent Plans\") and shall retain all liabilities and responsibilities relating to\nCompany Parent Plans.\n\n(d) If a Continuing Employee's employment is terminated by Newco Parent or any\nof its Affiliates within one (1) year after the Closing Date, such Continuing\nEmployee shall be entitled to severance benefits from Newco Parent and its\nAffiliates that are not less than those provided to other similarly situated\nemployees of Newco Parent and its Affiliates whose employment is terminated by\nsuch companies after similar longevity of employment (determined taking into\naccount employment service with the Company and its Affiliates prior to the\nClosing Date in accordance with Section 4.9(b) hereof).\n\n(e) Prior to the Closing Date, the Board of Directors of Newco Parent will take\nsuch action as may be required to set the number of directors of Newco Parent at\nseven and to elect as directors of Newco Parent, effective as of the Closing\nDate, three individuals designated by Company Parent to serve as directors of\nNewco Parent as required under Article FOURTH, Section D(2) of the Amended and\nRestated Certificate of Incorporation of Tekinsight.com, Inc.\n\n4.10     Tax-Free Reorganization\n\n                  Each party to this Agreement shall use its best efforts to\ncause the Merger to qualify, and shall not take any action which could prevent\nthe Merger from qualifying, as a reorganization within the meaning of Section\n368(a) of the Code.\n\n4.11     Post-Closing Tax Matters\n\n(a) After the Closing Date, each of Newco Parent and the Company Parent shall\n(and shall cause their respective Subsidiaries to) cooperate fully, as and to\nthe extent reasonably requested by the other party, in connection with filing of\nTax Returns with respect to the Company and in any audit, litigation or other\nproceeding with respect to Taxes of the Company. Such assistance and cooperation\nshall include, but is not limited to, the following:\n\n        (i)      assist the other party in  preparing  any Tax Returns  which\nsuch other party is responsible for preparing and filing;\n\n       (ii)     cooperate fully in preparing for any audits of, or disputes with\ntaxing authorities regarding,  any Tax Returns with respect to the Company;\n\n      (iii)    make available to the other and to any taxing  authority as\nreasonably  requested all  information, records, and documents relating to Taxes\nwith respect to the Company; and\n\n      (iv)     provide timely notice to the other in writing of any  pending or\nthreatened  Tax  audits or assessments with respect to the Company for taxable \nperiods for which the other party may have liability, and furnish the other \nparty with copies of all correspondence received from any taxing authority in\nconnection with any Tax audit or information request with respect to any taxable\nperiod.\n\n(b) Commencing on the Closing Date, Newco Parent shall (and shall cause its\nSubsidiaries to) retain until 90 days after the expiration of any applicable\nstatutes of limitations, and the Company Parent shall have access to, and the\nright to copy, at its expense, during usual business hours upon reasonable prior\nnotice to Newco Parent, copies of all Tax Returns, work schedules and other\nbooks, records or information which Newco Parent or any of its Subsidiaries\npossesses relating to the Company and which may be reasonably required by the\nCompany Parent in connection with its Tax matters (including as may be necessary\nto enable the Company Parent to prepare for or to respond to any Tax audit).\n\n4.12     Insurance Matters.\n\n(a) Effective as of the Closing Date: (i) Company Parent will terminate or cause\nits Affiliates to terminate all coverage relating to the Company and its\nbusinesses, assets and current or former employees under the general corporate\npolicies of insurance, cancelable surety bonds and hold harmless agreements of\nCompany Parent for the benefit of the Company, the identities of and the terms\nof which shall be Previously Disclosed (provided that no such termination of\noccurrence liability policies shall be effected so as to prevent Newco (as\nsuccessor to the Company) from recovering under such policies for losses from\nevents occurring prior to the Closing Date); and (ii) Newco Parent shall become\nsolely responsible for all insurance coverage and related risk of loss based on\nevents occurring on and after the Closing Date with respect to the Company as\nmerged into Newco and its businesses, assets and current or former employees.\nCommencing as of the Closing Date, Newco Parent shall also be solely responsible\nfor, and shall indemnify, defend and save Company Parent and its Affiliates\nharmless from, all losses, liabilities, claims, damages and expenses relating to\nthe Company and its businesses, assets and current or former employees, except\nin instances in which such losses, liabilities, claims, damages and expenses\nrelate to matters resulting from a material breach of covenants and agreements\nthat was not known by Newco or Newco Parent as of the Closing Date, or the\nnon-disclosure of which was a material breach of representations and warranties\nthat was not known by Newco or Newco Parent as of the Closing Date, by the\nCompany or Company Parent under this Reorganization Agreement, the Plan of\nMerger, the Confidentiality Agreement or any ancillary agreement contained in\nAnnexes to this Reorganization Agreement.