{"id":43216,"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-va-linux-systems-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-va-linux-systems-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-va-linux-systems-inc-and.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; VA Linux Systems Inc. and Andover.Net Inc."},"content":{"rendered":"<pre>\n                      AGREEMENT AND PLAN OF REORGANIZATION\n\n                                  BY AND AMONG\n\n                             VA LINUX SYSTEMS, INC.\n\n                            ATLANTA ACQUISITION CORP.\n\n                                       AND\n\n                                ANDOVER.NET, INC.\n\n                          Dated as of February 2, 2000\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                                                          Page\n\nARTICLE I THE MERGER.........................................................1\n\n         1.1      The Merger.................................................1\n         1.2      Effective Time; Closing....................................2\n         1.3      Effect of the Merger.......................................2\n         1.4      Certificate of Incorporation; Bylaws.......................2\n         1.5      Directors and Officers.....................................3\n         1.6      Effect on Capital Stock....................................3\n         1.7      Surrender of Certificates..................................4\n         1.8      No Further Ownership Rights in Company Common Stock........5\n         1.9      Lost, Stolen or Destroyed Certificates.....................6\n         1.10     Tax Consequences...........................................6\n         1.11     Taking of Necessary Action; Further Action.................6\n\nARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................7\n\n         2.1      Organization of the Company................................7\n         2.2      Company Capital Structure..................................8\n         2.3      Obligations With Respect to Capital Stock..................9\n         2.4      Authority; Non-Contravention..............................10\n         2.5      SEC Filings; Company Financial Statements; \n                   No Undisclosed Liabilities...............................12\n         2.6      Absence of Certain Changes or Events......................13\n         2.7      Taxes.....................................................13\n         2.8      Title to Properties; Absence of Liens and Encumbrances....15\n         2.9      Intellectual Property.....................................16\n         2.10     Compliance; Permits; Restrictions.........................19\n         2.11     Litigation................................................19\n         2.12     Brokers' and Finders' Fees................................20\n         2.13     Transactions with Affiliates..............................20\n         2.14     Employee Benefit Plans....................................20\n         2.15     Environmental Matters.....................................24\n         2.16     Year 2000 Compliance......................................25\n         2.17     Agreements, Contracts and Commitments.....................25\n         2.18     [RESERVED]................................................27\n         2.19     Disclosure................................................27\n         2.20     Board Approval............................................27\n         2.21     Fairness Opinion..........................................27\n         2.22     Restrictions on Business Activities.......................27\n         2.23     Insurance.................................................28\n         2.24     State Takeover Statutes...................................28\n\n\n\n\n\n\n\n\nARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB.........28\n\n         3.1      Organization and Qualification; Subsidiaries..............28\n         3.2      Certificate of Incorporation and Bylaws...................28\n         3.3      Capitalization............................................29\n         3.4      Authority; Non-Contravention..............................29\n         3.5      SEC Filings; Parent Financial Statements..................30\n         3.6      Absence of Certain Changes or Events......................31\n         3.7      Tax.......................................................31\n         3.8      Compliance; Permits; Restrictions.........................32\n         3.9      Litigation................................................32\n         3.10     Agreements, Contracts and Commitments.....................33\n         3.11     Registration Statement; Proxy Statement...................33\n         3.12     Board Approval............................................33\n         3.13     Benefit Plans.............................................33\n\nARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME..............................33\n\n         4.1      Conduct of Business by the Company........................33\n         4.2      Conduct of Business by Parent.............................36\n\nARTICLE V ADDITIONAL AGREEMENTS.............................................36\n\n         5.1      Prospectus\/Proxy Statement; Registration Statement;\n                    Other Filings...........................................36\n         5.2      Meeting of Company Stockholders...........................37\n         5.3      Registration Rights.......................................39\n         5.4      Confidentiality; Access to Information....................39\n         5.5      No Solicitation...........................................39\n         5.6      Public Disclosure.........................................41\n         5.7      Reasonable Efforts; Notification..........................41\n         5.8      Third Party Consents......................................42\n         5.9      Stock Options and Employee Benefits.......................42\n         5.10     Form S-8..................................................44\n         5.11     Indemnification...........................................44\n         5.12     Invention Assignment Agreement............................44\n         5.13     Nasdaq Listing............................................45\n         5.14     Company Affiliate Agreement...............................45\n         5.15     Option Assumption Agreement...............................45\n         5.16     1999 Stock Option Plan....................................45\n\nARTICLE VI CONDITIONS TO THE MERGER.........................................45\n\n         6.1      Conditions to Obligations of Each Party to \n                    Effect the Merger.......................................45\n         6.2      Additional Conditions to Obligations of the Company.......46\n         6.3      Additional Conditions to the Obligations of Parent \n                    and Merger Sub..........................................47\n\nARTICLE VII TERMINATION, AMENDMENT AND WAIVER...............................48\n\n         7.1      Termination...............................................48\n         7.2      Notice of Termination; Effect of Termination..............49\n         7.3      Fees and Expenses.........................................50\n         7.4      Amendment.................................................51\n         7.5      Extension; Waiver.........................................51\n\nARTICLE VIII GENERAL PROVISIONS.............................................51\n\n         8.1      Non-Survival of Representations and Warranties............51\n         8.2      Notices...................................................51\n         8.3      Interpretation; Knowledge.................................52\n         8.4      Counterparts..............................................53\n         8.5      Entire Agreement; Third Party Beneficiaries...............53\n         8.6      Severability..............................................53\n         8.7      Other Remedies; Specific Performance......................53\n         8.8      Governing Law.............................................54\n         8.9      Rules of Construction.....................................54\n         8.10     Assignment................................................54\n         8.11     WAIVER OF JURY TRIAL......................................54\n\n\n\n\n\n\n\n\nHWD2 755164v2\n\n                                INDEX OF EXHIBITS\n\nExhibit A.........Company Voting Agreement\n\nExhibit B.........List of Company Affiliates\n\nExhibit C.........Affiliate Agreement\n\nExhibit D.........Form of Non-Competition\/Non-Solicitation Agreement\n\nExhibit E.........List of Key Employees\n\nExhibit F.........Form of Employee Agreement\n\nExhibit G.........Form of Contractor Agreement\n\n\n\n\n\n\n\n                                                   \n\nHWD2 755164v2\n\nHWD2 755164v2\n\n                      AGREEMENT AND PLAN OF REORGANIZATION\n\n     This  AGREEMENT AND PLAN OF  REORGANIZATION  is made and entered into as of\nFebruary  2,  2000,  among  VA  Linux  Systems,  Inc.,  a  Delaware  corporation\n(\"Parent\"), Atlanta Acquisition Corp., a Delaware corporation and a wholly-owned\nsubsidiary  of  Parent  (\"Merger  Sub\"),  and  Andover.Net,   Inc.,  a  Delaware\ncorporation (the \"Company\").\n\n                                    RECITALS\n\n         A........Upon the terms and subject to the conditions of this Agreement\nand in accordance with the Delaware  General  Corporation Law (\"Delaware  Law\"),\nParent,  Merger Sub and the Company intend to enter into a business  combination\ntransaction.\n\n         B........The  Board of Directors of the Company (i) has determined that\nthe Merger (as defined in Section 1.1) is consistent  with and in furtherance of\nthe  long-term  business  strategy  of the  Company and fair to, and in the best\ninterests  of,  the  Company  and  its  stockholders,  (ii)  has  approved  this\nAgreement, the Merger and the other transactions  contemplated by this Agreement\nand (iii) has determined to recommend that the stockholders of the Company adopt\nand approve this Agreement and approve the Merger.\n\n         C........Concurrently  with the execution of this  Agreement,  and as a\ncondition and  inducement to Parent's and Company's  respective  willingness  to\nenter into this  Agreement,  certain  stockholders  of Company are entering into\nVoting  Agreements in  substantially  the form attached hereto as Exhibit A (the\n\"Company Voting Agreements\").\n\n         D........The  parties intend,  by executing this Agreement,  to adopt a\nplan of reorganization within the meaning of Section 368 of the Internal Revenue\nCode of 1986, as amended (the \"Code\").\n\n         E........As an inducement for Parent to enter into this Agreement, each\nof the  individuals  set forth on Exhibit E hereof (the \"Key  Employees\")  shall\nexecute the form of  Non-Competition\/Non-Solicitation  Agreement attached hereto\nas Exhibit F.\n\n         NOW,  THEREFORE,  in  consideration  of  the  covenants,  promises  and\nrepresentations set forth herein, and for other good and valuable consideration,\nthe receipt and sufficiency of which are hereby acknowledged,  the parties agree\nas follows:\n\n                                    ARTICLE I\n\n                                   THE MERGER\n\n         1.1......The Merger.\n                  ----------\n\n                  (a)......At the Effective Time (as defined in Section 1.2) and\nsubject  to and  upon  the  terms  and  conditions  of  this  Agreement  and the\napplicable  provisions of Delaware Law, Merger Sub shall be merged with and into\nthe Company (the \"Merger\"), the separate corporate existence of Merger Sub shall\ncease and the Company shall continue as the surviving  corporation.  The Company\nas the surviving  corporation after the Merger is hereinafter sometimes referred\nto as the \"Surviving Corporation.\"\n\n                  (b)......Parent,  may,  in its  sole  discretion,  at any time\nprior to the  mailing of the Proxy  Statement\/Prospectus  (as defined in Section\n2.19 below),  change the structure of the Merger to a forward  triangular merger\nwith the Company  merging with and into Merger Sub and Merger Sub  surviving the\nMerger.  In such  event,  Merger  Sub, as the  surviving  corporation  after the\nMerger, is hereinafter sometimes referred to as the \"Surviving Corporation.\"\n\n         1.2......Effective  Time;  Closing.  Subject to the  provisions of this\nAgreement, the parties hereto shall cause the Merger to be consummated by filing\na Certificate  of Merger with the Secretary of State of the State of Delaware in\naccordance  with the relevant  provisions of Delaware Law (the  \"Certificate  of\nMerger\")  (the time of such filing with the  Secretary  of State of the State of\nDelaware  (or such later time as may be agreed in  writing  by the  Company  and\nParent and specified in the  Certificate of Merger) being the \"Effective  Time\")\nas soon as practicable on or after the Closing Date (as herein defined).  Unless\nthe context  otherwise  requires,  the term  \"Agreement\"  as used herein  refers\ncollectively to this Agreement and Plan of Reorganization and the Certificate of\nMerger.  The  closing  of the  Merger  (the  \"Closing\")  shall take place at the\noffices of Wilson Sonsini Goodrich &amp; Rosati, Professional Corporation, at a time\nand date to be specified by the parties, which shall be no later than the second\nbusiness day after the  satisfaction  or waiver of the  conditions  set forth in\nArticle VI, or at such other time, date and location as the parties hereto agree\nin writing (the \"Closing Date\").\n\n         1.3......Effect of the Merger. At the Effective Time, the effect of the\nMerger shall be as provided in this Agreement and the  applicable  provisions of\nDelaware Law.  Without  limiting the  generality of the  foregoing,  and subject\nthereto, at the Effective Time all the property, rights, privileges,  powers and\nfranchises   of  the  Company  and  Merger  Sub  shall  vest  in  the  Surviving\nCorporation, and all debts, liabilities and duties of the Company and Merger Sub\nshall become the debts, liabilities and duties of the Surviving Corporation.\n\n         1.4......Certificate of Incorporation; Bylaws.\n                  ------------------------------------\n\n                  (a)......At   the   Effective   Time,   the   Certificate   of\nIncorporation  of Merger Sub, as in effect  immediately  prior to the  Effective\nTime,  shall be the Certificate of  Incorporation  of the Surviving  Corporation\nuntil   thereafter   amended  as  provided  by  law  and  such   Certificate  of\nIncorporation  of the  Surviving  Corporation;  provided,  however,  that at the\nEffective Time the  Certificate of  Incorporation  of the Surviving  Corporation\nshall  be  amended  so that  the  name of the  Surviving  Corporation  shall  be\n\"[Company].\"\n\n                  (b)......The  Bylaws of Merger Sub,  as in effect  immediately\nprior to the Effective Time,  shall be, at the Effective Time, the Bylaws of the\nSurviving Corporation until thereafter amended.\n\n         1.5......Directors   and   Officers.   The   directors  of  Merger  Sub\nimmediately  prior to the Effective  Time shall be the initial  directors of the\nSurviving  Corporation,  until their  respective  successors are duly elected or\nappointed and  qualified.  The officers of Merger Sub  immediately  prior to the\nEffective Time shall be the initial officers of the Surviving Corporation, until\ntheir respective successors are duly appointed.\n\n         1.6......Effect  on Capital Stock.  Subject to the terms and conditions\nof this  Agreement,  at the Effective  Time, by virtue of the Merger and without\nany action on the part of Merger  Sub,  the Company or the holders of any of the\nfollowing securities, the following shall occur:\n\n                  (a)......Conversion  of Company  Common  Stock.  Each share of\ncommon stock,  par value $0.01, of the Company  (\"Company  Common Stock\") issued\nand outstanding  immediately  prior to the Effective Time, other than any shares\nof the Company Common Stock to be canceled  pursuant to Section 1.6(b),  will be\ncanceled  and  extinguished  and  automatically  converted  (subject  to Section\n1.6(e))  into the right to receive  (I) that  certain  amount of cash (the \"Cash\nAmount\") as  determined  by the quotient of (A)  $60,000,000  divided by (B) the\nnumber of issued and  outstanding  shares of Company  Common  Stock  immediately\nprior to the Effective Time and (II) (A) 0.425 of a share of Parent Common Stock\nminus (B) the quotient of (x) the Cash Amount divided by (y) the average trading\nprice of one share of Parent  Common  Stock as reported  on the Nasdaq  National\nMarket  System for the ten (10)  consecutive  trading  days  beginning  four (4)\ntrading days prior to the date of this Agreement.\n\n                  (b)......Cancellation  of  Parent-Owned  Stock.  Each share of\nCompany  Common Stock held by the Company or owned by Merger Sub,  Parent or any\ndirect  or  indirect  wholly-owned  subsidiary  of  the  Company  or  of  Parent\nimmediately  prior to the  Effective  Time shall be  canceled  and  extinguished\nwithout any conversion thereof.\n\n                  (c)......Stock Options;  Employee Stock Purchase Plans. At the\nEffective  Time, all options to purchase  Company Common Stock then  outstanding\nunder the 1995 Stock  Option Plan and the 1999 Stock  Option Plan (the  \"Company\nStock Option  Plans\") shall be assumed by Parent in accordance  with Section 5.9\nhereof.\n\n                  (d)......Capital  Stock of Merger  Sub.  Each  share of Common\nStock of Merger Sub (the  \"Merger  Sub  Common  Stock\")  issued and  outstanding\nimmediately  prior to the  Effective  Time shall be  converted  into one validly\nissued,  fully paid and  nonassessable  share of Common  Stock of the  Surviving\nCorporation.  Each  certificate  evidencing  ownership  of shares of Merger  Sub\nCommon Stock shall  evidence  ownership  of such shares of capital  stock of the\nSurviving Corporation.\n\n                  (e)......Fractional  Shares.  No fraction of a share of Parent\nCommon  Stock will be issued by virtue of the Merger,  but in lieu  thereof each\nholder of shares of Company  Common  Stock who would  otherwise be entitled to a\nfraction of a share of Parent  Common Stock (after  aggregating  all  fractional\nshares of Parent Common Stock that  otherwise  would be received by such holder)\nshall,  upon  surrender of such holder's  Certificate(s)  (as defined in Section\n1.7(c)),  receive  from Parent an amount of cash  (rounded to the nearest  whole\ncent), without interest,  equal to the product of (i) such fraction,  multiplied\nby (ii) the closing  price of Parent  Common  Stock on the last full trading day\nprior to Closing as reported on the Nasdaq National Market System.\n\n                  (f)......Adjustments  to Exchange  Ratio.  The Exchange  Ratio\nshall be  adjusted  to  reflect  appropriately  the  effect of any stock  split,\nreverse stock split,  stock dividend  (including any dividend or distribution of\nsecurities  convertible  into  Parent  Common  Stock or Company  Common  Stock),\nreorganization,  recapitalization,  reclassification  or other like  change with\nrespect to Parent Common Stock or Company Common Stock occurring on or after the\ndate hereof and prior to the Effective Time.\n\n         1.7......Surrender of Certificates.\n                  -------------------------\n\n                  (a)......Exchange  Agent.  Parent shall select an  institution\nreasonably  satisfactory  to the  Company  to act as  the  exchange  agent  (the\n\"Exchange Agent\") in the Merger.\n\n                  (b)......Parent  to Provide Cash and Common Stock.  Within ten\n(10) business days after the Effective Time,  Parent shall make available to the\nExchange Agent for exchange in accordance with this Article I, (i) the shares of\nParent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding\nshares of  Company  Common  Stock,  (ii)  $60,000,000,  (iii)  cash in an amount\nsufficient for payment in lieu of fractional  shares  pursuant to Section 1.6(e)\nand (iv) any  dividends  or  distributions  which  holders  of shares of Company\nCommon Stock may be entitled pursuant to Section 1.7(d).\n\n                  (c)......Exchange  Procedures.  Promptly  after the  Effective\nTime, Parent shall cause the Exchange Agent to mail to each holder of record (as\nof the Effective  Time) of a certificate or  certificates  (the  \"Certificates\")\nwhich immediately prior to the Effective Time represented  outstanding shares of\nCompany  Common Stock whose shares were converted into the right to receive cash\nand shares of Parent  Common Stock  pursuant to Section 1.6, cash in lieu of any\nfractional  shares  pursuant  to  Section  1.6(e)  and any  dividends  or  other\ndistributions  pursuant to Section  1.7(d),  (i) a letter of transmittal  (which\nshall specify that delivery shall be effected, and risk of loss and title to the\nCertificates  shall pass, only upon delivery of the Certificates to the Exchange\nAgent and shall be in such form and have such  other  provisions  as Parent  may\nreasonably  specify)  and  (ii)  Form  W-9  and  (iii)  instructions  for use in\neffecting  the  surrender  of  the   Certificates   in  exchange  for  cash  and\ncertificates  representing  shares of Parent Common  Stock,  cash in lieu of any\nfractional  shares  pursuant  to  Section  1.6(e)  and any  dividends  or  other\ndistributions  pursuant to Section 1.7(d).  Upon surrender of  Certificates  for\ncancellation  to the  Exchange  Agent or to such other agent or agents as may be\nappointed by Parent,  together with such letter of  transmittal,  duly completed\nand validly executed in accordance with the instructions thereto, the holders of\nsuch  Certificates  shall be entitled to receive in exchange  therefor  cash and\ncertificates  representing  the number of whole  shares of Parent  Common  Stock\nwhich such holders have the right to receive pursuant to Section 1.6(e), payment\nin lieu of  fractional  shares  which  such  holders  have the right to  receive\npursuant to Section 1.6(e) and any dividends or  distributions  payable pursuant\nto Section  1.7(d),  and the  Certificates  so  surrendered  shall  forthwith be\ncanceled. Until so surrendered, outstanding Certificates will be deemed from and\nafter the Effective Time, for all corporate purposes,  subject to Section 1.7(d)\nas to the payment of dividends,  to evidence the ownership of the number of full\nshares of Parent Common Stock and cash into which such shares of Company  Common\nStock shall have been so converted and the right to receive an amount in cash in\nlieu of the issuance of any fractional  shares in accordance with Section 1.6(e)\nand any  dividends  or  distributions  payable  pursuant to Section  1.7(d).  No\ninterest will be paid or will accrue on the cash consideration  payable upon the\nsurrender of any Certificate.\n\n                  (d)......Distributions  With Respect to Unexchanged Shares. No\ndividends  or  other  distributions  declared  or made  after  the  date of this\nAgreement  with  respect to Parent  Common  Stock  with a record  date after the\nEffective  Time will be paid to the  holders of any  unsurrendered  Certificates\nwith respect to the shares of Parent Common Stock represented  thereby until the\nholders  of record  of such  Certificates  shall  surrender  such  Certificates.\nSubject to applicable law,  following  surrender of any such  Certificates,  the\nExchange Agent shall deliver to the record holders  thereof,  without  interest,\ncash and certificates representing whole shares of Parent Common Stock issued in\nexchange  therefor along with payment in lieu of fractional  shares  pursuant to\nSection   1.6(e)  hereof  and  the  amount  of  any  such   dividends  or  other\ndistributions  with a record date after the Effective  Time payable with respect\nto such whole shares of Parent Common Stock.\n\n                  (e)......Transfers of Ownership. If certificates for shares of\nParent  Common  Stock are to be issued  in a name  other  than that in which the\nCertificates  surrendered  in exchange  therefor  are  registered,  it will be a\ncondition of the issuance  thereof that the  Certificates so surrendered will be\nproperly endorsed and otherwise in proper form for transfer and that the persons\nrequesting such exchange will have paid to Parent or any agent  designated by it\nany  transfer or other taxes  required by reason of the issuance of the cash and\ncertificates  for shares of Parent  Common  Stock in any name other than that of\nthe registered  holder of the  Certificates  surrendered,  or established to the\nsatisfaction of Parent or any agent designated by it that such tax has been paid\nor is not payable.\n\n                  (f)......Required  Withholding.  Each of the  Exchange  Agent,\nParent and the  Surviving  Corporation  shall be entitled to deduct and withhold\nfrom  any  consideration  payable  or  otherwise  deliverable  pursuant  to this\nAgreement to any holder or former holder of Company Common Stock such amounts as\nmay be required to be deducted or withheld therefrom under the Code or under any\nprovision of state, local or foreign tax law or under any other applicable Legal\nRequirement  (as defined in Section  2.2(c)).  To the extent such amounts are so\ndeducted or withheld,  such amounts shall be treated for all purposes under this\nAgreement as having been paid to the person to whom such amounts would otherwise\nhave been paid.\n\n                  (g)......No   Liability.   Notwithstanding   anything  to  the\ncontrary in this Section 1.7, neither the Exchange Agent,  Parent, the Surviving\nCorporation nor any party hereto shall be liable to a holder of shares of Parent\nCommon Stock or Company  Common Stock for any amount  properly  paid to a public\nofficial pursuant to any applicable abandoned property, escheat or similar law.\n\n         1.8......No  Further Ownership Rights in Company Common Stock. All cash\nand shares of Parent  Common  Stock  issued upon the  surrender  for exchange of\nshares of Company  Common Stock in accordance  with the terms hereof  (including\nany cash paid in respect thereof pursuant to Section 1.6(e) and 1.7(d)) shall be\ndeemed to have been issued in full satisfaction of all rights pertaining to such\nshares of Company Common Stock,  and there shall be no further  registration  of\ntransfers  on the  records  of the  Surviving  Corporation  of shares of Company\nCommon Stock which were outstanding  immediately prior to the Effective Time. If\nafter the Effective Time Certificates are presented to the Surviving Corporation\nfor any reason, they shall be canceled and exchanged as provided in this Article\nI.\n\n         1.9......Lost,  Stolen  or  Destroyed  Certificates.  In the  event any\nCertificates shall have been lost, stolen or destroyed, the Exchange Agent shall\nissue in exchange  for such lost,  stolen or  destroyed  Certificates,  upon the\nmaking of an affidavit of that fact by the holder thereof, such shares of Parent\nCommon Stock, cash for fractional shares, if any, as may be required pursuant to\nSection 1.6(e) and any dividends or  distributions  payable  pursuant to Section\n1.7(d); provided, however, that Parent may, in its discretion and as a condition\nprecedent to the  issuance  thereof,  require the owner of such lost,  stolen or\ndestroyed  Certificates  to  deliver  a bond in  such  sum as it may  direct  as\nindemnity against any claim that may be made against Parent,  the Company or the\nExchange  Agent  with  respect  to the  Certificates  alleged to have been lost,\nstolen or destroyed.\n\n         1.10.....Tax  Consequences.  It is intended by the parties  hereto that\nthe Merger shall constitute a  reorganization  within the meaning of Section 368\nof  the  Code.   The  parties   hereto  adopt  this  Agreement  as  a  \"plan  of\nreorganization\"  within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the\nUnited States Income Tax Regulations.  Accordingly,  both prior to and after the\nClosing Date,  each party's  books and records shall be maintained  and federal,\nstate and local income tax and returns and schedules thereto shall be filed in a\nmanner  consistent  with the Merger being  qualified as a tax-free  merger under\nSection 368(a) of the Code (unless a court of competent  jurisdiction  renders a\ndetermination  (as  defined in Section  1313(a)(1)  of the Code) that the Merger\ndoes not  qualify  as  such).  Each  party  shall  provide  to each  other  such\ninformation,  reports,  returns or  schedules as may be  reasonably  required to\nassist such party in accounting for reporting the Merger being so qualified.\n\n         1.11.....Taking  of Necessary Action;  Further Action.  If, at any time\nafter the Effective  Time, any further action is necessary or desirable to carry\nout the purposes of this  Agreement and to vest the Surviving  Corporation  with\nfull right, title and possession to all assets,  property,  rights,  privileges,\npowers and  franchises of the Company and Merger Sub, the officers and directors\nof the Company and Merger Sub will take all such lawful and necessary action, so\nlong as such action is consistent with this Agreement.\n\n\n\n\n\n\n\n                                   ARTICLE II\n\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n         As of  the  date  hereof  and  as of  the  Closing  Date,  the  Company\nrepresents  and  warrants  to Parent and Merger Sub,  subject to the  exceptions\nspecifically  disclosed in writing in the  disclosure  letter and  referencing a\nspecific  representation  (except that  disclosure in one part of the disclosure\nletter  shall  be  deemed  to be  disclosure  with  respect  to  all  reasonably\napplicable  sections of the disclosure letter) supplied by the Company to Parent\ndated as of the date hereof and  certified by a duly  authorized  officer of the\nCompany (the \"Company Schedules\"), as follows\n\n         2.1......Organization of the Company.\n                  ---------------------------\n\n                  (a)......The  Company  has no  subsidiaries,  except  for  the\ncorporations identified in Part 2.1(a)(i) of the Company Schedules;  and neither\nthe Company nor any of the other  corporations  identified in Part  2.1(a)(i) of\nthe Company  Schedules owns any capital stock of, or any equity  interest of any\nnature  in,  any  other  entity,  other  than the  entities  identified  in Part\n2.1(a)(ii) of the Company  Schedules,  except for passive  investments in equity\ninterests  of public  companies  as part of the cash  management  program of the\nCompany.  Except as  identified  in Part  2.1(a)(ii)  of the Company  Schedules,\nneither the Company nor any  subsidiary  thereof has agreed or is  obligated  to\nmake,  or  is  bound  by  any  written,  oral  or  other  agreement,   contract,\nsubcontract,  lease, binding understanding,  instrument, note, option, warranty,\npurchase order, license,  sublicense,  insurance policy, benefit plan or legally\nbinding  commitment or  undertaking  of any nature,  as in effect as of the date\nhereof or as may hereinafter be in effect  (\"Contract\")  under which Contract it\nmay become obligated to make, any future  investment in or capital  contribution\nto any other entity. Neither the Company nor any subsidiary thereof is or at any\ntime, has been a general partner of any general partnership, limited partnership\nor other entity.\n\n                  (b)......The  Company  and  each  of  its  subsidiaries  is  a\ncorporation duly organized, validly existing and in good standing under the laws\nof the  jurisdiction  of its  incorporation  and has  all  necessary  power  and\nauthority:  (i) to conduct its  business in the manner in which its  business is\ncurrently being conducted; (ii) to own and use its assets in the manner in which\nits assets are currently  owned and used;  and (iii) to perform its  obligations\nunder all Contracts by which it is bound.\n\n                  (c)......The Company and each of its subsidiaries is qualified\nto do business as a foreign corporation, and is in good standing, under the laws\nof  all   jurisdictions   where  the  nature  of  its  business   requires  such\nqualification  and where the failure to so qualify would have a Material Adverse\nEffect (as defined in Section 8.3) on the Company.\n\n                  (d)......The Company has delivered or made available to Parent\na true and correct copy of the  Certificate of  Incorporation  and Bylaws of the\nCompany and similar governing  instruments of each of its subsidiaries,  each as\namended to date (collectively,  the \"Company Charter Documents\"),  and each such\ninstrument  is in full force and effect.  The Company is not in violation of any\nof the  provisions  of the  Company  Charter  Documents.  None of the  Company's\nsubsidiaries  is in violation of any provision of its Articles or Certificate of\nIncorporation or Bylaws or other similar governing instruments,  except for such\nviolations  as are not material to the Company and its  subsidiaries  taken as a\nwhole.\n\n                  (e)......The Company has delivered or made available to Parent\nall proposed or considered amendments to the Company Charter Documents.\n\n         2.2......Company Capital Structure.\n                  -------------------------\n\n                  (a)......The  authorized capital stock of the Company consists\nof: (i)  100,000,000  shares of Company Common Stock,  $0.01 par value, of which\n15,734,119  shares have been issued and are  outstanding  as of the date of this\nAgreement;  and (ii) 1,000,000  shares of preferred  stock,  $0.01 par value, of\nwhich no shares are  outstanding  as of the date of this  Agreement.  All of the\noutstanding shares of capital stock of the Company have been duly authorized and\nvalidly  issued,  and are fully paid and  nonassessable.  As of the date of this\nAgreement,  there are no shares of Company  Common Stock held in treasury by the\nCompany.  Upon consummation of the Merger, (A) the shares of Parent Common Stock\nand cash  issued in  exchange  for any shares of Company  Common  Stock that are\nsubject to a Contract pursuant to which the Company has the right to repurchase,\nredeem or otherwise  reacquire any shares of Company Common Stock will,  without\nany further act of Parent,  the Company or any other person,  become  subject to\nthe  restrictions,  conditions and other provisions  contained in such Contract,\nand (B) Parent will automatically succeed to and become entitled to exercise the\nCompany's  rights and remedies under any such  Contract.  Except as set forth in\nPart  2.2(a) of the  Company  Schedules,  there are no shares of Company  Common\nStock  immediately  prior to the  Effective  Time that are  unvested or that are\nsubject to a repurchase option,  risk of forfeiture or other condition under any\napplicable  restricted  stock  purchase  agreement or other  agreement  with the\nCompany.\n\n                  (b)......As  of the  date of  this  Agreement:  (i)  1,695,333\nshares of Company  Common Stock are subject to issuance  pursuant to outstanding\noptions to purchase  Company  Common Stock under the Company  Stock Option Plans\n(excluding options granted pursuant to Section 5.9(d));  and (ii) 960,155 shares\nof Company  Common Stock are reserved for future grant under the Company's  1999\nStock Option Plan.  Stock options granted by the Company pursuant to the Company\nStock Option Plans are referred to in this Agreement as \"Company  Options.\" Part\n2.2(b) of the  Company  Schedules  sets  forth the  following  information  with\nrespect to each Company Option outstanding as of the date of this Agreement: (i)\nthe name and address of the optionee; (ii) the particular plan pursuant to which\nsuch Company  Option was granted;  (iii) the number of shares of Company  Common\nStock subject to such Company  Option;  (iv) the exercise  price of such Company\nOption;  (v) the  date on  which  such  Company  Option  was  granted;  (vi) the\napplicable  vesting  schedule;  (vii)  the date on  which  such  Company  Option\nexpires; (viii) whether the exercisability of such option will be accelerated in\nany way by the  transactions  contemplated by this Agreement,  and indicates the\nextent of any such acceleration; and (ix) whether or not such option was granted\nwith the intention to qualify as an \"incentive  stock option\" within the meaning\nof Section 422 of the Code (i) through (ix) collectively,  \"Information Option.\"\nThe Company has made  available to Parent  accurate  and complete  copies of all\nstock option plans  pursuant to which the Company has granted stock options that\nare currently outstanding and the form of all stock option agreements evidencing\nsuch  options.  All shares of  Company  Common  Stock  subject  to  issuance  as\naforesaid,   upon  issuance  on  the  terms  and  conditions  specified  in  the\ninstruments  pursuant  to which  they are  issuable,  would be duly  authorized,\nvalidly  issued,  fully  paid and  nonassessable.  Except  as set  forth in Part\n2.2(b)(i) of the Company  Schedules,  there are no  commitments or agreements of\nany character to which the Company is bound obligating the Company to accelerate\nthe vesting of any Company Option as a result of the Merger. Each Company Option\nshall be assumed as set forth in Section 5.9.\n\n                  (c)......All  outstanding  shares of Company Common Stock, all\noutstanding Company Options, and all outstanding shares of capital stock of each\nsubsidiary  of the Company have been issued and granted in  compliance  with (i)\nall  applicable  securities  laws and, to the  knowledge of the  Company,  other\napplicable  Legal  Requirements (as defined below) and (ii) all requirements set\nforth in  applicable  Contracts.  For the  purposes  of this  Agreement,  \"Legal\nRequirements\" means any federal, state, local, municipal,  foreign or other law,\nstatute,  constitution,  principle of common law, resolution,  ordinance,  code,\nedict, decree, rule, regulation, ruling or requirement issued, enacted, adopted,\npromulgated,  implemented or otherwise put into effect by or under the authority\nof any Governmental Entity (as defined below).\n\n         2.3......Obligations With Respect to Capital Stock. Except as set forth\nin Part 2.3 of the Company  Schedules  and except for options  under the Company\nStock Option Plans, there are no securities  exchangeable or convertible into or\nexercisable  for  any  equity  securities,   partnership  interests  or  similar\nownership  interests  of any  class  of any  Company  equity  security,  issued,\nreserved for issuance or  outstanding.  