\n\n(b) Notwithstanding clause (a), to the extent that (i) any insurance policies\ncontrolled by Company Parent and its Affiliates (\"Company Parent's Insurance\nPolicies\"), cover any loss, liability, claim, damage or expense relating to the\nCompany or its businesses, assets and current or former employees (\"Company\nLiabilities\") and relating to or arising out of occurrences prior to the Closing\nDate and (ii) Company Parent's Insurance Policies continue after the Closing to\npermit claims to be made thereunder with respect to Company Liabilities relating\nto or arising out of occurrences prior to the Closing Date (\"Company Claims\"),\nCompany Parent shall cooperate and cause its Affiliates to cooperate with Newco\nParent and Newco in submitting Company Claims (or pursuing Company Claims\npreviously made) on behalf of Newco Parent or Newco under Company Parent's\nInsurance Policies; provided that Company Parent shall be under no obligation to\ncommence or maintain litigation to enforce any Company Claim and that Newco\nParent shall reimburse, indemnify and hold Company Parent and its Affiliates\nharmless from all liabilities, costs and expenses (including all present or\nfuture premiums, deductibles, legal and administrative costs, attorney's fees,\noverhead and costs of compliance under Company Parent's Insurance Policies) of\nany nature actually incurred by Company Parent or its Affiliates as a result of\nCompany Claims made under Company Parent's Insurance Policies. Upon the\nincurrence of any such liability, cost or expense relating to Company Claims\nmade under Company Parent's Insurance Policies and upon receipt from Company\nParent of a statement of the amount of such liabilities, costs and expenses in\nreasonable detail, from time to time, Newco Parent shall make payment promptly\nto Company Parent or its Affiliates of the amount indicated in such statement.\n\n(c) To the extent that, after the Closing Date, Newco Parent or Company Parent\nrequires any information regarding claim data, payroll or other information in\norder to make filings with insurance carriers or self insurance regulators,\nCompany Parent shall promptly supply such information to Newco Parent and Newco\nParent shall promptly supply such information to Company Parent.\n\n4.13     Assumption of Proceedings.\n\n                  Except for any matters relating to Taxes (which matters shall\nbe governed by the provisions of Section 4.11) and actions, suits or proceedings\ninstituted or pending against the Company or against any asset, interest or\nright of the Company that have not been Previously Disclosed (or arise after the\ndate hereof and are disclosed to Newco Parent prior to the Closing Date) as to\nwhich there is a reasonable probability of an unfavorable outcome and which, if\nsuch an unfavorable outcome was rendered, would have a Material Adverse Effect\non the Company, from and after the Closing Date, Newco Parent agrees to and\nshall, or shall cause Newco to, assume the defense of and indemnify and hold\nCompany Parent and its affiliates harmless from and against any and all actions,\nsuits, claims and administrative or other proceedings of every kind and nature\ninstituted or pending against Company Parent or any of its affiliates at any\ntime before or after the Closing Date that relate to or arise out of (but only\nto the extent that such proceedings relate to or arise out of) the assets,\nbusiness, operations, conduct, products and\/or employees (including former\nemployees) of the Company (and any predecessors), whether relating to or arising\nout of occurrences prior to or after the Closing Date. At the request of Company\nParent, Newco Parent shall assume and conduct the defense of any matters assumed\nby it pursuant to this Section and Company Parent and its Affiliates shall\ncooperate in such defense to the extent reasonably requested by Newco Parent.\n\n4.14     Intercompany Indebtedness and Intercompany Tax Settlement.\n\n(a) Except as set forth in Section 4.14(b), on or immediately prior to the\nClosing Date, the Company and Company Parent shall cause all intercompany\nindebtedness between the Company and Company Parent to be capitalized.\n\n(b) On or immediately prior to the Closing Date, the Company and Company Parent\nshall cause all intercompany Tax accounts to be settled and paid.\n\n4.15     Name and Mark.\n\n(a) From and after the Closing Date, Newco and Newco Parent shall not own or\nlicense any rights to, the name \"DynCorp\", any derivative of the name \"DynCorp\"\n(including, without limitation, the use of any product name containing a\nderivative of the name \"DynCorp\") or any other name, designation or symbol which\nconsists of or includes any trade name, trademark or service mark owned or used\nby Company Parent or any of its Subsidiaries (including the Company) prior to\nthe Closing Date, and shall not own or license any rights to use any other\ndesignation indicating affiliation after the Closing Date with Company Parent or\nany of its Subsidiaries. From and after the Closing Date, Newco and Newco\nParent, at their own expense, shall cause the Company\/Newco to change all names\non all signage and all stationery, contracts, and other business forms and\ndocuments to names which (i) do not use the name \"DynCorp\", any derivative of\nthe name \"DynCorp\" or any other name, designation or symbol which consists of or\nincludes any trade name, trademark or service mark owned or used by Company\nParent or any of its Subsidiaries (including the Company) prior to the Closing\nDate and (ii) are not in any way similar to the name of Company Parent or any of\nits Subsidiaries; provided, however, that Newco shall have the right to use\nexisting stationary, forms, labels, product literature, invoices, purchase\norders and other similar documents containing the name of the Company until the\nearlier of 60 days after the Closing or such time as such supplies are\nexhausted. Upon Company Parent's request therefor, Newco Parent will provide\nCompany Parent with a certificate signed on behalf of Newco Parent by an\nappropriate officer thereof to the effect that the provisions of paragraph (a)\nof this Section 4.15 have been complied with.\n\n(b) Newco and Newco Parent acknowledge that a breach of their obligations under\nthis Section 4.15 would cause Company Parent irreparable injury and that damages\nwould be inadequate, and that therefore Company Parent shall have the right to\nan injunction or other equitable relief in any court of competent jurisdiction\nenjoining such breach. The existence and exercise of this right shall not\npreclude any other rights and remedies Company Parent may have at law or in\nequity or otherwise.\n\n4.16     Post-Closing Cooperation; Surety Bonds.\n\n(a) Company Parent, Newco and Newco Parent agree that so long as any books,\nrecords and files relating to the business, properties, assets or operations of\nthe Company, to the extent that they pertain to the operations of the Company\nprior to the Closing Date, remain in existence and available (which shall be for\na period of not less than six years after the Closing Date, or such longer\nperiod as may be required by applicable law), each party (at its expense) shall\nhave the right to inspect and to make copies of the same at any time during\nnormal business hours for any proper purpose.\n\n(b) Company Parent agrees that it shall preserve, through and for a period not\nto exceed 365 days after the Closing Date, all surety or other bonds that are\ncurrently in place with respect to any outstanding contracts and agreements to\nwhich the Company is a party; provided, that Newco and Newco Parent use their\ngood faith best efforts to replace Company Parent's role in support of such\nsurety or other bonds as soon as reasonably practicable following the Closing\nDate and provided further that Newco Parent shall indemnify and hold Company\nParent and its affiliates harmless from and against any and all losses and\ndamages relating to, or claims under, any of such surety or other bonds that\nhave been so preserved.\n\n4.17     Working Capital Facility.\n\n         Newco Parent shall use its best efforts to secure a firm irrevocable\nfinancing commitment and\/or credit facility on prevailing market terms and\nconditions under which, collectively, no less that $20 million of financing will\nbe available to Newco to support and finance its operations for a period of at\nleast 2 years subsequent to the Closing (the \"Financing\"), contingent only upon\nthe Closing. Company Parent shall cooperate in supporting Newco Parent's efforts\nin this regard.\n\n4.18     Management Matters.\n\n         On or before the Closing Date, Company Parent and Newco Parent shall\nagree as to the officers of Newco following the Merger and thereafter Company\nParent shall use its best efforts to cause any officers of the Company who are\nnot to continue as officers of Newco following the Merger to resign such\noffices; provided, however, that all costs associated with any such severance\nshall be accrued on the books of the Company and paid by Newco following the\nMerger.\n\n4.19     Guarantee Covenant.\n\n(a) Company Parent shall use good faith reasonable efforts to obtain the release\nof the Company for each and every guarantee by the Company of obligations of\nCompany Parent or an Affiliate of Company Parent. If Company Parent is unable to\neffect such a release with respect to such guarantees after using good faith\nreasonable efforts to do so, Company Parent hereby agrees to indemnify Newco\nParent and Newco from any losses or damages arising from such guarantees.\n\n(b) Newco Parent shall use good faith reasonable efforts to obtain the release\nof Company Parent and its Affiliates for each and every guarantee by Company\nParent or an Affiliate of Company Parent of obligations of the Company. If Newco\nParent is unable to effect such a release with respect to such guarantees after\nusing good faith reasonable efforts to do so, Newco Parent hereby agrees to\nindemnify Company Parent and all Affiliates of Company Parent and Newco from any\nlosses or damages arising from such guarantees. Without limiting the foregoing,\nafter the Closing Date, Newco Parent and Newco will not, and will not permit any\nof their Affiliates to, renew, extend, amend or supplement any loan, contract,\nlease or other obligation that is covered by any such guarantee without\nproviding Company Parent with evidence reasonably satisfactory to Company Parent\nthat the guarantees by Company Parent and its Affiliates have been released. Any\ncash or other collateral posted by Company Parent or an Affiliate of Company\nParent (other than the Company) in respect of any such guarantee shall be\ndelivered to Company Parent.\n\n4.20     TechServ Agreement.\n\n         Neither Company Parent nor the Company shall take any action to\nterminate or cancel the Agreement, to be dated as of October 1, 2000 between the\nCompany and TechServ LLC, other than in the event of a breach of such agreement\nby TechServ LLC. 4.21 Non-Competition.