Except for  securities  the Company owns\nfree and clear of all claims and  Encumbrances  (as defined below),  directly or\nindirectly  through one or more  subsidiaries,  and except for shares of capital\nstock or other  similar  ownership  interests  of  certain  subsidiaries  of the\nCompany  that are owned by certain  nominee  equity  holders as  required by the\napplicable law of the jurisdiction of organization of such  subsidiaries  (which\nshares or other interests do not materially affect the Company's control of such\nsubsidiaries),  as of the  date  of  this  Agreement,  there  are no  securities\nexchangeable or convertible into or exercisable for any class of equity security\nof any subsidiary of the Company,  issued, reserved for issuance or outstanding.\nFor the  purposes  of this  Agreement  \"Encumbrances\"  means any  lien,  pledge,\nhypothecation,   charge,  mortgage,  security  interest,   encumbrance,   claim,\ninfringement,  interference,  option, right of first refusal,  preemptive right,\ncommunity property interest or, to the knowledge of the Company, any restriction\non the voting of any security,  any  restriction on the transfer of any security\nor other asset,  any  restriction  on the receipt of any income derived from any\nasset,  any  restriction  on the use of any  asset  and any  restriction  on the\npossession,  exercise or transfer of any other  attribute  of  ownership  of any\nasset.  Except as set forth in Part 2.3 of the Company Schedules or as set forth\nin Section 2.2 hereof,  there are no subscriptions,  options,  warrants,  equity\nsecurities,  partnership interests or similar ownership interests, calls, rights\n(including  preemptive  rights),  commitments  or agreements of any character to\nwhich the Company or any of its  subsidiaries is a party or by which it is bound\nobligating  or  permitting  the  Company  or any of its  subsidiaries  to issue,\ndeliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem\nor otherwise acquire, or cause the repurchase, redemption or acquisition of, any\nshares of capital stock, partnership interests or similar ownership interests of\nthe Company or any of its  subsidiaries  or obligating or permitting the Company\nor any of its subsidiaries to grant, extend,  accelerate the vesting of or enter\ninto any such  subscription,  option,  warrant,  equity security,  call,  right,\ncommitment  or  agreement.  As  of  the  date  of  this  Agreement,   except  as\ncontemplated  by this  Agreement  and pursuant to that certain Third Amended and\nRestated  Registration  Rights  Agreement dated September 15, 1999 (the \"Company\nRegistration Rights Agreement\"),  there are no registration rights and there is,\nexcept for the Company Voting Agreement,  no voting trust,  proxy,  rights plan,\nantitakeover  plan or other agreement or understanding to which the Company is a\nparty  or by  which  it  or,  to  the  knowledge  of  the  Company,  any  of the\nstockholders  of the Company is bound with respect to any equity security of any\nclass  of the  Company  or with  respect  to any  equity  security,  partnership\ninterest or similar ownership  interest of any class of any of its subsidiaries.\nStockholders  of the Company  will not be entitled to  dissenters'  rights under\napplicable state law in connection with the Merger.\n\n         2.4......Authority; Non-Contravention.\n                  ----------------------------\n\n                  (a)......The  Company has all  requisite  corporate  power and\nauthority  to enter  into this  Agreement  and to  consummate  the  transactions\ncontemplated  hereby and thereby.  The execution and delivery of this  Agreement\nand the  consummation of the transactions  contemplated  hereby and thereby have\nbeen  duly  authorized  by all  necessary  corporate  action  on the part of the\nCompany,  subject only to the approval  and adoption of this  Agreement  and the\napproval  of the  Merger by the  Company's  stockholders  and the  filing of the\nCertificate  of Merger  pursuant  to  Delaware  Law. A vote of the  holders of a\nmajority of the outstanding shares of the Company Common Stock is sufficient for\nthe Company's  stockholders  to approve and adopt this Agreement and approve the\nMerger.  This Agreement has been duly executed and delivered by the Company and,\nassuming  due  execution  and delivery by Parent and Merger Sub,  constitutes  a\nvalid and binding obligations of the Company, enforceable against the Company in\naccordance with its terms, except as enforceability may be limited by bankruptcy\nand other  similar laws and general  principles  of equity.  The  execution  and\ndelivery of this Agreement by the Company does not, and the  performance of this\nAgreement  by the Company  will not,  (i)  conflict  with or violate the Company\nCharter  Documents,  (ii) subject to obtaining the approval and adoption of this\nAgreement  and the  approval  of the  Merger by the  Company's  stockholders  as\ncontemplated  in Section 5.2 and compliance with the  requirements  set forth in\nSection 2.4(b) below, conflict with or violate any law, rule, regulation, order,\njudgment or decree  applicable to the Company or any of its  subsidiaries  or by\nwhich  the  Company  or any  of its  subsidiaries  or  any of  their  respective\nproperties is bound,  or (iii) result in any material  breach of or constitute a\nmaterial  default  (or an event that with  notice or lapse of time or both would\nbecome a material  default) under,  or impair the Company's  rights or alter the\nrights or obligations of any third party under,  or give to others any rights of\ntermination,  amendment,  acceleration  or  cancellation  of,  or  result in the\ncreation of a material lien or Encumbrance on any of the material  properties or\nassets of the Company or any of its subsidiaries pursuant to, any material note,\nbond,  mortgage,   indenture,   contract,  agreement,  lease,  license,  permit,\nfranchise, concession, or other instrument or obligation to which the Company or\nany of its  subsidiaries  is a  party  or by  which  the  Company  or any of its\nsubsidiaries or its or any of their respective  assets are bound. Part 2.4(a) of\nthe Company Schedules lists all consents, waivers and approvals under any of the\nCompany's or any of its subsidiaries' agreements,  contracts, licenses or leases\nrequired to be obtained in connection with the  consummation of the transactions\ncontemplated  hereby,  which,  if individually or in the aggregate not obtained,\nwould  result in a  material  loss of  benefits  to the  Company,  Parent or the\nSurviving Corporation as a result of the Merger.\n\n                  (b)......No consent,  approval,  order or authorization of, or\nregistration,  declaration  or filing with any court,  administrative  agency or\ncommission  or other  governmental  authority  or  instrumentality,  foreign  or\ndomestic  (\"Governmental  Entity\"),  is  required  to be obtained or made by the\nCompany in connection  with the execution and delivery of this  Agreement or the\nconsummation  of the  Merger,  except for (i) the filing of the  Certificate  of\nMerger with the  Secretary of State of the State of Delaware,  (ii)  approval of\nthe Prospectus\/Proxy Statement (as defined in Section 2.19) and the Registration\nStatement (as defined in Section 2.19) by the Securities and Exchange Commission\n(\"SEC\") in accordance with the Securities  Exchange Act of 1934, as amended (the\n\"Exchange  Act\"),  (iii)  such  consents,  approvals,  orders,   authorizations,\nregistrations,  declarations  and  filings as may be required  under  applicable\nfederal,   foreign   and   state   securities   (or   related)   laws   and  the\nHart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as  amended  (the \"HSR\nAct\"), and the securities or antitrust laws of any foreign country,  and (iv) to\nthe  knowledge of the Company,  such other  consents,  authorizations,  filings,\napprovals and registrations  which if not obtained or made would not be material\nto the Company or Parent or have a material adverse effect on the ability of the\nparties hereto to consummate the Merger.\n\n     2.5  SEC Filings; Company Financial Statements; No Undisclosed Liabilities.\n          ---------------------------------------------------------------------\n\n                  (a)......The   Company  has  filed  all  forms,   reports  and\ndocuments  required  to be filed by the Company  with the SEC since  December 8,\n1999 and has made  available to Parent such forms,  reports and documents in the\nform  filed  with the SEC.  All  such  required  forms,  reports  and  documents\n(including  those that the Company may file  subsequent  to the date hereof) are\nreferred to herein as the \"Company SEC Reports.\" As of their  respective  dates,\nthe  Company  SEC  Reports  (including,   but  not  limited  to,  the  Company's\nregistration statement on form S-1 and the prospectus included therein) (i) were\nprepared  in  accordance  and  complied  in  all  material   respects  with  the\nrequirements of the Securities Act, or the Exchange Act, as the case may be, and\nthe rules and  regulations of the SEC thereunder  applicable to such Company SEC\nReports  and  (ii)  did not at the time  they  were  filed  contain  any  untrue\nstatement  of a material  fact or omit to state a material  fact  required to be\nstated  therein or necessary  in order to make the  statements  therein,  in the\nlight of the circumstances  under which they were made, not misleading.  None of\nthe  Company's  subsidiaries  is  required  to file any forms,  reports or other\ndocuments with the SEC.\n\n                  (b)......Each   of  the  consolidated   financial   statements\n(including,  in each case, any related notes  thereto)  contained in the Company\nSEC Reports (the \"Company Financials\"), including each Company SEC Reports filed\nafter the date hereof until the Closing, (i) complied as to form in all material\nrespects  with the  published  rules  and  regulations  of the SEC with  respect\nthereto,  (ii) was prepared in accordance with United States generally  accepted\naccounting  principles  (\"GAAP\")  applied on a consistent  basis  throughout the\nperiods  involved  (except as may be indicated  in the notes  thereto or, in the\ncase of unaudited interim financial  statements,  as may be permitted by the SEC\non Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated\nfinancial  position  of the Company and its  subsidiaries  as at the  respective\ndates thereof and the consolidated  results of the Company's operations and cash\nflows for the periods  indicated,  except that the unaudited  interim  financial\nstatements  may not  contain  footnotes  and were or are  subject  to normal and\nrecurring year-end  adjustments.  The audited balance sheet of the Company as of\nSeptember 30, 1999  previously  delivered to Parent by the Company and contained\nin the Company SEC Reports as of December 8, 1999 is hereinafter  referred to as\nthe \"Company Balance Sheet.\"\n\n                  (c)......The  Company  has  heretofore  furnished  to Parent a\ncomplete and correct copy of any amendments or modifications, which have not yet\nbeen  filed  with the SEC but which are  required  to be filed,  to  agreements,\ndocuments or other  instruments  which  previously had been filed by the Company\nwith the SEC pursuant to the Securities Act or the Exchange Act.\n\n                  (d)......The   Company  issued  stock  in  an  initial  public\noffering  pursuant to a registration  statement on Form S-1 (the \"Company S-1\"),\nwhich was declared  effective on December 8, 1999 (the  \"Effective  Date\") and a\nprospectus  (the \"Company  Prospectus\"),  the final form of which was filed with\nthe SEC on December 8, 1999  pursuant to Rule 424(b) of the  Securities  Act. At\nthe  Effective  Date,  the Company S-1 did not contain an untrue  statement of a\nmaterial fact or omit to state a material fact required to be stated  therein or\nnecessary to make the statements not misleading.\n\n                  (e)......Neither  Company nor any of its  subsidiaries has any\nliabilities (absolute, accrued, contingent or otherwise) of a nature required to\nbe  disclosed  on a balance  sheet or in the related  notes to the  consolidated\nfinancial statements prepared in accordance with GAAP which are, individually or\nin the aggregate,  material to the business,  results of operations or financial\ncondition  of  Company  and  its  subsidiaries  taken  as a  whole,  except  (i)\nliabilities  provided for in Company Balance Sheet or (ii) liabilities  incurred\nsince  September 30, 1999 in the ordinary  course of business,  none of which is\nmaterial to the  business,  results of  operations  or  financial  condition  of\nCompany and its subsidiaries, taken as a whole.\n\n         2.6......Absence  of Certain  Changes or Events.  Since the date of the\nCompany Balance Sheet there has not been: (i) any Material Adverse Effect on the\nCompany,  (ii) any declaration,  setting aside or payment of any dividend on, or\nother  distribution  (whether in cash,  stock or property) in respect of, any of\nthe  Company's  or any of its  subsidiaries'  capital  stock,  or any  purchase,\nredemption or other  acquisition by the Company of any of the Company's  capital\nstock or any other securities of the Company or its subsidiaries or any options,\nwarrants,  calls or rights to acquire any such shares or other securities except\nfor repurchases from employees following their termination pursuant to the terms\nof their  pre-existing  stock  option or purchase  agreements,  (iii) any split,\ncombination  or  reclassification  of  any  of  the  Company's  or  any  of  its\nsubsidiaries' capital stock, (iv) except as set forth in Part 2.6 of the Company\nSchedules,  any  granting  by the  Company  or any  of its  subsidiaries  of any\nincrease in compensation or fringe benefits, except for normal increases of cash\ncompensation in the ordinary  course of business  consistent with past practice,\nor any payment by the Company or any of its  subsidiaries  of any bonus,  except\nfor  bonuses  made in the  ordinary  course  of  business  consistent  with past\npractice,  or (v) any granting by the Company or any of its  subsidiaries of any\nincrease in severance or termination pay or (vi) any entry by the Company or any\nof  its  subsidiaries  into  any  currently  effective  employment,   severance,\ntermination or indemnification  agreement or any other agreement the benefits of\nwhich  are  contingent  or the terms of which are  materially  altered  upon the\noccurrence  of a transaction  involving  the Company of the nature  contemplated\nhereby, (vii) entry by the Company or any of its subsidiaries into any licensing\nor other agreement with regard to the acquisition or disposition of any material\nIntellectual  Property  (as defined in Section  2.9) other than  licenses in the\nordinary course of business consistent with past practice,  (viii) any amendment\nor consent with respect to any licensing agreement filed or required to be filed\nby the  Company  with the SEC,  (ix) any  material  change by the Company in its\naccounting  methods,  principles or practices,  except as required by concurrent\nchanges  in GAAP,  (x) any  revaluation  by the  Company  of any of its  assets,\nincluding,  without limitation,  writing down the value of capitalized inventory\nor writing off notes or accounts receivable other than in the ordinary course of\nbusiness and consistent  with past practice;  or (xi) any changes in the vesting\nschedules of outstanding Company Options.\n\n         2.7......Taxes.\n                  -----\n\n                  (a)......Definition   of  Taxes.  For  the  purposes  of  this\nAgreement,  \"Tax\" or \"Taxes\"  refers to any and all  federal,  state,  local and\nforeign taxes, assessments and other governmental charges,  duties,  impositions\nand  liabilities  relating to taxes,  including  taxes based upon or measured by\ngross receipts,  income, profits, sales, use and occupation, and value added, ad\nvalorem,  transfer,  franchise,  withholding,  payroll,  recapture,  employment,\nexcise and property taxes,  together with all interest,  penalties and additions\nimposed with respect to such amounts and any obligations under any agreements or\narrangements  with any other person with  respect to such amounts and  including\nany liability for taxes of a predecessor entity.\n\n                  (b)......Tax Returns and Audits.\n                           ----------------------\n\n          (i) The Company  and each of its  subsidiaries  have timely  filed all\n     federal,   state,  local  and  foreign  returns,   estimates,   information\n     statements and reports  (\"Returns\")  relating to Taxes required to be filed\n     by the Company and each of its  subsidiaries  with any Tax  authority.  The\n     Company and each of its subsidiaries have paid all Taxes shown to be due on\n     such Returns.\n\n          (ii) The Company and each of its subsidiaries as of the Effective Time\n     will have  withheld  with  respect to its  employees  all federal and state\n     income taxes,  Taxes  pursuant to the Federal  Insurance  Contribution  Act\n     (\"FICA\"),  Taxes pursuant to the Federal  Unemployment Tax Act (\"FUTA\") and\n     other Taxes required to be withheld.\n\n          (iii)  Neither  the  Company  nor  any of its  subsidiaries  has  been\n     delinquent  in the  payment  of any Tax  nor is  there  any Tax  deficiency\n     outstanding, proposed in writing (or otherwise, to the Company's knowledge,\n     proposed) or assessed against the Company or any of its  subsidiaries,  nor\n     has the Company or any of its subsidiaries executed any unexpired waiver of\n     any statute of limitations on or extending the period for the assessment or\n     collection of any Tax.\n\n          (iv) No audit or other examination of any Return of the Company or any\n     of its subsidiaries by any Tax authority is presently in progress,  nor has\n     the  Company  or any of its  subsidiaries  been  notified  in  writing  (or\n     otherwise, to the Company's knowledge, notified) of any request for such an\n     audit or other examination.\n\n          (v) No adjustment  relating to any Returns filed by the Company or any\n     of its  subsidiaries has been proposed in writing formally or informally by\n     any  Tax  authority  to the  Company  or any  of  its  subsidiaries  or any\n     representative thereof.\n\n          (vi) Neither the Company nor any of its subsidiaries has any liability\n     for unpaid  Taxes which has not been accrued for or reserved on the Company\n     Balance Sheet,  whether  asserted or  unasserted,  contingent or otherwise,\n     which is material to the Company, other than any liability for unpaid Taxes\n     that may  have  accrued  since  the date of the  Company  Balance  Sheet in\n     connection  with the  operation  of the  business  of the  Company  and its\n     subsidiaries in the ordinary course.\n\n          (vii)  Except as set forth on Part  2.7(b) of the  Company  Schedules,\n     there is no contract,  agreement,  plan or arrangement to which the Company\n     is a party as of the date of this  Agreement,  including but not limited to\n     the provisions of this Agreement,  covering any employee or former employee\n     of  the  Company  or  any  of  its  subsidiaries   that,   individually  or\n     collectively,  could give rise to the  payment of any amount that would not\n     be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.\n\n          (viii) Neither the Company nor any of its  subsidiaries  has filed any\n     consent  agreement  under  Section  341(f)  of the Code or  agreed  to have\n     Section  341(f)(2) of the Code apply to any disposition of a subsection (f)\n     asset (as defined in Section 341(f)(4) of the Code) owned by the Company.\n\n          (ix)  Neither the Company nor any of its  subsidiaries  is party to or\n     has any obligation under any  tax-sharing,  tax indemnity or tax allocation\n     agreement or arrangement.\n\n          (x) Except as may be required  as a result of the Merger,  the Company\n     and its subsidiaries  have not been and will not be required to include any\n     adjustment  in  Taxable  income for any Tax  period  (or  portion  thereof)\n     pursuant  to  Section  481 or  Section  263A of the Code or any  comparable\n     provision  under  state or  foreign  Tax laws as a result of  transactions,\n     events or accounting methods employed prior to the Closing.\n\n          (xi)  Part 2.7 of the  Company  Schedules  lists (A) any  foreign  Tax\n     holidays,  (B) any  intercompany  transfer  pricing  agreements,  or  other\n     arrangements  that  have  been  established  by the  Company  or any of its\n     subsidiaries  with any Tax  authority  and (C) any  expatriate  programs or\n     policies affecting the Company or any of its subsidiaries.\n\n          (xii) None of the Company or its subsidiaries (A) has been a member of\n     an  \"affiliated  group\"  filing a  consolidated  federal  income tax return\n     (other than a group the common  parent of which was the Company) or (B) has\n     any  liability  for the Taxes of any person  (other than any of the Company\n     and its subsidiaries) under Reg. Section 1.1502-6 (or any similar provision\n     of state,  local,  or  foreign  law),  as a  transferee  or  successor,  by\n     contract, or otherwise.\n\n          (xiii) Neither the Company nor any of its subsidiaries has constituted\n     either a  \"distributing  corporation\"  or a \"controlled  corporation\"  in a\n     distribution of stock  qualifying for tax-free  treatment under Section 355\n     of the Code (x) in the two years prior to the date of this Agreement or (y)\n     in a  distribution  which could  otherwise  constitute  part of a \"plan\" or\n     \"series of related  transactions\"  (within the meaning of Section 355(e) of\n     the Code) in conjunction with the Merger.\n\n         2.8......Title to Properties; Absence of Liens and Encumbrances.\n                  ------------------------------------------------------\n\n                  (a)......Part  2.8(a)(i)  of the Company  Schedules  lists the\nreal property  interests  owned by the Company as of the date of this Agreement.\nPart 2.8(a)(ii) of the Company Schedules lists all real property leases to which\nthe  Company  is a party as of the  date of this  Agreement  and each  amendment\nthereto  that is in effect as of the date of this  Agreement.  All such  current\nleases are in full force and effect and are valid and  effective  in  accordance\nwith their  respective  terms,  and there is not, under any of such leases,  any\nexisting  default or event of default  (or event  which with  notice or lapse of\ntime,  or both,  would  constitute a default) that would give rise to a material\nclaim.  Other  than  the  leaseholds  created  under  the real  property  leases\nidentified  in Part  2.8(a)(ii)  of the Company  Schedules,  the Company owns no\ninterest in real property.\n\n                  (b)......The  Company  has good and valid title to, or, in the\ncase of leased properties and assets,  valid leasehold  interests in, all of its\ntangible  properties and assets,  real, personal and mixed, used or held for use\nin its business, free and clear of any liens, pledges, charges, claims, security\ninterests or other  encumbrances of any sort  (\"Liens\"),  except as reflected in\nthe  Company  Financials  and except for liens for taxes not yet due and payable\nand such Liens or other  imperfections of title and encumbrances,  if any, which\nare not material in  character,  amount or extent,  and which do not  materially\ndetract from the value,  or  materially  interfere  with the present use, of the\nproperty subject thereto or affected thereby.\n\n         2.9......Intellectual Property. For the purposes of this Agreement, the\nfollowing terms have the following definitions:\n\n                  \"Intellectual Property\" shall mean any or all of the following\n                  and all rights in,  arising out of, or  associated  therewith:\n                  (i) all United States,  international  and foreign patents and\n                  applications therefor and all reissues,  divisions,  renewals,\n                  extensions,       provisionals,        continuations       and\n                  continuations-in-part  thereof;  (ii) all inventions  (whether\n                  patentable or not), invention disclosures, improvements, trade\n                  secrets,   proprietary  information,   know  how,  technology,\n                  technical  data  and  customer  lists,  and all  documentation\n                  relating  to any  of  the  foregoing;  (iii)  all  copyrights,\n                  copyrights  registrations and applications  therefor,  and all\n                  other rights corresponding  thereto throughout the world; (iv)\n                  all industrial  designs and any registrations and applications\n                  therefor  throughout  the world;  (v) all trade names,  logos,\n                  URLs,  domain names,  common law trademarks and service marks,\n                  trademark  and service  mark  registrations  and  applications\n                  therefor  throughout  the world;  (vi) all  databases and data\n                  collections and all rights therein throughout the world; (vii)\n                  all  moral  and  economic  rights of  authors  and  inventors,\n                  however  denominated,  throughout  the  world;  and (viii) any\n                  similar or equivalent rights to any of the foregoing  anywhere\n                  in the world.\n\n                  \"Company  Intellectual  Property\" shall mean any  Intellectual\n                  Property  that is owned by, or  exclusively  licensed  to, the\n                  Company and its subsidiaries.\n\n                  \"Registered  Intellectual  Property\"  means all United States,\n                  international and foreign: (i) patents and patent applications\n                  (including   provisional   applications);    (ii)   registered\n                  trademarks, applications to register trademarks, intent-to-use\n                  applications,  or other registrations or applications  related\n                  to  trademarks;  (iii)  registered  domain  names and reserved\n                  domain names, (iv) registered  copyrights and applications for\n                  copyright   registration;   and  (v)  any  other  Intellectual\n                  Property that is the subject of an  application,  certificate,\n                  filing,  registration or other document issued, filed with, or\n                  recorded  by any  state,  government  or  other  public  legal\n                  authority.\n\n                  \"Company  Registered  Intellectual  Property\" means all of the\n                  Registered  Intellectual  Property  owned  by, or filed in the\n                  name of, the Company or its subsidiaries.\n\n                  (a)......No  Company  Intellectual   Property  or  product  or\nservice  of the  Company is subject to any  proceeding  or  outstanding  decree,\norder, judgment,  agreement,  or stipulation  restricting in any manner the use,\ntransfer, or licensing thereof by the Company, or which may affect the validity,\nuse or enforceability of such Company Intellectual Property.\n\n                  (b)......Part  2.9(b) of the Company  Schedules  is a complete\nand accurate list of all Company Registered Intellectual Property and specifies,\nwhere  applicable,  the  jurisdictions  in  which  each  such  item  of  Company\nRegistered  Intellectual  Property has been issued or  registered or in which an\napplication  for such issuance and  registration  has been filed,  including the\nrespective  registration or application  numbers.  Each material item of Company\nRegistered  Intellectual  Property  is  valid  and  subsisting,   all  necessary\nregistration, maintenance and renewal fees currently due in connection with such\nRegistered  Intellectual  Property have been made and all  necessary  documents,\nrecordations  and  certificates in connection with such Registered  Intellectual\nProperty have been filed with the relevant patent, copyright, trademark or other\nauthorities in the United States or foreign  jurisdictions,  as the case may be,\nfor the purposes of maintaining such Registered Intellectual Property.\n\n                  (c)......The Company owns and has good and exclusive title to,\nor has license to or  otherwise  has a right to use or exploit in the way it has\nbeen used as of the date  hereof,  each  material  item of Company  Intellectual\nProperty or other  Intellectual  Property  used by the Company free and clear of\nany  Encumbrance  (excluding  licenses and related  restrictions  granted in the\nordinary course of business consistent with past practices);  and the Company is\nthe exclusive  owner of all trademarks  and trade names used in connection  with\nthe  operation or conduct of the business of the Company,  including the sale of\nany products or the provision of any services by the Company.\n\n                  (d)......The Company owns exclusively,  and has good title to,\nall copyrighted  works that are Company products or which the Company  otherwise\nexpressly purports to own.\n\n                  (e)......Neither   the  Company  nor  its  subsidiaries   have\ntransferred  ownership of, or granted any exclusive license with respect to, any\nIntellectual  Property  that  is or was  material  to the  Company  Intellectual\nProperty, to any third party.\n\n                  (f)......To the extent that any material technology,  software\nor Intellectual  Property has been developed or created independently or jointly\nby a third party for Company or any of its subsidiaries or is incorporated  into\nany of the Company  Products,  Company has a written  agreement  with such third\nparty with respect thereto and Company thereby either (i) has obtained ownership\nof,  and  is  the  exclusive  owner  of,  or  (ii)  has  obtained  a  perpetual,\nnon-terminable  license (sufficient for the conduct of its business as currently\nconducted   and  as  proposed  to  be  conducted)  to  all  such  third  party's\nIntellectual Property in such work, material or invention by operation of law or\nby valid assignment,  to the fullest extent it is legally possible to do so. The\nCompany Schedules list all material contracts,  licenses and agreements to which\nthe  Company  is a party  (i) with  respect  to  Company  Intellectual  Property\nlicensed or transferred to any third party (other than end-user  licenses in the\nordinary  course);  or (ii)  pursuant  to which a third  party has  licensed  or\ntransferred any material Intellectual Property to the Company.\n\n                  (g)......All  material  contracts,   licenses  and  agreements\nrelating  to either  (i)  Company  Intellectual  Property  or (ii)  Intellectual\nProperty of a third party licensed to Company or any of its subsidiaries, are in\nfull force and effect. The consummation of the transactions contemplated by this\nAgreement  will  neither  violate  nor  result  in  the  breach,   modification,\ncancellation,   termination  or  suspension  of  such  contracts,  licenses  and\nagreements. Each of Company and its subsidiaries is in material compliance with,\nand has not materially  breached,  any term of any such contracts,  licenses and\nagreements  and,  to the  knowledge  of  Company,  all  other  parties  to  such\ncontracts,  licenses  and  agreements  are in  compliance  with,  and  have  not\nmaterially  breached,  any term of, such  contracts,  licenses  and  agreements.\nFollowing  the Closing  Date,  the  Surviving  Corporation  will be permitted to\nexercise all of Company's  rights under such contracts,  licenses and agreements\nto the same extent Company and its subsidiaries  would have been able to had the\ntransactions contemplated by this Agreement not occurred and without the payment\nof any additional amounts or consideration other than ongoing fees, royalties or\npayments  which  Company  would  otherwise  be  required  to pay.  Neither  this\nAgreement nor the  transactions  contemplated by this  Agreement,  including the\nassignment  to Parent or Merger  Sub by  operation  of law or  otherwise  of any\ncontracts  or  agreements  to which the  Company is a party,  will result in (i)\neither  Parent's or the Merger Sub's granting to any third party any right to or\nwith respect to any material  Intellectual  Property right owned by, or licensed\nto, either of them, (ii) either the Parent's or the Merger Sub's being bound by,\nor subject to, any non-compete or other material restriction on the operation or\nscope of their respective businesses, or (iii) either the Parent's or the Merger\nSub's being  obligated  to pay any  royalties or other  material  amounts to any\nthird party in excess of those payable by Company prior to the Closing.\n\n                  (h)......The  operation of the business of the Company and its\nsubsidiaries  as such business  currently is conducted,  including the Company's\ndesign,  development,  marketing  and sale of the  products  or  services of the\nCompany  (including with respect to products  currently under  development)  has\nnot, does not and will not infringe or misappropriate the Intellectual  Property\nof any third party or constitute unfair competition or trade practices under the\nlaws of any jurisdiction.\n\n                  (i)......The  Company has received neither written, nor to the\nCompany's knowledge,  oral notice from any third party that the operation of the\nbusiness of the Company or any act, product or service of the Company, infringes\nor misappropriates  the Intellectual  Property of any third party or constitutes\nunfair competition or trade practices under the laws of any jurisdiction.\n\n                  (j)......To  the  knowledge  of the  Company,  no  person  has\ninfringed or  misappropriated or is infringing or  misappropriating  any Company\nIntellectual Property.\n\n                  (k)......The Company has taken reasonable steps to protect the\nCompany's  rights in the Company's  confidential  information  and trade secrets\nthat it wishes to protect or any trade secrets or  confidential  information  of\nthird parties provided to the Company, and, without limiting the foregoing,  the\nCompany has and enforces a policy  requiring  each  employee and  contractor  to\nexecute a proprietary information\/confidentiality agreement in the form attached\nhereto as  Exhibit F and,  except  as set  forth on Part  2.9(l) of the  Company\nSchedules,  all current and former employees and contractors of the Company have\nexecuted such an agreement.\n\n         2.10.....Compliance; Permits; Restrictions.\n                  ---------------------------------\n\n                  (a)......Neither  the Company nor any of its  subsidiaries is,\nin any material respect,  in conflict with, or in default or in violation of (i)\nany law, rule,  regulation,  order, judgment or decree applicable to the Company\nor any of its subsidiaries or by which the Company or any of its subsidiaries or\nany of their  respective  properties is bound, or (ii) any material note,  bond,\nmortgage,  indenture,  contract, agreement, lease, license, permit, franchise or\nother  instrument or obligation to which the Company or any of its  subsidiaries\nis a party or by which the Company or any of its  subsidiaries  or its or any of\ntheir  respective  businesses  or  properties  is bound,  except for  conflicts,\nviolations and defaults that  (individually or in the aggregate) would not cause\nthe Company to lose any  material  benefit or incur any material  liability.  No\ninvestigation  or  review  by any  Governmental  Entity  is  pending  or, to the\nCompany's knowledge,  has been threatened in a writing delivered to the Company,\nagainst the Company or any of its subsidiaries, nor, to the Company's knowledge,\nhas any  Governmental  Entity indicated an intention to conduct an investigation\nof the  Company  or any of its  subsidiaries.  There is no  material  agreement,\njudgment,  injunction,  order or decree  binding  upon the Company or any of its\nsubsidiaries  which has or could  reasonably  be  expected to have the effect of\nprohibiting or materially  impairing any business practice of the Company or any\nof its subsidiaries,  any acquisition of material property by the Company or any\nof its  subsidiaries  or the conduct of  business  by the  Company as  currently\nconducted.\n\n                  (b)......The  Company and its subsidiaries hold, to the extent\nlegally  required,  all permits,  licenses,  variances,  exemptions,  orders and\napprovals from  Governmental  Entities that are material to and required for the\noperation of the business of the Company as currently  conducted  (collectively,\nthe \"Company  Permits\").  The Company and its  subsidiaries are in compliance in\nall material  respects with the terms of the Company  Permits,  except where the\nfailure to be in compliance  with the terms of the Company  Permits would not be\nmaterial to the Company.\n\n         2.11.....Litigation.  Except as  disclosed  in Part 2.11 of the Company\nSchedules, there are no claims, suits, actions or proceedings pending or, to the\nknowledge  of the Company,  threatened  against,  relating to or  affecting  the\nCompany or any of its subsidiaries,  before any court,  governmental department,\ncommission,  agency,  instrumentality or authority, or any arbitrator that seeks\nto restrain or enjoin the consummation of the transactions  contemplated by this\nAgreement or which could  reasonably  be expected,  either  singularly or in the\naggregate with all such claims,  actions or  proceedings,  to be material to the\nCompany.  No  Governmental  Entity has at any time challenged or questioned in a\nwriting  delivered  to the  Company  the legal  right of the  Company to design,\nmanufacture, offer or sell any of its products or services in the present manner\nor style thereof.\n\n         Except as disclosed in Part 2.11 of the Company Schedules,  the Company\nhas never been subject to an audit,  compliance  review,  investigation  or like\ncontract review by the GSA office of the Inspector General or other Governmental\nEntity  or  agent  thereof  in  connection  with  any  government   contract  (a\n\"Government   Audit\"),  to  the  Company's  knowledge  no  Government  Audit  is\nthreatened,  and in the event of such Government  Audit, to the knowledge of the\nCompany,  no basis  exists  for a finding  of  noncompliance  with any  material\nprovision of any government  contract or a refund of any amounts paid or owed by\nany  Governmental  Entity  pursuant to such government  contract.  