\n\n         Company Parent agrees that neither it nor any of its Subsidiaries\nshall, for a period of three (3) years after the Closing Date, compete directly\nor indirectly with Newco or Newco Parent and its Subsidiaries (including,\nwithout limitation, by seeking business opportunities, responding to requests\nfor bids or other proposals, and by performing contracts) for revenue producing\nservice contracts with state and local government agencies in the state and\nlocal government markets (which shall refer to vertical lines of business and\nnot geographic areas) in which the Company and Newco Parent's Subsidiaries are\nactively engaged in business as of the Closing Date; provided, however, that\nsuch restriction shall not apply, and Company Parent and its Subsidiaries shall\nbe free at all times to pursue and perform any and all of the following\ncontracts secured before, during and after the aforementioned restriction\nperiod:\n\n(a)      Contracts and business in the  health-related,  transportation,  law  \nenforcement and public safety markets pursued by Company Parent's  Subsidiaries,\nAdvanceMed  Corporation,  DynRide  LLC,  DynCorp  Information  and  Enterprise \nTechnology,  Inc.  and DynCorp Information Systems, respectively;\n\n(b) Any and all business that is conducted by Company Parent or any of its\nSubsidiaries under or in connection with, or as an outgrowth of, any federal\ngovernment contract regardless of when awarded to Company Parent or a\nSubsidiary;\n\n(c) Any and all business that is conducted by Company Parent or any of its\nSubsidiaries under any non-federal government contract that is in effect as of\nthe Closing Date (other than contracts that are currently being performed, or\nare presently contemplated to be performed, by the Company);\n\n(d) Any and all business that is conducted at any time by any business or entity\nthat may be acquired by Company Parent or any of its Subsidiaries, so long as\nthe aggregate revenue of such business or entity from contracts with state and\nlocal governments does not exceed, in the year of acquisition, more than the\nlesser of 15% of total annual revenue of such acquired business or entity or\n$7,500,000;\n\n(e) Any and all business that is conducted by an Affiliate of Company Parent\nthat is not a Subsidiary consolidated with Company Parent (or its parent) for\nfinancial reporting purposes;\n\n(f) Any and all business that is conducted by (i) any Subsidiary of Company\nParent subsequent to Company Parent's complete divestiture of such Subsidiary or\n(ii) any non-affiliated third party that purchases any portion of Company\nParent's or any of its Subsidiaries' business;\n\n(g) Any and all business under contracts or proposals of any Subsidiary of\nCompany Parent (other than the Company) outstanding as of the Closing Date with\nother than state and local government agencies, but for services ultimately\nbeneficial, directly or indirectly, to a state or local government;\n\n(h) Contracts to provide information technology desk top or \"seat\" management\nhardware and services to a state or local government agency if, after reasonable\nnotice of the opportunity by Company Parent or a Subsidiary to Newco or Newco\nParent, Newco or Newco Parent has failed to actively seek or pursue such\nopportunity; and\n\n(i) Investments in any business that may be involved in providing services to\nstate and local government agencies so long as the securities of such businesses\nare publicly traded and the aggregate investment by Company Parent does not\nexceed 1% of the total outstanding securities in which the investment is made.\n\n4.22     Outstanding Common Stock Equivalents.\n\n         Newco Parent shall take all action necessary to ensure that effective\nas of the Closing Date, the terms of all options, warrants, rights or other\nsecurities of Newco Parent or any Subsidiary of Newco Parent that are\nconvertible into shares of Newco Parent Common Stock have been amended or\nmodified in such a manner that such options, warrants, rights or other\nsecurities are convertible into shares of Class A Common Stock, par value\n$0.0001 per share, of Newco Parent.\n\n4.23     Company Financial Statements.\n\n         Within thirty (30) days following the Closing Date, Company Parent and\nthe Company shall deliver to Newco Parent audited and unaudited financial\nstatements of the Company necessary to meet applicable Securities Laws\nrequirements for inclusion in the Proxy Statement, which audited financial\nstatements shall include, but not be limited to, balance sheets for each of the\nCompany's last two fiscal years and related statements of income, cash flow and\nequity for each of the last three fiscal years, necessary footnote disclosure\nand an unqualified opinion from an independent certified public accountant\nreasonably acceptable to Newco Parent.\n\nArticle V.\n                              CONDITIONS PRECEDENT\n\n5.1      Conditions Precedent to Obligations of Newco Parent, Newco, Company\nParent and the Company\n\n         The respective obligations of the parties to effect the Merger shall be\nsubject to satisfaction or waiver of the following conditions at or prior to the\nClosing Date:\n\n(a) All corporate action necessary to authorize the execution, delivery and\nperformance of this Reorganization Agreement and the Plan of Merger and\nconsummation of the transactions contemplated hereby and thereby shall have been\nduly and validly taken;\n\n(b) The parties hereto shall have received all regulatory approvals required or\nmutually deemed necessary in connection with the transactions contemplated by\nthis Reorganization Agreement and the Plan of Merger, all notice periods and\nwaiting periods required after the granting of any such approvals shall have\npassed and all conditions contained in any such approval required to have been\nsatisfied prior to consummation of such transactions shall have been satisfied,\nprovided, however, that no such approval shall have imposed any condition or\nrequirement that, in the reasonable good faith opinion of the Board of Directors\nof Newco Parent