For each item\ndisclosed  in the  Company  Schedule  pursuant to this  Section  2.11 a true and\ncomplete copy of all  correspondence  and documentation with respect thereto has\nbeen made available to Parent.\n\n         2.12.....Brokers'  and Finders'  Fees.  Except for fees payable to W.R.\nHambrecht  pursuant to an  engagement  letter  dated  January 20, 2000 a copy of\nwhich has been  provided to Parent,  the Company has not  incurred,  nor will it\nincur,  directly or indirectly,  any liability for brokerage or finders' fees or\nagents'  commissions or any similar charges in connection with this Agreement or\nany transaction contemplated hereby.\n\n         2.13.....Transactions  with  Affiliates.  Except  as set  forth  in the\nCompany SEC Reports,  since  September 30, 1999, no event has occurred as of the\ndate of this  Agreement  that would be  required  to be  reported by the Company\npursuant to Item 404 of Regulation S-K  promulgated by the SEC. Part 2.13 of the\nCompany Schedules  identifies each person who is an \"affiliate\" (as that term is\nused in Rule 145 promulgated  under the Securities Act) of the Company as of the\ndate of this Agreement.\n\n         2.14.....Employee Benefit Plans.\n                  ----------------------\n\n                  (a)......Definitions.  With the exception of the definition of\n\"Affiliate\" set forth in Section  2.14(a)(i) below (which definition shall apply\nonly to this Section 2.14), for purposes of this Agreement,  the following terms\nshall have the meanings set forth below:\n\n          (i)  \"Affiliate\"  shall mean any other  person or entity  under common\n     control with the Company within the meaning of Section 414(b),  (c), (m) or\n     (o) of the Code and the regulations issued thereunder;\n\n          (ii) \"Company  Employee  Plan\" shall mean any plan,  program,  policy,\n     practice,   contract,   agreement  or  other   arrangement   providing  for\n     compensation,  severance,  termination pay,  performance  awards,  stock or\n     stock-related  awards,  fringe  benefits  or  other  employee  benefits  or\n     remuneration of any kind, whether written or unwritten or otherwise, funded\n     or unfunded,  including without  limitation,  each \"employee benefit plan,\"\n     within  the  meaning  of  Section  3(3)  of  ERISA  which  is or  has  been\n     maintained,  contributed  to,  or  required  to be  contributed  to, by the\n     Company or any Affiliate for the benefit of any Employee\n\n          (iii)   \"COBRA\"   shall   mean   the   Consolidated   Omnibus   Budget\n     Reconciliation Act of 1985, as amended\n\n          (iv) \"DOL\" shall mean the Department of Labor;\n\n          (v) \"Employee\" shall mean any current,  former,  or retired  employee,\n     officer, or\ndirector of the Company or any Affiliate;\n\n          (vi)  \"Employee  Agreement\"  shall mean each  management,  employment,\n     severance, consulting, relocation, repatriation,  expatriation, visas, work\n     permit  or  similar  agreement  or  contract  between  the  Company  or any\n     Affiliate and any Employee or consultant;\n\n          (vii) \"ERISA\" shall mean the Employee  Retirement  Income Security Act\n     of 1974, as amended;\n\n          (viii)  \"FMLA\"  shall mean the Family  Medical  Leave Act of 1993,  as\n     amended;\n\n          (ix)  \"International  Employee Plan\" shall mean each Company  Employee\n     Plan that has been adopted or maintained by the Company, whether informally\n     or formally, for the benefit of Employees outside the United States;\n\n          (x) \"IRS\" shall mean the Internal Revenue Service;\n\n          (xi)  \"Multiemployer  Plan\" shall mean any \"Pension  Plan\" (as defined\n     below)  which is a  \"multiemployer  plan,\" as defined  in Section  3(37) of\n     ERISA;\n\n          (xii) \"PBGC\" shall mean the Pension Benefit Guaranty Corporation; and\n\n          (xiii)  \"Pension Plan\" shall mean each Company  Employee Plan which is\n     an \"employee  pension  benefit plan,\" within the meaning of Section 3(2) of\n     ERISA.\n\n                  (b)......Schedule.  Part  2.14(b)  of  the  Company  Schedules\ncontain an accurate and complete  list of each  Company  Employee  Plan and each\nmaterial Employee Agreement.  The Company does not have any legally binding plan\nor commitment to establish any new Company  Employee Plan, to modify any Company\nEmployee Plan or Employee  Agreement (except to the extent required by law or to\nconform any such Company Employee Plan or Employee Agreement to the requirements\nof any  applicable  law,  in each  case as  previously  disclosed  to  Parent in\nwriting,  or as  required  by this  Agreement),  or to enter  into  any  Company\nEmployee Plan or material Employee Agreement,  nor does it have any intention or\ncommitment to do any of the  foregoing.  Since December 31, 1999 the Company has\nhired  five  employees  and has  indicated  in  written  offer  letters  that an\naggregate  of 37,000  options  would be  granted  to these  employees  (the \"New\nOptions\");  none of the vesting terms of the New Options  shall  accelerate as a\nresult of the actions contemplated by this Agreement.\n\n                  (c)......Documents. The Company has provided or made available\nto Parent:  (i) correct and  complete  copies of all  documents  embodying  each\nCompany  Employee Plan and each  Employee  Agreement  including  all  amendments\nthereto  and  written  interpretations  thereof;  (ii)  the most  recent  annual\nactuarial valuations, if any, prepared for each Company Employee Plan; (iii) the\nthree (3) most recent  annual  reports  (Form Series 5500 and all  schedules and\nfinancial statements attached thereto), if any, required under ERISA or the Code\nin  connection  with each Company  Employee Plan or related  trust;  (iv) if the\nCompany Employee Plan is funded, the most recent annual and periodic  accounting\nof Company  Employee Plan assets;  (v) the most recent summary plan  description\ntogether with the summary of material  modifications  thereto,  if any, required\nunder  ERISA  with  respect  to  each  Company   Employee  Plan;  (vi)  all  IRS\ndetermination,  opinion, notification and advisory letters, and rulings relating\nto Company Employee Plans and copies of all applications and  correspondence  to\nor from the IRS or the DOL with respect to any Company  Employee Plan; (vii) all\nmaterial  written  agreements  and contracts  relating to each Company  Employee\nPlan, including,  but not limited to, administrative  service agreements,  group\nannuity  contracts  and group  insurance  contracts;  (viii) all  communications\nmaterial to any Employee or Employees  relating to any Company Employee Plan and\nany proposed Company  Employee Plans, in each case,  relating to any amendments,\nterminations,  establishments,  increases or decreases in benefits, acceleration\nof payments  or vesting  schedules  or other  events  which would  result in any\nmaterial liability to the Company; (ix) all COBRA forms and related notices; and\n(x) all  registration  statements and  prospectuses  prepared in connection with\neach Company Employee Plan.\n\n                  (d)......Employee Plan Compliance. Except as set forth in Part\n2.14(d) of the Company Schedules,  (i) the Company has performed in all material\nrespects all obligations required to be performed by it under, is not in default\nor  violation  of, and has no knowledge of any default or violation by any other\nparty to each Company  Employee  Plan,  and each Company  Employee Plan has been\nestablished and maintained in all material respects in accordance with its terms\nand in  compliance  with  all  applicable  laws,  statutes,  orders,  rules  and\nregulations,  including but not limited to ERISA or the Code;  (ii) each Company\nEmployee  Plan  intended to qualify  under  Section  401(a) of the Code and each\ntrust intended to qualify under Section 501(a) of the Code has either received a\nfavorable determination letter from the IRS with respect to each such Plan as to\nits  qualified  status  under the Code,  including  all  amendments  to the Code\neffected  by the Tax  Reform  Act of 1986  and  subsequent  legislation,  or has\nremaining  a  period  of  time  under  applicable  Treasury  regulations  or IRS\npronouncements  in which to apply for such a  determination  letter and make any\namendments necessary to obtain a favorable  determination;  (iii) no \"prohibited\ntransaction,\" within the meaning of Section 4975 of the Code or Sections 406 and\n407 of ERISA,  and not otherwise exempt under Section 408 of ERISA, has occurred\nwith respect to any Company  Employee Plan; (iv) there are no actions,  suits or\nclaims  pending,  or, to the knowledge of the Company,  threatened or reasonably\nanticipated  (other  than  routine  claims for  benefits)  against  any  Company\nEmployee  Plan or against  the assets of any  Company  Employee  Plan;  (v) each\nCompany Employee Plan can be amended, terminated or otherwise discontinued after\nthe Effective Time in accordance  with its terms,  without  liability to Parent,\nthe  Company  or any of  its  Affiliates  (other  than  ordinary  administration\nexpenses typically incurred in a termination  event);  (vi) there are no audits,\ninquiries  or  proceedings  pending or, to the  knowledge  of the Company or any\nAffiliates,  threatened  by the IRS or DOL with respect to any Company  Employee\nPlan;  and (vii) neither the Company nor any Affiliate is subject to any penalty\nor tax with respect to any Company  Employee Plan under Section  402(i) of ERISA\nor Sections 4975 through 4980 of the Code.\n\n                  (e)......Pension  Plans.  The Company does not now, nor has it\never, maintained,  established,  sponsored,  participated in, or contributed to,\nany  Pension  Plan which is  subject to Title IV of ERISA or Section  412 of the\nCode.\n\n                  (f)......Multiemployer  Plans.  At no  time  has  the  Company\ncontributed to or been requested to contribute to any Multiemployer Plan.\n\n                  (g)......No  Post-Employment  Obligations. No Company Employee\nPlan provides, or has any liability to provide, retiree life insurance,  retiree\nhealth or other retiree  employee welfare benefits to any person for any reason,\nexcept as may be required by COBRA or other  applicable law, and the Company has\nnever represented,  promised or contracted  (whether in oral or written form) to\nany  Employee  (either  individually  or to  Employees  as a group) or any other\nperson that such Employee(s) or other person would be provided with retiree life\ninsurance,  retiree health or other retiree employee welfare benefit,  except to\nthe extent required by statute.\n\n                  (h)......Neither  the Company nor any Affiliate  has, prior to\nthe Effective Time, and in any material respect, violated any of the health care\ncontinuation  requirements  of COBRA,  the  requirements  of FMLA or any similar\nprovisions of state law applicable to its Employees.\n\n                  (i)......Effect  of  Transaction.  Except as set forth on Part\n2.14(i) of the  Company  Schedules,  the  execution  of this  Agreement  and the\nconsummation of the transactions  contemplated  hereby will not (either alone or\nupon the occurrence of any additional or subsequent  events) constitute an event\nunder any Company Employee Plan, Employee Agreement,  trust or loan that will or\nmay result in any payment (whether of severance pay or otherwise), acceleration,\nforgiveness  of  indebtedness,  vesting,  distribution,  increase in benefits or\nobligation to fund  benefits  with respect to any former or current  Employee or\ndirector.\n\n                  (j)......Employment Matters. The Company: (i) is in compliance\nin all material respects with all applicable foreign,  federal,  state and local\nlaws, rules and regulations respecting employment,  employment practices,  terms\nand conditions of employment and wages and hours,  in each case, with respect to\nEmployees;  (ii) has withheld all amounts  required by law or by agreement to be\nwithheld from the wages, salaries and other payments to Employees;  (iii) is not\nliable  for any  arrears  of wages or any taxes or any  penalty  for  failure to\ncomply  with any of the  foregoing;  and  (iv) is not  liable  for any  material\npayment  to any trust or other  fund or to any  governmental  or  administrative\nauthority,  with respect to unemployment  compensation benefits, social security\nor other benefits or obligations for Employees  (other than routine  payments to\nbe made in the normal  course of business and  consistent  with past  practice).\nThere are no  pending,  or, to the  Company's  knowledge,  threatened  claims or\nactions against the Company under any worker's  compensation policy or long-term\ndisability  policy. To the Company's  knowledge,  no employee of the Company has\nviolated any  employment  contract,  nondisclosure  agreement or  noncompetition\nagreement by which such employee is bound due to such employee being employed by\nthe Company and  disclosing to the Company or using trade secrets or proprietary\ninformation of any other person or entity.\n\n                  (k)......Labor.  No work stoppage or labor strike  against the\nCompany is pending,  threatened or reasonably anticipated.  The Company does not\nknow of any  activities  or  proceedings  of any  labor  union to  organize  any\nEmployees.  There are no actions,  suits,  claims,  labor disputes or grievances\npending,  or,  to  the  knowledge  of  the  Company,  threatened  or  reasonably\nanticipated  relating to any labor,  safety or discrimination  matters involving\nany Employee,  including, without limitation,  charges of unfair labor practices\nor   discrimination   complaints,   which,  if  adversely   determined,   would,\nindividually  or in the  aggregate,  result  in any  material  liability  to the\nCompany.  Neither  the Company  nor any of its  subsidiaries  has engaged in any\nunfair labor  practices  within the meaning of the National Labor Relations Act.\nThe Company is not presently,  nor has it been in the past, a party to, or bound\nby, any  collective  bargaining  agreement  or union  contract  with  respect to\nEmployees  and no  collective  bargaining  agreement is being  negotiated by the\nCompany.\n\n                  (l)......International   Employee  Plan.  Each   International\nEmployee Plan has been  established,  maintained  and  administered  in material\ncompliance with its terms and conditions and with the requirements prescribed by\nany  and  all  statutory  or  regulatory   laws  that  are  applicable  to  such\nInternational  Employee Plan.  Furthermore,  no International  Employee Plan has\nunfunded  liabilities,  that as of the  Effective  Time,  will not be  offset by\ninsurance or fully accrued.  Except as required by law, no condition exists that\nwould  prevent  the  Company  or  Parent  from   terminating   or  amending  any\nInternational Employee Plan at any time for any reason.\n\n                  (m)......Restricted  Stock.  No shares of outstanding  Company\nCommon  Stock are  unvested  or are  subject  to a  repurchase  option,  risk of\nforfeiture or other  condition  under any applicable  restricted  stock purchase\nagreement or other agreement with the Company.\n\n         2.15.....Environmental Matters.\n                  ---------------------\n\n                  (a)......Hazardous  Material.  Except as would  not  result in\nmaterial liability to the Company, no underground storage tanks and no amount of\nany  substance  that  has  been  designated  by any  Governmental  Entity  or by\napplicable federal,  state or local law to be radioactive,  toxic,  hazardous or\notherwise a danger to health or the environment,  including, without limitation,\nPCBs,  asbestos,  petroleum,  urea-formaldehyde  and all  substances  listed  as\nhazardous  substances  pursuant  to the  Comprehensive  Environmental  Response,\nCompensation,  and Liability Act of 1980, as amended,  or defined as a hazardous\nwaste pursuant to the United States  Resource  Conservation  and Recovery Act of\n1976, as amended,  and the  regulations  promulgated  pursuant to said laws, but\nexcluding office and janitorial supplies,  (a \"Hazardous Material\") are present,\nor as a result of the actions of the Company or any of its  subsidiaries  or any\naffiliate of the Company,  or, to the  Company's  knowledge,  as a result of any\nactions of any third party or otherwise, in, on or under any property, including\nthe land and the improvements,  ground water and surface water thereof, that the\nCompany or any of its subsidiaries has at any time owned, operated,  occupied or\nleased.\n\n                  (b)......Hazardous  Materials Activities.  Except as would not\nresult in a material  liability to the Company (in any individual case or in the\naggregate) (i) neither the Company nor any of its  subsidiaries has transported,\nstored,  used,  manufactured,  disposed of, released or exposed its employees or\nothers to Hazardous Materials in violation of any law in effect on or before the\nClosing  Date,  and (ii)  neither the Company  nor any of its  subsidiaries  has\ndisposed of, transported,  sold, used, released, exposed its employees or others\nto or manufactured  any product  containing a Hazardous  Material  (collectively\n\"Hazardous Materials Activities\") in violation of any rule,  regulation,  treaty\nor statute  promulgated by any  Governmental  Entity in effect prior to or as of\nthe date hereof to  prohibit,  regulate or control  Hazardous  Materials  or any\nHazardous Material Activity.\n\n                  (c)......Permits.  The Company and its subsidiaries  currently\nhold all environmental  approvals,  permits,  licenses,  clearances and consents\n(the \"Company Environmental Permits\") necessary for the conduct of the Company's\nand its subsidiaries'  Hazardous Material Activities and other businesses of the\nCompany and its  subsidiaries  as such  activities  and businesses are currently\nbeing conducted.\n\n                  (d)......Environmental  Liabilities.  No  action,  proceeding,\nrevocation proceeding,  amendment procedure,  writ or injunction is pending, and\nto the  Company's  knowledge,  no  action,  proceeding,  revocation  proceeding,\namendment procedure,  writ or injunction has been threatened by any Governmental\nEntity against the Company or any of its subsidiaries in a writing  delivered to\nthe Company concerning any Company Environmental  Permit,  Hazardous Material or\nany Hazardous Materials Activity of the Company or any of its subsidiaries.  The\nCompany is not aware of any fact or circumstance which could involve the Company\nor any of its  subsidiaries in any  environmental  litigation or impose upon the\nCompany any material environmental liability.\n\n         2.16.....Year 2000 Compliance.  Except as disclosed in Part 2.16 of the\nCompany  Schedules,  the  Company's  products  and  internal  systems  have been\ndesigned  to  ensure  date  and  time  entry   recognition,   calculations  that\naccommodate same century and multi-century  formulas and date values,  leap year\nrecognition and  calculations,  and date data interface  values that reflect the\ncentury.  