or the Company so materially and adversely affects the\nanticipated economic benefits to Newco Parent or the Company, respectively, of\nthe transactions contemplated by this Agreement as to render consummation of\nsuch transactions inadvisable;\n\n(c) To the extent that any lease, license, loan, financing agreement or other\ncontract or agreement to which the Company, Company Parent, Newco Parent or\nNewco is a party requires the consent of or waiver from the other party thereto\nas a result of the transactions contemplated by this Agreement, such consent or\nwaiver shall have been obtained, unless the failure to obtain such consents or\nwaivers, individually or in the aggregate, would not have a Material Adverse\nEffect on Newco Parent;\n\n(d) None of the parties hereto shall be subject to any order, decree or\ninjunction of a court or agency of competent jurisdiction which enjoins or\nprohibits the consummation of the transactions contemplated by this\nReorganization Agreement and the Plan of Merger;\n\n(e) Company Parent shall have received an opinion of Arnold &amp; Porter, and Newco\nParent shall have received an opinion of Nixon Peabody LLP, in each case in form\nand substance reasonably satisfactory to the Company Parent and Newco Parent, as\nthe case may be, dated as of the Closing Date, substantially to the effect that,\non the basis of facts, representations and assumptions set forth or referred to\nin such opinion, the Merger will be treated for federal income tax purposes as a\nreorganization within the meaning of Section 368(a) of the Code. The issuance of\nsuch opinions shall be conditioned on the receipt of tax representation letters\nfrom each of the Company, Newco Parent, Newco, and the Company Parent, which\nletters shall be in such form and substance as may reasonably be required by\nArnold &amp; Porter and Nixon Peabody LLP. Each such tax representation letter shall\nbe dated on or before the date of such opinion and shall not have been withdrawn\nor modified in any material respect as of the date of such opinion. Arnold &amp; Porter and Nixon Peabody LLP shall, in rendering their opinions, be entitled to\nrely on the facts, representations and assumptions contained in such letters.\n\n5.2      Conditions Precedent to Obligations of the Company and Company Parent\n\n         The obligations of the Company and Company Parent to effect the Merger\nshall be subject to satisfaction of the following additional conditions at or\nprior to the Closing Date unless waived by the Company and Company Parent\npursuant to Section 6.4 hereof:\n\n(a) The representations and warranties of Newco Parent and Newco contained in\nthis Agreement shall be true and correct in all material respects as of the date\nof this Reorganization Agreement (except that representations and warranties\nqualified by materiality or Material Adverse Effect shall be true and correct in\nall respects), and the representations and warranties of Newco Parent and Newco\ncontained in this Reorganization Agreement shall be true and correct in all\nmaterial respects as of the Closing Date as though made on and as of the Closing\nDate (except that representations and warranties qualified by materiality or\nMaterial Adverse Effect shall be true and correct in all respects) except for\nchanges specifically contemplated by this Reorganization Agreement and except\nfor those representations and warranties that address matters only as of a\nparticular date, which shall remain true and correct in all material respects\n(except that representations and warranties qualified by materiality or Material\nAdverse Effect shall be true and correct in all respects) as of such particular\ndate, with the same force and effect as if made on and as of the Closing Date;\n\n(b) Since the date of this Agreement, there shall have been no material adverse\nchange in the financial condition, business, assets or operations of Newco\nParent and its Subsidiaries, taken as a whole;\n\n(c)      The Financing shall have been secured in form and substance reasonably\nacceptable to Company Parent;\n\n(d)      Newco Parent shall have executed and delivered the Registration Rights \nAgreement;\n\n(e)      The certificate of incorporation and bylaws of Newco Parent shall have\nbeen amended substantially as set forth in Annex D;\n                                                                   \n\n(f) Newco Parent and Newco shall have entered into a transition services\nagreement with Company Parent, in a form reasonably satisfactory to Company\nParent, Newco and Newco Parent;\n\n(g)      Newco Parent shall have entered into an employment agreement \n(including an intellectual  property  assignment),  effective on or before the\nClosing Date,  with Steve Ross as Chief  Executive  Officer of Newco Parent \nhaving a term of no less than three years, in form and substance reasonably \nsatisfactory to Company Parent and Mr. Ross;\n\n(h) Newco Parent and Newco shall have in all material respects performed all\nobligations and complied with all covenants required by this Reorganization\nAgreement and the Plan of Merger to be performed or complied with at or prior to\nthe Closing Date; and\n\n(i) Each of Newco Parent and Newco shall have delivered to the Company a\ncertificate, dated the Closing Date and signed by its respective Chairman, CEO,\nExecutive Vice President or Senior Vice President to the effect that the\nconditions set forth in paragraphs (a) through (g) of this section have been\nsatisfied.\n\n5.3      Conditions Precedent to Obligations of Newco Parent and Newco\n\n         The respective obligations of Newco Parent and Newco to effect the\nMerger shall be subject to satisfaction of the following additional conditions\nat or prior to the Closing Date unless waived by Newco Parent pursuant to\nSection 6.4 hereof:\n\n(a) The representations and warranties of Company Parent and the Company\ncontained in this Agreement shall be true and correct in all material respects\nas of the date of this Reorganization Agreement (except that representations and\nwarranties qualified by materiality or Material Adverse Effect shall be true and\ncorrect in all respects), and the representations and warranties of Company\nParent and the Company contained in this Reorganization Agreement shall be true\nand correct in all material respects as of the Closing Date as though made on\nand as of the Closing Date (except that representations and warranties qualified\nby materiality or Material Adverse Effect shall be true and correct in all\nrespects) except for changes specifically contemplated by this Reorganization\nAgreement and except for those representations and warranties that address\nmatters only as of a particular date, which shall remain true and correct in all\nmaterial respects (except that representations and warranties qualified by\nmateriality or Material Adverse Effect shall be true and correct in all\nrespects) as of such particular date, with the same force and effect as if made\non and as of the Closing Date;\n\n(b) The Company and Company Parent shall have in all material respects performed\nall obligations and complied with all covenants required by this Reorganization\nAgreement and the Plan of Merger to be performed or complied with at or prior to\nthe Closing Date;\n\n(c) Since the date of this Agreement, there shall have been no material adverse\nchange in the financial condition, business, assets or operations of the\nCompany;\n\n(d) The Company shall have entered into a strategic alliance agreement with\nDynRide LLC, in a form reasonably satisfactory to Company Parent and Newco\nParent;\n\n(e) Company Parent shall have entered into a transition services agreement with\nNewco and Newco Parent, in a form reasonably satisfactory to Company Parent,\nNewco and Newco Parent;\n\n(f)      The Financing shall have been secured in form and substance reasonably\nacceptable to Newco Parent; and\n\n(g) The Company shall have delivered to Newco Parent and Newco a certificate,\ndated the Closing Date and signed by its President or any Vice President to the\neffect that the conditions set forth in paragraphs (a) through (f) of this\nsection have been satisfied.\n\nArticle VI.\n                        TERMINATION, WAIVER AND AMENDMENT\n\n6.1      Termination\n\n         This Reorganization Agreement and the Plan of Merger may be terminated,\neither before or after approval by the stockholders of the Company or Newco\nParent:\n\n(a)      At any time on or prior to the Effective Date, by the mutual consent\nin writing of the parties hereto;\n\n(b) At any time on or prior to the Closing Date, by Newco Parent in writing, if\nthe Company or Company Parent has, or by the Company in writing, if Newco Parent\nor Newco has, in any material respect, breached (i) any covenant or agreement\ncontained herein or in the Plan of Merger or (ii) any representation or warranty\ncontained herein, and in either case if (x) such breach has not been cured by\nthe earlier of 30 days after the date on which written notice of such breach is\ngiven to the party committing such breach or the Closing Date and (y) such\nbreach would entitle the non-breaching party not to consummate the transactions\ncontemplated hereby under Article V hereof;\n\n(c) At any time, by any party hereto in writing, if the applications for prior\napproval referred to in Section 4.3 hereof have been finally denied, and the\ntime period for appeals and requests for reconsideration has run, or if any\ngovernmental entity of competent jurisdiction shall have issued a final\nnonappealable order enjoining or otherwise prohibiting the Merger;\n\n(d) At any time, by any party hereto in writing, if the stockholders of Newco\nParent do not approve the transactions contemplated herein and the amendment of\nits certificate of incorporation and bylaws as contemplated herein at the\nspecial meeting duly called for that purpose; or\n\n(e) By any party hereto in writing, if the Closing Date has not occurred by the\nclose of business on October 31, 2001 unless the failure of the Closing to occur\nby such date shall be due to the failure of the party seeking to terminate this\nAgreement to perform or observe the covenants and agreements set forth herein.\n6.2      Effect of Termination\n\n(a) In the event this Reorganization Agreement and the Plan of Merger is\nterminated pursuant to Section 6.1 hereof, this Agreement and the Plan of Merger\nshall become void and have no effect, except that (i) the provisions relating to\nconfidentiality and expenses set forth in Sections 4.5 and 7.1 hereof,\nrespectively, shall survive any such termination and (ii) a termination pursuant\nto Section 6.1(b)(i) or (b)(ii) shall not relieve the breaching party from\nliability for an uncured willful breach of such covenant or agreement or\nrepresentation or warranty giving rise to such termination.\n\n(b) If this Agreement is terminated pursuant to Section 6.1(b)(i) or (b)(ii),\nthe breaching party shall reimburse the non-breaching party for all reasonable\nout-of pocket expenses incurred by the non-breaching party and its Affiliates\n(including, without limitation, legal and accounting fees and fees payable to\nbanks and other financial institutions and advisers) or on its behalf in\nconnection with the negotiation, preparation, execution and performance of this\nAgreement and the transactions contemplated hereby up to an aggregate of\n$300,000. For purposes of this Section 6.2(b), Newco and Newco Party shall be\nconsidered to be one party and the Company and Company Parent shall be\nconsidered to be the other party.