The Company's products and internal systems manage and manipulate data\ninvolving dates and times,  including single century formulas and  multi-century\nformulas, and do not cause an abnormal ending scenario within the application or\ngenerate incorrect values or invalid results involving such dates.\n\n         2.17.....Agreements, Contracts and Commitments. Except as otherwise set\nforth in Part 2.14 or 2.17 of the Company Schedules, neither the Company nor any\nof its subsidiaries is a party to or is bound by:\n\n                  (a)......any  employment or consulting agreement,  contract or\ncommitment  greater than  $100,000  with any officer,  employee or member of the\nCompany's  Board of  Directors,  other  than those  that are  terminable  by the\nCompany or any of its  subsidiaries  on no more than  thirty  (30) days'  notice\nwithout  liability  or  financial  obligation,  except  to  the  extent  general\nprinciples  of wrongful  termination  law may limit the  Company's or any of its\nsubsidiaries' ability to terminate employees at will;\n\n                  (b)......any  agreement  of  indemnification  or any  guaranty\nother than any agreement of indemnification  entered into in connection with the\nsale or license of software products in the ordinary course of business;\n\n                  (c)......any agreement,  contract or commitment containing any\ncovenant  limiting  in  any  respect  the  right  of the  Company  or any of its\nsubsidiaries  to engage in any line of business or to compete with any person or\ngranting any exclusive distribution rights;\n\n                  (d)......any  agreement,  contract or commitment  currently in\nforce  relating to the  disposition  or acquisition by the Company or any of its\nsubsidiaries after the date of this Agreement of a material amount of assets not\nin the  ordinary  course of  business  or  pursuant to which the Company has any\nmaterial  ownership interest in any corporation,  partnership,  joint venture or\nother business enterprise other than the Company's subsidiaries;\n\n                  (e)......any   joint   marketing  or   development   agreement\ncurrently  in force  under  which the  Company or any of its  subsidiaries  have\ncontinuing  material  obligations to jointly  market any product,  technology or\nservice and which may not be canceled  without penalty upon notice of 90 days or\nless,  or any  material  agreement  pursuant  to which the Company or any of its\nsubsidiaries  have  continuing  material  obligations  to  jointly  develop  any\nintellectual  property  that  will not be  owned,  in  whole or in part,  by the\nCompany or any of its subsidiaries and which may not be canceled without penalty\nupon notice of 90 days or less;\n\n                  (f)......any  agreement,  contract or commitment  currently in\nforce to provide  source code to any third  party for any product or  technology\nthat is material to the Company and its subsidiaries taken as a whole;\n\n                  (g)......except as set forth on Part 2.2 of Company Schedules,\nany agreement or plan,  including,  without  limitation,  any stock option plan,\nstock  appreciation  right plan or stock  purchase  plan, any of the benefits of\nwhich  will  be  increased,  or  the  vesting  of  benefits  of  which  will  be\naccelerated,  by the occurrence of any of the transactions  contemplated by this\nAgreement or the value of any of the benefits of which will be calculated on the\nbasis of any of the transactions contemplated by this Agreement;\n\n                  (h)......any  agreement,  contract or commitment  currently in\nforce to sell or distribute any Company  products,  service or technology except\nagreements with  distributors or sales  representatives  in the normal course of\nbusiness  cancelable without penalty upon notice of ninety (90) days or less and\nsubstantially in the form previously provided to Parent;\n\n                  (i)......any  mortgages,  indentures,   guarantees,  loans  or\ncredit  agreements,  security  agreements  or other  agreements  or  instruments\nrelating to the borrowing of money or extension of credit;\n\n                  (j)......any settlement agreement entered into within three \n(3) years prior to the date of this Agreement; or\n\n                  (k)......any other agreement, contract or commitment that has \na value of $100,000 or more individually.\n\n         Neither the Company nor any of its  subsidiaries,  nor to the Company's\nknowledge  any other  party to a Company  Contract  (as  defined  below),  is in\nbreach,  violation  or default  under,  and  neither  the Company nor any of its\nsubsidiaries  has  received  written  notice that it has  breached,  violated or\ndefaulted  under,  any  of  the  material  terms  or  conditions  of  any of the\nagreements,  contracts  or  commitments  to  which  the  Company  or  any of its\nsubsidiaries  is a party  or by  which  it is  bound  that  are  required  to be\ndisclosed in the Company  Schedules or are required to be filed with any Company\nSEC Report (any such agreement, contract or commitment, a \"Company Contract\") in\nsuch a manner as would  permit any other party to cancel or  terminate  any such\nCompany  Contract,  or would permit any other party to seek material  damages or\nother remedies (for any or all of such breaches,  violations or defaults, in the\naggregate).\n\n         2.18.....[RESERVED].\n\n         2.19.....Disclosure. None of the information supplied or to be supplied\nby or on behalf of the Company for  inclusion or  incorporation  by reference in\nthe registration  statement on Form S-4 (or similar  successor form) to be filed\nwith the SEC by Parent in connection with the issuance of Parent Common Stock in\nthe Merger (the  \"Registration  Statement\")  will, at the time the  Registration\nStatement  is filed with the SEC or at the time it becomes  effective  under the\nSecurities Act, contain any untrue statement of a material fact or omit to state\nany material  fact  required to be stated  therein or necessary in order to make\nthe statements  therein,  in the light of the circumstances under which they are\nmade, not misleading.  None of the information  supplied or to be supplied by or\non behalf of the Company for  inclusion  or  incorporation  by  reference in the\nProspectus\/Proxy  Statement to be filed with the SEC as part of the Registration\nStatement   (the   \"Prospectus\/Proxy   Statement\"),   will,   at  the  time  the\nProspectus\/Proxy  Statement is mailed to the stockholders of the Company, at the\ntime of the Company  Stockholders'  Meeting or as of the Effective Time, contain\nany untrue  statement  of a  material  fact or omit to state any  material  fact\nrequired  to be stated  therein  or  necessary  in order to make the  statements\ntherein,  in the light of the  circumstances  under  which  they are  made,  not\nmisleading.  The  Prospectus\/Proxy  Statement  will  comply  as to  form  in all\nmaterial  respects  with the  provisions  of the  Exchange Act and the rules and\nregulations  promulgated by the SEC thereunder.  Notwithstanding  the foregoing,\nthe Company makes no  representation or warranty with respect to any information\nsupplied by the Parent which is contained in any of the foregoing documents.\n\n         2.20.....Board  Approval. The Board of Directors of the Company has, as\nof the date of this  Agreement,  unanimously  (i) determined  that the Merger is\nfair to, and in the best  interests  of the Company and its  stockholders,  (ii)\napproved and deemed advisable,  subject to stockholder approval,  this Agreement\nand the transactions  contemplated hereby and (iii) determined to recommend that\nthe stockholders of the Company approve and adopt this Agreement and approve the\nMerger.\n\n         2.21.....Fairness   Opinion.  The  Company's  Board  of  Directors  has\nreceived a verbal opinion from W.R.  Hambrecht,  dated as of the date hereof, to\nthe  effect  that as of the  date  hereof,  the  Exchange  Ratio  is fair to the\nCompany's  stockholders  from a  financial  point of view and has  delivered  to\nParent such verbal opinion. The Company has a legally enforceable agreement with\nW.R.  Hambrecht to provide  this opinion in writing to the Company  within three\n(3) days of the date of this  Agreement  and that such opinion shall be included\nin the Prospectus\/Proxy Statement.\n\n         2.22.....Restrictions  on Business  Activities.  Except as set forth in\nPart 2.22 of the Company Schedule, there is no agreement,  commitment, judgment,\ninjunction,  order or decree binding upon the Company or to which the Company is\na party  which  has or  could  reasonably  be  expected  to have the  effect  of\nprohibiting or materially  impairing any business  practice of the Company,  any\nacquisition of property by the Company or the conduct of business by the Company\nas currently conducted.\n\n         2.23.....Insurance.   The  Company  maintains  insurance  policies  and\nfidelity bonds covering the assets, business, equipment, properties, operations,\nemployees,   officers  and  directors  of  the  Company  and  its   subsidiaries\n(collectively,  the \"Insurance  Policies\")  which are of the type and in amounts\ncustomarily  carried by persons  conducting  businesses  similar to those of the\nCompany and its  subsidiaries.  There is no material claim by the Company or any\nof its subsidiaries  pending under any of the material  Insurance Policies as to\nwhich coverage has been  questioned,  denied or disputed by the  underwriters of\nsuch policies or bonds.\n\n         2.24.....State  Takeover Statutes. No state takeover statute or similar\nstatute  or  regulation  applies to or  purports  to apply to the  Merger,  this\nAgreement and the Company Voting Agreements or the transactions  contemplated by\nthis Agreement and the Company Voting Agreements.\n\n                                   ARTICLE III\n\n             REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB\n\n         As of the date hereof and as of the Closing Date, Parent and Merger Sub\nrepresent and warrant to the Company, as follows:\n\n         3.1......Organization and Qualification;  Subsidiaries.  Each of Parent\nand its  subsidiaries is a corporation  duly organized,  validly existing and in\ngood standing under the laws of the  jurisdiction of its  incorporation  and has\nthe requisite corporate power and authority to own, lease and operate its assets\nand properties and to carry on its business as it is now being conducted, except\nwhere the failure to do so would not,  individually or in the aggregate,  have a\nMaterial  Adverse Effect on Parent.  Each of Parent and its  subsidiaries  is in\npossession of all Approvals  necessary to own,  lease and operate the properties\nit purports to own,  operate or lease and to carry on its  business as it is now\nbeing  conducted,  except  where the failure to have such  Approvals  would not,\nindividually or in the aggregate, have a Material Adverse Effect on Parent. Each\nof Parent  and its  subsidiaries  is duly  qualified  or  licensed  as a foreign\ncorporation to do business,  and is in good standing, in each jurisdiction where\nthe character of the properties owned, leased or operated by it or the nature of\nits activities makes such qualification or licensing necessary,  except for such\nfailures to be so duly  qualified  or licensed and in good  standing  that would\nnot, either individually or in the aggregate,  have a Material Adverse Effect on\nParent.\n\n         3.2......Certificate of Incorporation and Bylaws. Parent has previously\nfurnished  to  Company  complete  and  correct  copies  of  its  Certificate  of\nIncorporation and Bylaws,  (the \"Parent Charter  Documents\") as amended to date.\nSuch Parent Charter Documents and equivalent organizational documents of each of\nits subsidiaries are in full force and effect. Parent is not in violation of any\nof the provisions of the Parent Charter  Documents,  and no subsidiary of Parent\nis in violation of any of its equivalent organizational documents.\n\n         3.3......Capitalization.   The  authorized   capital  stock  of  Parent\nconsists of (i) 250,000,000  shares of Parent Common Stock, par value $0.001 per\nshare, and (ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share\n(\"Parent  Preferred  Stock\").  At the close of  business on January 31, 2000 (i)\n41,385,986  shares of Parent  Common Stock were issued and  outstanding,  (ii) 0\nshares of Parent Common Stock were held in treasury by Parent or by subsidiaries\nof Parent,  (iii)  1,000,000  shares of Parent  Common  Stock were  reserved for\nfuture  issuance  pursuant to Parent's  employee  stock  purchase plan, and (iv)\n8,144,826  shares of Parent  Common Stock were  reserved  for issuance  upon the\nexercise of outstanding  options  (\"Parent  Options\") to purchase  Parent Common\nStock. As of the date hereof, no shares of Parent Preferred Stock were issued or\noutstanding. The authorized capital stock of Merger Sub consists of 1,000 shares\nof common  stock,  par value  $0.001  per  share,  all of which,  as of the date\nhereof,  are issued and outstanding.  All of the outstanding  shares of Parent's\nand Merger Sub's respective  capital stock have been duly authorized and validly\nissued and are fully paid and  nonassessable.  All shares of Parent Common Stock\nsubject to  issuance as  aforesaid,  upon  issuance on the terms and  conditions\nspecified in the instruments pursuant to which they are issuable, shall, and the\nshares of Parent Common Stock to be issued  pursuant to the Merger will be, duly\nauthorized, validly issued, fully paid and nonassessable. All of the outstanding\nshares of capital  stock (other than  directors'  qualifying  shares) of each of\nParent's  subsidiaries  is duly  authorized,  validly  issued,  fully  paid  and\nnonassessable and all such shares (other than directors'  qualifying shares) are\nowned by Parent or another subsidiary free and clear of all security  interests,\nliens,  claims,  pledges,  agreements,  limitations  in Parent's  voting rights,\ncharges or other encumbrances of any nature whatsoever.\n\n         3.4......Authority; Non-Contravention\n\n                  (a)......Parent  and Merger Sub have all  requisite  corporate\npower  and  authority  to  enter  into  this  Agreement  and to  consummate  the\ntransactions  contemplated  hereby. The execution and delivery of this Agreement\nand the  consummation  of the  transactions  contemplated  hereby have been duly\nauthorized by all necessary corporate action on the part of Parent, subject only\nto the filing of the  Certificate  of Merger  pursuant  to  Delaware  Law.  This\nAgreement  has been duly  executed  and  delivered by Parent and Merger Sub, and\nupon due execution and delivery by the Company,  constitutes a valid and binding\nobligation of Parent and Merger Sub,  enforceable  against Parent and Merger Sub\nin  accordance  with its  terms,  except as  enforceability  may be  limited  by\nbankruptcy  and  other  similar  laws and  general  principles  of  equity.  The\nexecution  and  delivery of this  Agreement by Parent and Merger Sub do not, and\nthe  performance  of this  Agreement  by Parent  and  Merger  Sub will not,  (i)\nconflict with Parent  Charter  Documents,  (ii) subject to  compliance  with the\nrequirements  set forth in Section  3.4(b)  below,  conflict with or violate any\nlaw, rule, regulation,  order, judgment or decree applicable to Parent or any of\nits  subsidiaries or by which Parent or any of its  subsidiaries or any of their\nrespective  properties  are bound or  affected,  or (iii) result in any material\nbreach of or  constitute  a material  default  (or an event that with  notice or\nlapse of time or both would become a material default) under, or impair Parent's\nrights or alter the rights or obligations  of any third party under,  or give to\nothers any rights of termination, amendment, acceleration or cancellation of, or\nresult  in the  creation  of a  material  Encumbrance  on  any  of the  material\nproperties  or  assets of Parent or any of its  subsidiaries  pursuant  to,  any\nmaterial note, bond, mortgage,  indenture,  contract, agreement, lease, license,\npermit, franchise, concession, or other instrument or obligation to which Parent\nor  any  of  its  subsidiaries  is a  party  or by  which  Parent  or any of its\nsubsidiaries or its or any of their respective assets are bound or affected.\n\n                  (b)......No consent,  approval,  order or authorization of, or\nregistration, declaration or filing with any Governmental Entity, is required to\nbe obtained or made by Parent in  connection  with the execution and delivery of\nthis Agreement or the  consummation of the Merger,  except for (i) the filing of\nthe  Certificate  of Merger with the Secretary of State of the State of Delaware\n(ii)  the  approval  of the  Registration  Statement  and  the  Prospectus\/Proxy\nStatement  in  accordance   with  the  Securities  Act  and  the  Exchange  Act,\nrespectively,   (iii)  such   consents,   approvals,   orders,   authorizations,\nregistrations,  declarations  and  filings as may be required  under  applicable\nfederal, foreign and state securities (or related) laws and the HSR Act, and the\nsecurities  or  antitrust  laws of any  foreign  country,  and (iv)  such  other\nconsents,  authorizations,  filings,  approvals and  registrations  which if not\nobtained  or made would not be  material  to Parent or have a  material  adverse\neffect on the ability of the parties hereto to consummate the Merger.\n\n         3.5......SEC Filings; Parent Financial Statements.\n                  ----------------------------------------\n\n                  (a)......Parent  has filed all forms,  reports  and  documents\nrequired to be filed by Parent with the SEC since  December 9, 1999 and has made\navailable  to the Company  such forms,  reports and  documents in the form filed\nwith the SEC. All such required forms,  reports and documents  (including  those\nthat Parent may file  subsequent  to the date  hereof) are referred to herein as\nthe \"Parent SEC Reports\").  As of their respective dates, Parent SEC Reports (i)\nwere  prepared in  accordance  and  complied in all material  respects  with the\nrequirements of the Securities Act, or the Exchange Act, as the case may be, and\nthe rules and  regulations of the SEC  thereunder  applicable to such Parent SEC\nReports  and  (ii)  did not at the time  they  were  filed  contain  any  untrue\nstatement  of a material  fact or omit to state a material  fact  required to be\nstated  therein or necessary  in order to make the  statements  therein,  in the\nlight of the circumstances  under which they were made, not misleading.  None of\nParent's  subsidiaries is required to file any forms, reports or other documents\nwith the SEC.\n\n                  (b)......Each   of  the  consolidated   financial   statements\n(including,  in each case,  any related notes  thereto)  contained in Parent SEC\nReports (the \"Parent Financials\"),  including each Parent SEC Report filed after\nthe date hereof  until the  Closing,  (i)  complied  as to form in all  material\nrespects  with the  published  rules  and  regulations  of the SEC with  respect\nthereto,  (ii) was prepared in accordance with United States generally  accepted\naccounting  principles  (\"GAAP\")  applied on a consistent  basis  throughout the\nperiods  involved  (except as may be indicated  in the notes  thereto or, in the\ncase of unaudited interim financial  statements,  as may be permitted by the SEC\non Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated\nfinancial  position of Parent and its  subsidiaries  as at the respective  dates\nthereof and the consolidated  results of Parent's  operations and cash flows for\nthe periods  indicated,  except that the unaudited interim financial  statements\nmay not  contain  footnotes  and were or are  subject  to normal  and  recurring\nyear-end  adjustments.  The  balance  sheet of Parent  dated  October  29,  1999\ncontained in Parent's registration  statement on Form S-1 dated December 9, 1999\nis hereinafter referred to as (the \"Parent Balance Sheet\").\n\n                  (c)......Parent  has  heretofore  furnished  to the  Company a\ncomplete and correct copy of any amendments or modifications, which have not yet\nbeen  filed  with the SEC but which are  required  to be filed,  to  agreements,\ndocuments or other  instruments  which  previously had been filed by Parent with\nthe SEC pursuant to the Securities Act or the Exchange Act.\n\n                  (d)......Neither  Parent nor any of its  subsidiaries  has any\nliabilities (absolute, accrued, contingent or otherwise) of a nature required to\nbe  disclosed  on a balance  sheet or in the related  notes to the  consolidated\nfinancial statements prepared in accordance with GAAP which are, individually or\nin the aggregate,  material to the business,  results of operations or financial\ncondition  of  Parent  and  its  subsidiaries  taken  as  a  whole,  except  (i)\nliabilities  provided for in Parent's Balance Sheet or (ii) liabilities incurred\nsince  October 29, 1999 in the  ordinary  course of  business,  none of which is\nmaterial to the business, results of operations or financial condition of Parent\nand its subsidiaries, taken as a whole.\n\n         3.6......Absence of Certain Changes or Events. Since the date of Parent\nBalance  Sheet there has not been:  (i) any Material  Adverse  Effect on Parent,\n(ii) any  declaration,  setting  aside or payment of any  dividend  on, or other\ndistribution (whether in cash, stock or property) in respect of, any of Parent's\nor any of its subsidiaries' capital stock, or any purchase,  redemption or other\nacquisition by Parent of any of Parent's  capital stock or any other  securities\nof Parent  or its  subsidiaries  or any  options,  warrants,  calls or rights to\nacquire  any such  shares  or  other  securities  except  for  repurchases  from\nemployees   following  their   termination   pursuant  to  the  terms  of  their\npre-existing stock option or purchase agreements,  (iii) any split,  combination\nor  reclassification  of any of  Parent's  or any of its  subsidiaries'  capital\nstock, (iv) any granting by Parent or any of its subsidiaries of any increase in\ncompensation  or  fringe   benefits,   except  for  normal   increases  of  cash\ncompensation in the ordinary  course of business  consistent with past practice,\nor any  payment by Parent or any of its  subsidiaries  of any bonus,  except for\nbonuses made in the ordinary  course of business  consistent with past practice,\nor  any  granting  by  Parent  or any of its  subsidiaries  of any  increase  in\nseverance or termination  pay or any entry by Parent or any of its  subsidiaries\ninto   any   currently   effective   employment,   severance,   termination   or\nindemnification  agreement or any agreement the benefits of which are contingent\nor  the  terms  of  which  are  materially  altered  upon  the  occurrence  of a\ntransaction  involving Parent of the nature  contemplated  hereby,  (v) entry by\nParent or any of its  subsidiaries  into any licensing or other  agreement  with\nregard to the acquisition or disposition of any material  Intellectual  Property\n(as  defined in  Section  2.9) other than  licenses  in the  ordinary  course of\nbusiness  consistent  with past  practice,  (vi) any  amendment  or consent with\nrespect to any licensing  agreement filed or required to be filed by Parent with\nthe SEC,  (vii)  any  material  change  by  Parent  in its  accounting  methods,\nprinciples  or practices,  except as required by concurrent  changes in GAAP, or\n(viii)  any  revaluation  by Parent  of any of its  assets,  including,  without\nlimitation, writing down the value of capitalized inventory or writing off notes\nor accounts receivable other than in the ordinary course of business.\n\n         3.7......Tax.  Parent has timely  filed all Tax Returns  required to be\nfiled by it,  has paid all  Taxes  shown  thereon  to be due,  and has  provided\nadequate  accruals in accordance  with GAAP in its financial  statements for any\nTaxes  that have not been  paid.  No audit of any Tax  Return of Parent is being\nconducted by a Tax authority.  No extension of the statute of limitations on the\nassessment of any Taxes has been granted by Parent and is currently in effect.\n\n         3.8......Compliance; Permits; Restrictions.\n                  ---------------------------------\n\n                  (a)......Neither Parent nor any of its subsidiaries is, in any\nmaterial  respect,  in conflict  with,  or in default or in violation of (i) any\nlaw, rule, regulation,  order, judgment or decree applicable to Parent or any of\nits  subsidiaries or by which Parent or any of its  subsidiaries or any of their\nrespective  properties is bound or affected,  or (ii) any material  note,  bond,\nmortgage,  indenture,  contract, agreement, lease, license, permit, franchise or\nother  instrument or obligation to which Parent or any of its  subsidiaries is a\nparty  or by  which  Parent  or any of its  subsidiaries  or its or any of their\nrespective properties is bound or affected, except for conflicts, violations and\ndefaults that  (individually or in the aggregate) would not cause Parent to lose\nany material benefit or incur any material liability. No investigation or review\nby any  Governmental  Entity is  pending  or, to  Parent's  knowledge,  has been\nthreatened  in a  writing  delivered  to  Parent  against  Parent  or any of its\nsubsidiaries,  nor, to Parent's knowledge, has any Governmental Entity indicated\nan intention to conduct an investigation  of Parent or any of its  subsidiaries.\nThere is no material agreement,  judgment,  injunction,  order or decree binding\nupon Parent or any of its subsidiaries which has or could reasonably be expected\nto have the effect of prohibiting or materially  impairing any business practice\nof Parent or any of its  subsidiaries,  any acquisition of material  property by\nParent  or any of its  subsidiaries  or the  conduct  of  business  by Parent as\ncurrently conducted.\n\n                  (b)......Parent  and  its  subsidiaries  hold,  to the  extent\nlegally  required,  all permits,  licenses,  variances,  exemptions,  orders and\napprovals from  Governmental  Entities that are material to and required for the\noperation of the business of Parent as currently  conducted  (collectively,  the\n\"Parent Permits\"). Parent and its subsidiaries are in compliance in all material\nrespects  with the terms of Parent  Permits,  except  where the failure to be in\ncompliance with the terms of Parent Permits would not be material to Parent.\n\n         3.9......Litigation. There are no claims, suits, actions or proceedings\npending  or, to the  knowledge  of Parent,  threatened  against,  relating to or\naffecting  Parent or any of its  subsidiaries,  before any  court,  governmental\ndepartment,  commission, agency, instrumentality or authority, or any arbitrator\nthat  seeks  to  restrain  or  enjoin  the   consummation  of  the  transactions\ncontemplated  by this  Agreement or which could  reasonably be expected,  either\nsingularly or in the aggregate with all such claims, actions or proceedings,  to\nbe material to Parent.  No  Governmental  Entity has at any time  challenged  or\nquestioned in a writing delivered to Parent the legal right of Parent to design,\nmanufacture, offer or sell any of its products or services in the present manner\nor style thereof.  As of the date hereof,  to the knowledge of Parent,  no event\nhas occurred,  and no claim,  dispute or other condition or circumstance exists,\nthat will, or that would reasonably be expected to, cause or provide a bona fide\nbasis for a director or executive officer of Parent to seek indemnification from\nParent.\n\n         3.10.....Agreements,  Contracts and Commitments. As of the date of this\nAgreement, neither Parent nor any of its subsidiaries, nor to Parent's knowledge\nany other party to a material  Contract of Parent,  is in breach,  violation  or\ndefault under such Contract,  and neither Parent nor any of its subsidiaries has\nreceived  written notice that it has breached,  violated or defaulted under, any\nof the material terms or conditions of any material Contract of Parent in such a\nmanner as would permit any other party to cancel or terminate  any such material\nContract of Parent,  or would permit any other party to seek material damages or\nother remedies (for any or all of such breaches,  violations or defaults, in the\naggregate).\n\n         3.11.....Registration   Statement;   Proxy   Statement.   None  of  the\ninformation  supplied or to be supplied by Parent for inclusion or incorporation\nby  reference  in  (i)  the  Registration   Statement  will,  at  the  time  the\nRegistration  Statement  becomes effective under the Securities Act, contain any\nuntrue  statement of a material fact or omit to state any material fact required\nto be stated  therein or necessary in order to make the statements  therein,  in\nlight of the circumstances  under which they are made, not misleading;  and (ii)\nthe Proxy  Statement\/Prospectus will, at the dates mailed to the stockholders of\nCompany,  at  the  time  of  the  Company  Stockholders'  Meeting  and as of the\nEffective Time, contain any untrue statement of a material fact or omit to state\nany material  fact  required to be stated  therein or necessary in order to make\nthe statements therein, in light of the circumstances under which they are made,\nnot  misleading.  The  Registration  Statement  will  comply  as to  form in all\nmaterial  respects with the  provisions of the  Securities Act and the rules and\nregulations  promulgated by the SEC thereunder.  Notwithstanding  the foregoing,\nParent  makes no  representation  or warranty  with  respect to any  information\nsupplied by the Company which is contained in any of the foregoing documents.\n\n         3.12.....Board  Approval.  The Board of  Directors of Parent has, as of\nthe date of this  Agreement,  approved the  issuance of shares of Parent  Common\nStock and the payment of an aggregate of in connection with the Merger.\n\n         3.13.....Benefit  Plans.  To  the  extent  eligible,  employees  of the\nCompany may participate and\/or receive options and stock under the Parent's 1998\nStock Option Plan and 1998 Employee Stock Plan, pursuant to applicable laws.\n\n                                   ARTICLE IV\n\n                       CONDUCT PRIOR TO THE EFFECTIVE TIME\n\n         4.1......Conduct of Business by the Company. During the period from the\ndate of this  Agreement and continuing  until the earlier of the  termination of\nthis Agreement pursuant to its terms or the Effective Time, the Company and each\nof its  subsidiaries  shall,  except to the extent that Parent  shall  otherwise\nconsent in writing,  carry on its  business,  in all material  respects,  in the\nusual,  regular  and  ordinary  course,  in  substantially  the same  manner  as\nheretofore conducted and in compliance with all applicable laws and regulations,\npay its debts and taxes when due subject to good faith  disputes over such debts\nor taxes,  pay or perform other  material  obligations  when due subject to good\nfaith  disputes  over  such  obligations,  and use its  commercially  reasonable\nefforts  consistent  with past practices and policies to (i) preserve intact its\npresent business  organization,  (ii) keep available the services of its present\nofficers and  employees and (iii)  preserve its  relationships  with  customers,\nsuppliers,  distributors,  licensors,  licensees,  and others  with which it has\nbusiness dealings.\n\n         In addition,  except as permitted by the terms of this  Agreement,  and\nexcept as  provided  in Article 4 of the  Company  Schedules,  without the prior\nwritten consent of Parent, during the period from the date of this Agreement and\ncontinuing  until the earlier of the  termination of this Agreement  pursuant to\nits terms or the Effective  Time,  the Company shall not do any of the following\nand shall not permit its subsidiaries to do any of the following:\n\n                  (a)......Except  for the  acceleration of the vesting of stock\noptions  pursuant to pre-existing  contractual  arrangement as set forth in Part\n2.2(b) of the Company Schedules,  waive any stock repurchase rights, accelerate,\namend or change the period of  exercisability of options or restricted stock, or\nreprice options granted under any employee, consultant,  director or other stock\nplans or authorize  cash payments in exchange for any options  granted under any\nof such plans;\n\n                  (b)......Grant any severance or termination pay to any officer\nor employee  except  pursuant  to written  agreements  outstanding,  or policies\nexisting,  on the date  hereof and as  previously  disclosed  in writing or made\navailable to Parent, or adopt any new severance plan;\n\n                  (c)......Transfer  or  license  to any  person  or  entity  or\notherwise  extend,  amend or modify in any  material  respect  any rights to the\nCompany  Intellectual  Property,  or enter into grants to future patent  rights,\nother  than  non-exclusive  licenses  in the  ordinary  course of  business  and\nconsistent with past practice;\n\n                  (d)......Declare,  set aside or pay any  dividends  on or make\nany other distributions  (whether in cash, stock, equity securities or property)\nin respect of any  capital  stock or split,  combine or  reclassify  any capital\nstock or issue or authorize the issuance of any other  securities in respect of,\nin lieu of or in substitution for any capital stock;\n\n                  (e)......Purchase,  redeem or otherwise  acquire,  directly or\nindirectly,  any shares of  capital  stock of the  Company or its  subsidiaries,\nexcept repurchases of unvested shares at cost in connection with the termination\nof the  employment  relationship  with any employee  pursuant to stock option or\npurchase agreements in effect on January 20, 2000;\n\n                  (f)......Issue,  deliver, sell, authorize, pledge or otherwise\nencumber,  any shares of capital stock or any securities convertible into shares\nof capital stock, or subscriptions,  rights,  warrants or options to acquire any\nshares of capital  stock or any  securities  convertible  into shares of capital\nstock, or enter into other agreements or commitments of any character obligating\nit to issue any such  shares or  convertible  securities,  other  than (i) stock\noptions  pursuant to the Company  Stock Option Plans granted to employees of the\nCompany to purchase 1,200,000 shares (as appropriately adjusted for stock splits\nand the like) of Company  Common  Stock  with  strike  prices  equal to the fair\nmarket value of the Company Common Stock at the time of grant and otherwise with\nvesting  schedules and other terms subject to Section 5; (ii) issuance of shares\nof the Company  Common Stock in connection  with the prior  acquisitions  of the\nCompany,  as set forth in Part 4.1 of the Company Schedules;  and (iii) issuance\nof shares by the Company  Common Stock pursuant to the exercise of stock options\ntherefor outstanding as of January 20, 2000 or granted pursuant to the preceding\nclause (i);\n\n                  (g)......Cause,  permit  or  propose  any  amendments  to  its\nCertificate  of  Incorporation,  Bylaws or other  charter  documents (or similar\ngoverning  instruments of any of its subsidiaries) except to the extent required\nto comply with the Company's obligations hereunder,  required by law or required\nby the rules and regulations of Nasdaq;\n\n                  (h)......Except  as set  forth  on  Part  4.1  of the  Company\nSchedules and except for the acquisition of Question Exchange,  Inc. pursuant to\nthe terms of a certain  Agreement  and Plan of Merger  dated  January 27,  2000,\nacquire or agree to acquire by merging or  consolidating  with, or by purchasing\nany equity  interest  in or a portion of the assets of, or by any other  manner,\nany business or any  corporation,  partnership,  association  or other  business\norganization or division  thereof,  or otherwise acquire or agree to acquire any\nassets which are material,  individually or in the aggregate, to the business of\nthe Company or enter into any material joint ventures, strategic partnerships or\nalliances;\n\n                  (i)......Sell,  lease, license,  encumber or otherwise dispose\nof  any  properties  or  assets  which  are  material,  individually  or in  the\naggregate,  to the business of the Company,  except sales of inventory  and used\nequipment in the ordinary course of business consistent with past practice;\n\n                  (j)......Incur   any   indebtedness   for  borrowed  money  or\nguarantee  any  such  indebtedness  of  another  person,  issue or sell any debt\nsecurities  or  options,  warrants,  calls or other  rights to acquire  any debt\nsecurities  of the  Company,  enter into any \"keep well\" or other  agreement  to\nmaintain any financial  statement condition or enter into any arrangement having\nthe economic  effect of any of the foregoing  other than in connection  with the\nfinancing of ordinary course trade payables consistent with past practice;\n\n                  (k)......Adopt  or amend any employee benefit plan or employee\nstock  purchase or employee  stock  option  plan,  or enter into any  employment\ncontract or collective bargaining agreement (other than offer letters and letter\nagreements entered into in the ordinary course of business  consistent with past\npractice with employees who are terminable \"at will\"),  pay any special bonus or\nspecial  remuneration  to any director or employee,  or increase the salaries or\nwage rates or fringe benefits (including rights to severance or indemnification)\nof its directors,  officers, employees or consultants other than in the ordinary\ncourse of business,  consistent  with past  practice,  or change in any material\nrespect any management policies or procedures;\n\n                  (l)......Except  for  payments  made in  connection  with  the\nacquisition  of  Question  Exchange,  Inc.,  make any  payments  outside  of the\nordinary course of business  consistent with past practices in excess of $50,000\nindividually or in the aggregate;\n\n                  (m)......Modify,  amend or terminate  any Company  Contract or\nother  material  contract or  agreement  to which the Company or any  subsidiary\nthereof is a party or waive,  release or assign  any  material  rights or claims\nthereunder;\n\n                  (n)......Enter into any contracts,  agreements, or obligations\nrelating to the distribution, sale, license or marketing by third parties of the\nCompany's  products  or  products  licensed  by the  Company  other  than in the\nordinary course of business consistent with past practice;\n\n                  (o)......Materially  revalue  any of its assets or,  except as\nrequired  by  GAAP,  make  any  change  in  accounting  methods,  principles  or\npractices;\n\n                  (p)......Take  any action that could reasonably be expected to\ncause the Merger to fail to qualify as a  \"reorganization\"  under Section 368(a)\nof the Code; or\n\n                  (q)......Agree in writing or otherwise to take any of the \nactions described in (a) through (p) above.