\n\n(c) If this Agreement is terminated pursuant to Section 6.1(d), Newco Parent\nshall reimburse the Company and Company Parent for all reasonable out-of pocket\nexpenses incurred by the Company and Company Parent and their Affiliates\n(including, without limitation, legal and accounting fees and fees payable to\nbanks and other financial institutions and advisers) or on their behalf in\nconnection with the negotiation, preparation, execution and performance of this\nAgreement and the transactions contemplated hereby up to an aggregate of\n$300,000.\n\n6.3      Survival of Representations, Warranties and Covenants\n\n         All representations, warranties and covenants in this Reorganization\nAgreement and the Plan of Merger or in any instrument delivered pursuant hereto\nor thereto shall expire on, and be terminated and extinguished at, the Effective\nDate other than covenants that by their terms are to survive or be performed\nafter the Effective Date.\n\n6.4      Waiver\n\n         Except where not permitted by law, Newco Parent and Company Parent,\nrespectively, by written instrument signed by an executive officer of such\nparty, may at any time (whether before or after approval of this Reorganization\nAgreement and the Plan of Merger by the stockholders of Newco Parent and the\nCompany) extend the time for the performance of any of the obligations or other\nacts of the Company or Company Parent, on the one hand, or Newco Parent or\nNewco, on the other hand, and may waive (i) any inaccuracies of such parties in\nthe representations or warranties contained in this Agreement, the Plan of\nMerger or any document delivered pursuant hereto or thereto, (ii) compliance\nwith any of the covenants, undertakings or agreements of such parties, or\nsatisfaction of any of the conditions precedent to its obligations, contained\nherein or in the Plan of Merger or (iii) the performance by such parties of any\nof its obligations set out herein or therein.\n\n6.5      Amendment or Supplement\n\n         This Reorganization Agreement and the Plan of Merger may be amended or\nsupplemented at any time only by mutual agreement of the parties hereto or\nthereto. Any such amendment or supplement must be in writing and approved by\ntheir respective boards of directors and\/or officers authorized thereby and\nshall be subject to the proviso in Section 6.4 hereto.\n\nArticle VII.\n                                  MISCELLANEOUS\n\n7.1      Expenses\n\n         Each party hereto shall bear and pay all costs and expenses incurred by\nit in connection with the transactions contemplated in this Reorganization\nAgreement, including fees and expenses of its own financial consultants,\naccountants and counsel.\n\n7.2      Entire Agreement\n\n         This Reorganization Agreement and the Plan of Merger contain the entire\nagreement between the parties with respect to the transactions contemplated\nhereunder and thereunder and supersede all prior arrangements or understandings\nwith respect thereto, written or oral, other than documents referred to herein\nor therein and the Confidentiality Agreements. The terms and conditions of this\nReorganization Agreement and the Plan of Merger shall inure to the benefit of\nand be binding upon the parties hereto and thereto and their respective\nsuccessors. Except as specifically set forth herein, or in the Plan of Merger,\nnothing in this Reorganization Agreement or the Plan of Merger, expressed or\nimplied, is intended to confer upon any party, other than the parties hereto and\nthereto, and their respective successors, any rights, remedies, obligations or\nliabilities. This Reorganization Agreement and the Plan of Merger, taken\ntogether, shall constitute a plan of reorganization within the meaning of\nSection 368 of the Code. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE\nREPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, EACH PARTY HERETO DISCLAIMS\nALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES WHETHER EXPRESS OR IMPLIED.\nNO PARTY MAKES ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS\nFOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER. The\nrepresentations and warranties are included in this Agreement as a matter of\nrisk allocation only and the inaccuracy or breach of any representation and\nwarranty in no event shall be used as evidence of or be deemed to constitute bad\nfaith, misconduct, misrepresentation or fraud even if it is shown that the party\nmaking such representation or warranty knew or should have known that it was\nincorrect when made. Each party acknowledges that no other party nor any of its\nrepresentatives or any other person has made any representation or warranty,\nexpress or implied, as to the accuracy or completeness of any memoranda, charts\nor summaries heretofore made available by one party or its representatives to\nany other party or any other information which is not included in this Agreement\nor the documents referred to herein, and no party nor any of its representatives\nor any other person will have or be subject to any liability to another party or\nany other person resulting from the distribution of any such information to, or\nuse of any such information. No party makes any representations or warranties\nwith respect to any estimates, projections, forecasts or forward-looking\ninformation provided to another party. There is no assurance that any estimated,\nprojected or forecasted results will be achieved. It is understood that any cost\nestimates, forecasts, projections or other predictions contained or referred to\nin any materials that have been or shall hereafter be provided to a party are\nnot and shall not be deemed to be representations or warranties by the party\nproviding such information. Each party acknowledges that (i) there are\nuncertainties inherent in attempting to make such estimates, projections and\nother predictions, (ii) it is familiar with such uncertainties, (iii) it is\ntaking full responsibility for making its own evaluation of the adequacy and\naccuracy of all estimates, projections and other predictions so furnished to it,\nand (iv) it shall have no claim against any other party or any of its officers,\ndirectors, or agents with respect thereto.\n\n7.3      No Assignment\n\n         No party hereto may assign any of its rights or obligations under this\nReorganization Agreement to any other person.\n\n7.4      Notices\n\n         All notices or other communications which are required or permitted\nhereunder shall be in writing and sufficient if delivered personally or sent by\nfacsimile transmission or overnight express or by registered or certified mail,\npostage prepaid, addressed as follows:\n\n         If to the Company or Company Parent:\n\n                    DynCorp\n                    11710 Plaza America Drive\n                    Reston, VA 20190\n\n                    Attn: David L. Reichardt\n                    Facsimile No.: (703) 261-5074\n\n                    With a required copy to:\n                    Arnold &amp; Porter\n                    555 Twelfth Street, N.W.\n                    Washington, DC 20004\n                    Attn: Steven Kaplan, Esquire\n                    Facsimile No.: (202) 942-5999\n\n         If to Newco Parent or Newco:\n\n                    Tekinsight.com, Inc.\n                    18881 Von Karman Avenue, Suite 250\n                    Irvine, CA 92612\n\n                    Attn: James Linesch\n                    Facsimile No.: (949) 955-0086\n\n         With a required copy to:\n\n                    Nixon Peabody LLP\n                    437 Madison Avenue\n                    New York, NY  10022\n                    Attn: Peter W. Rothberg, Esquire\n                    Facsimile No.: (212) 940-3111\n\n7.5      Captions\n\n         The captions contained in this Reorganization Agreement are for\nreference purposes only and are not part of this Reorganization Agreement.\n\n7.6      Counterparts\n\n         This Reorganization Agreement may be executed in any number of\ncounterparts, and each such counterpart shall be deemed to be an original\ninstrument, but all such counterparts together shall constitute but one\nagreement.\n\n7.7      Governing Law\n\n         This Reorganization Agreement shall be governed by and construed in\naccordance with the laws of the State of Delaware applicable to agreements made\nand entirely to be performed within such jurisdiction, except to the extent\nfederal law may be applicable.\n\n7.8      Severability\n\n         If any provision of this Agreement or the application of any such\nprovision is held invalid, illegal or unenforceable in any jurisdiction, such\ninvalidity, illegality or unenforceability shall not affect any such provision\nof this Agreement or invalidate or render unenforceable such provision in any\nother jurisdiction. In the event that any provision of this Agreement shall be\nfinally determined by a court of competent jurisdiction to be unenforceable,\nsuch court shall have jurisdiction to reform this Agreement so that it is\nenforceable to the maximum extent permitted by law and the parties shall abide\nby such court's determination.\n\n         [Remainder of this page left intentionally blank.]\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound\nhereby, have caused this Reorganization Agreement to be executed in counterparts\nby their duly authorized officers, all as of the day and year first above\nwritten.\n\n\n                     DYNCORP MANAGEMENT RESOURCES INC.\n\n\n\n                     By  ---------------------------------------------------\n                     Name:   David L. Reichardt\n                     Title:  Senior Vice President\n\n\n\n                     NEWPORT ACQUISITION CORP.\n\n\n\n                     By  ---------------------------------------------------\n                     Name: Steven J. Ross\n                     Title:   CEO\n\n\n\n                     TEKINSIGHT.COM, INC.\n\n\n\n                     By  ---------------------------------------------------\n                     Name: Steven J. Ross\n                     Title:   CEO\n\n\n\n\n                     DYNCORP\n\n\n\n                     By  ---------------------------------------------------\n                     Name: David L. Reichardt\n                     Title:   Senior Vice President\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7380,7382],"corporate_contracts_industries":[9505],"corporate_contracts_types":[9622,9626],"class_list":["post-43177","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dyncorp","corporate_contracts_companies-dyntek-inc","corporate_contracts_industries-services__management","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\/43177","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=43177"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43177"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43177"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43177"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}