\n\n         4.2......Conduct of Business by Parent. During the period from the date\nof this  Agreement and continuing  until the earlier of the  termination of this\nAgreement  pursuant to its terms or the Effective  Time,  except as permitted by\nthe terms of this  Agreement and except as provided in Section 4.2 of the Parent\nSchedule,  without the prior written consent of Company, Parent shall not engage\nin any action that could  reasonably  be expected to cause the Merger to fail to\nqualify as a \"reorganization\" under Section 368(a) of the Code.\n\n                                    ARTICLE V\n\n                              ADDITIONAL AGREEMENTS\n\n         5.1......Prospectus\/Proxy   Statement;  Registration  Statement;  Other\nFilings.  As promptly as practicable after the execution of this Agreement,  the\nCompany and Parent  will  prepare  and file with the SEC,  the  Prospectus\/Proxy\nStatement  and  Parent  will  prepare  and file  with  the SEC the  Registration\nStatement  in  which  the  Prospectus\/Proxy  Statement  will  be  included  as a\nprospectus.  Each of Parent and Company shall provide promptly to the other such\ninformation  concerning its business and financial statements and affairs as, in\nthe reasonable  judgment of the providing party or its counsel,  may be required\nor  appropriate  for  inclusion  in  the  Proxy   Statement\/Prospectus  and  the\nRegistration  Statement,  or in any  amendments or supplements  thereto,  and to\ncause its  counsel  and  auditors  to  cooperate  with the  other's  counsel and\nauditors  in  the  preparation  of  the  Proxy   Statement\/Prospectus   and  the\nRegistration  Statement.  Each of the  Company  and Parent  will  respond to any\ncomments of the SEC, will use its respective  commercially reasonable efforts to\nhave the Registration  Statement  declared effective under the Securities Act as\npromptly  as  practicable  after  such  filing  and the  Company  will cause the\nProspectus\/Proxy  Statement  to be mailed to its  stockholders  at the  earliest\npracticable time after the Registration  Statement is declared  effective by the\nSEC. As promptly as practicable  after the date of this  Agreement,  each of the\nCompany and Parent  will  prepare  and file (i) with the United  States  Federal\nTrade  Commission  (the \"FTC\") and the  Antitrust  Division of the United States\nDepartment  of Justice  (\"DOJ\")  Notification  and Report Forms  relating to the\ntransactions  contemplated  herein  as  required  by the  HSR  Act,  as  well as\ncomparable pre-merger  notification forms required by the merger notification or\ncontrol laws and regulations of any applicable jurisdiction, as agreed to by the\nparties (the  \"Antitrust  Filings\")  and (ii) any other  filings  required to be\nfiled by it under the Exchange  Act, the  Securities  Act or any other  Federal,\nstate or foreign laws relating to the Merger and the  transactions  contemplated\nby this  Agreement  (the  \"Other  Filings\").  The  Company and Parent each shall\npromptly supply the other with any information which may be required in order to\neffectuate  any filings  pursuant to this Section  5.1.  Each of the Company and\nParent will notify the other  promptly upon the receipt of any comments from the\nSEC or its staff or any other government officials in connection with any filing\nmade  pursuant  hereto  and of any  request by the SEC or its staff or any other\ngovernment   officials  for  amendments  or  supplements  to  the   Registration\nStatement,  the  Prospectus\/Proxy  Statement or any  Antitrust  Filings or Other\nFiling or for  additional  information  and will supply the other with copies of\nall correspondence between such party or any of its representatives,  on the one\nhand, and the SEC, or its staff or any other government officials,  on the other\nhand,  with  respect  to  the  Registration   Statement,   the  Prospectus\/Proxy\nStatement,  the  Merger or any  Antitrust  Filing or Other  Filing.  Each of the\nCompany and Parent will cause all documents  that it is  responsible  for filing\nwith the SEC or other regulatory authorities under this Section 5.1 to comply in\nall material respects with all applicable  requirements of law and the rules and\nregulations promulgated thereunder.  Whenever any event occurs which is required\nto be set forth in an amendment or supplement to the Prospectus\/Proxy Statement,\nthe Registration  Statement or any Antitrust Filing or Other Filing, the Company\nor Parent, as the case may be, will promptly inform the other of such occurrence\nand  cooperate  in  filing  with the SEC or its  staff or any  other  government\nofficials,  and\/or mailing to  stockholders  of the Company and\/or Parent,  such\namendment or supplement.\n\n         5.2......Meeting of Company Stockholders.\n                  -------------------------------\n\n                  (a)......Promptly after the date hereof, the Company will take\nall action  necessary in  accordance  with Delaware Law and its  Certificate  of\nIncorporation  and Bylaws to convene a meeting of the Company's  stockholders to\nconsider adoption and approval of this Agreement and approval of the Merger (the\n\"Company Stockholders'  Meeting\") to be held as promptly as practicable,  and in\nany event (to the extent  permissible under applicable law) within 45 days after\nthe declaration of effectiveness of the Registration Statement. The Company will\nuse its commercially reasonable efforts to solicit from its stockholders proxies\nin favor of the adoption and approval of this  Agreement and the approval of the\nMerger and will take all other action  necessary or advisable to secure the vote\nor consent of its  stockholders  required by the rules of Nasdaq or Delaware Law\nto obtain such approvals.  Notwithstanding anything to the contrary contained in\nthis Agreement,  with Parent's prior written consent, the Company may adjourn or\npostpone  the Company  Stockholders'  Meeting to the extent  necessary to ensure\nthat any necessary supplement or amendment to the Prospectus\/Proxy  Statement is\nprovided to the  Company's  stockholders  in advance of a vote on the Merger and\nthis Agreement or, if as of the time for which the Company Stockholders' Meeting\nis originally scheduled (as set forth in the  Prospectus\/Proxy  Statement) there\nare insufficient shares of Company Common Stock represented (either in person or\nby proxy) to  constitute  a quorum  necessary  to conduct  the  business  of the\nCompany's  Stockholders'  Meeting.  The  Company  shall  ensure that the Company\nStockholders' Meeting is called, noticed, convened, held and conducted, and that\nall  proxies   solicited  by  the  Company  in   connection   with  the  Company\nStockholders'  Meeting are solicited,  in compliance  with the Delaware Law, the\nCompany's  Certificate of Incorporation and Bylaws,  the rules of Nasdaq and all\nother  applicable  legal  requirements.  The Company's  obligation to call, give\nnotice of, convene and hold the Company Stockholders' Meeting in accordance with\nthis  Section  5.2(a)  shall not be  limited  to or  otherwise  affected  by the\ncommencement,  disclosure,  announcement  or  submission  to the  Company of any\nAcquisition  Proposal (as defined  below),  or by any  withdrawal,  amendment or\nmodification of the recommendation of the Board of Directors of the Company with\nrespect to the Merger and\/or this Agreement.\n\n                  (b)......Subject to Section 5.2(c): (i) the Board of Directors\nof the Company shall unanimously recommend that the Company's  stockholders vote\nin favor of and adopt and approve this  Agreement  and approve the Merger at the\nCompany Stockholders' Meeting; (ii) the Prospectus\/Proxy Statement shall include\na  statement  to the  effect  that the Board of  Directors  of the  Company  has\nunanimously  recommended  that the Company's  stockholders  vote in favor of and\nadopt and approve  this  Agreement  and the Merger at the Company  Stockholders'\nMeeting;  and  (iii)  neither  the Board of  Directors  of the  Company  nor any\ncommittee  thereof  shall  withdraw,  amend or modify,  or propose or resolve to\nwithdraw,  amend  or  modify  in a  manner  adverse  to  Parent,  the  unanimous\nrecommendation  of the Board of  Directors  of the  Company  that the  Company's\nstockholders  vote in favor of and  adopt and  approve  this  Agreement  and the\nMerger.  For purposes of this  Agreement,  said  recommendation  of the Board of\nDirectors shall be deemed to have been modified in a manner adverse to Parent if\nsaid recommendation shall no longer be unanimous.\n\n                  (c)......Nothing  in this Agreement shall prevent the Board of\nDirectors of the Company from  withholding,  withdrawing,  amending or modifying\nits unanimous  recommendation in favor of the Merger if (i) a Superior Offer (as\ndefined  below) is made to the  Company and is not  withdrawn,  (ii) the Company\nshall have  provided  written  notice to Parent (a \"Notice of  Superior  Offer\")\nadvising Parent that the Company has received a Superior  Offer,  specifying the\nmaterial terms and conditions of such Superior Offer and  identifying the person\nor entity making such Superior Offer,  (iii) Parent shall not have,  within five\n(5) business days of Parent's receipt of the Notice of Superior  Proposal,  made\nan offer that the Company Board by a majority vote  determines in its good faith\njudgment (after  consultation with a financial adviser of nationally  recognized\nreputation)  to be at least as favorable to the Company's  stockholders  as such\nSuperior  Proposal  (it being  agreed  that the Company  Board  shall  convene a\nmeeting to  consider  any such offer by Parent  promptly  following  the receipt\nthereof),  (iv) the Board of Directors  of the Company  concludes in good faith,\nafter  consultation  with its outside  counsel,  that, in light of such Superior\nOffer,   the  withholding,   withdrawal,   amendment  or  modification  of  such\nrecommendation is required in order for the Board of Directors of the Company to\ncomply  with its  fiduciary  obligations  to the  Company's  stockholders  under\napplicable law and (v) neither the Company nor any of its representatives  shall\nhave violated any of the  restrictions  set forth in Section 5.5 or this Section\n5.2. The Company  shall provide  Parent with at least three  business days prior\nnotice (or such lesser prior notice as provided to the members of the  Company's\nBoard of Directors but in no event less than  twenty-four  hours) of any meeting\nof the Company's Board of Directors at which the Company's Board of Directors is\nreasonably expected to consider any Acquisition  Transaction (as defined below).\nNothing contained in this Agreement shall limit the Company's obligation to hold\nand  convene  the  Company  Stockholders'  Meeting  (regardless  of whether  the\nunanimous  recommendation  of the Board of Directors  of the Company  shall have\nbeen withdrawn,  amended or modified).  For purposes of this Agreement \"Superior\nOffer\" shall mean an unsolicited,  bona fide written offer made by a third party\nto consummate any of the following  transactions:  (i) a merger or consolidation\ninvolving  the  Company  pursuant  to  which  the  stockholders  of the  Company\nimmediately  preceding such  transaction hold none of the equity interest in the\nsurviving or resulting entity of such transaction or (ii) the acquisition by any\nperson  or group  (including  by way of a tender  offer or an  exchange  offer),\ndirectly or indirectly,  of ownership of 100% of the then outstanding  shares of\ncapital stock of the Company,  in each case on terms that the Board of Directors\nof the Company  determines,  in its  reasonable  judgment  (based on the written\nadvice of a financial  adviser of nationally  recognized  reputation) to be more\nfavorable to the Company  stockholders  from a financial  point of view than the\nterms of the Merger; provided,  however, that any such offer shall not be deemed\nto be a \"Superior Offer\" if any financing required to consummate the transaction\ncontemplated by such offer is not committed.\n\n                  (d)......Nothing  contained in this  Agreement  shall prohibit\nthe  Company  or its  Board of  Directors  from  taking  and  disclosing  to its\nstockholders  a position  contemplated  by Rules 14d-9 and 14e-2(a)  promulgated\nunder the Exchange Act.\n\n         5.3......Registration  Rights.  Parent  shall use its best  efforts  to\namend that certain  First  Amended and Restated  Registration  Rights  Agreement\ndated June 16, 1999 so that each Company  Affiliate  shall receive  registration\nrights for  Parent-initiated  secondary public offerings of Parent Common Stock,\nsuch that in the aggregate,  the Company  Affiliates  shall receive the right to\nsell no less than twenty percent (20%) of the selling  stockholder  component of\nthe first  Parent-initiated  secondary  offering of Parent Common Stock and pari\npassu rights on subsequent Parent-initiated secondary offering.\n\n         5.4......Confidentiality; Access to Information\n\n                  (a)......The  parties  acknowledge that the Company and Parent\nhave previously  executed a Confidentiality  Agreement,  dated as of January __,\n2000 (the \"Confidentiality  Agreement\"),  which  Confidentiality  Agreement will\ncontinue in full force and effect in accordance with its terms.\n\n                  (b)......Access to Information. Each of the Company and Parent\nwill  afford  the  other  and  the  other's   accountants,   counsel  and  other\nrepresentatives   reasonable   access  during  normal   business  hours  to  the\nproperties,  books,  records  and  personnel  during  the  period  prior  to the\nEffective Time to obtain all information concerning its business,  including the\nstatus of product  development  efforts,  properties,  results of operations and\npersonnel,  as such  other  party may  reasonably  request.  No  information  or\nknowledge obtained in any investigation pursuant to this Section 5.4 will affect\nor be deemed to modify any  representation  or warranty  contained herein or the\nconditions to the obligations of the parties to consummate the Merger.\n\n         5.5......No Solicitation.\n                  ---------------\n\n                  (a)......From  and after the date of this Agreement  until the\nEffective Time or  termination  of this  Agreement  pursuant to Article VII, the\nCompany and its subsidiaries  will not, nor will they authorize or permit any of\ntheir respective officers, directors,  affiliates or employees or any investment\nbanker,  attorney or other advisor or representative retained by any of them to,\ndirectly or indirectly, (i) solicit, initiate, knowingly encourage or induce the\nmaking,  submission or announcement of any Acquisition  Proposal (as hereinafter\ndefined),  (ii)  participate in any  discussions or negotiations  regarding,  or\nfurnish to any person other than Parent any non-public  information with respect\nto, or take any other action to  facilitate  any  inquiries or the making of any\nproposal  that  constitutes  or may  reasonably  be  expected  to lead  to,  any\nAcquisition  Proposal,  (iii) engage in discussions with any person with respect\nto any  Acquisition  Proposal,  except as to the existence of these  provisions,\n(iv) subject to Section  5.2(c)  approve,  endorse or recommend any  Acquisition\nProposal  or (v) enter  into any  letter of intent or  similar  document  or any\ncontract  agreement or  commitment  contemplating  or otherwise  relating to any\nAcquisition   Transaction;   provided,   however,   that  after  receipt  of  an\nunsolicited, written, bona fide Acquisition Proposal that the Board of Directors\nof the Company reasonably concludes may constitute a Superior Offer, the Company\nmay submit to the party  making  such  Acquisition  Proposal  a written  list of\nquestions,  the sole  purpose  of which is to  elicit  clarifications  as to the\nmaterial  terms  of the  Acquisition  Proposal  so as to  enable  the  Board  of\nDirectors  of the  Company  to make a  determination  whether  such  Acquisition\nProposal is in fact a Superior  Offer (it being  agreed that any  correspondence\nwith such party  shall be  limited  to  questions  and such  questions  shall be\nlimited to the purpose of  clarifying  the  material  terms of such  Acquisition\nProposal and shall not solicit or encourage any new Acquisition  Proposal or any\nchange to the Acquisition Proposal, and it being further agreed that the Company\nshall provide Parent with a copy of any  correspondence to be delivered pursuant\nto this Section 5.5(a) at least 24 hours prior to sending such correspondence to\nany third party).  The Company and its subsidiaries  will immediately  cease any\nand all  existing  activities,  discussions  or  negotiations  with any  parties\nconducted heretofore with respect to any Acquisition Proposal.  Without limiting\nthe foregoing, it is understood that any violation of the restrictions set forth\nin the  preceding  two  sentences  by any  officer,  director or employee of the\nCompany or any of its subsidiaries or any investment  banker,  attorney or other\nadvisor or  representative  of the Company or any of its  subsidiaries  shall be\ndeemed to be a breach of this Section 5.5 by the Company.\n\n         For purposes of this Agreement,  \"Acquisition  Proposal\" shall mean any\noffer or proposal  (other  than an offer or proposal by Parent)  relating to any\nAcquisition   Transaction.   For  purposes  of  this   Agreement,   \"Acquisition\nTransaction\"  shall  mean any  transaction  or  series of  related  transactions\ninvolving:  (A) any purchase  from the Company or  acquisition  by any person or\n\"group\" (as defined  under  Section  13(d) of the Exchange Act and the rules and\nregulations  thereunder)  of more than a 5%  interest  in the total  outstanding\nvoting  securities of the Company or any of its subsidiaries or any tender offer\nor exchange offer that if consummated  would result in any person or \"group\" (as\ndefined under  Section  13(d) of the Exchange Act and the rules and  regulations\nthereunder)  beneficially  owning  5% or more of the  total  outstanding  voting\nsecurities  of  the  Company  or  any  of  its   subsidiaries   or  any  merger,\nconsolidation,   business  combination  or  similar  transaction  involving  the\nCompany;  (B) any sale,  lease (other than in the ordinary  course of business),\nexchange,  transfer,  license  (other than in the ordinary  course of business),\nacquisition or disposition of more than 5% of the assets of the Company;  or (C)\nany liquidation or dissolution of the Company.\n\n                  (b)......In  addition  to the  obligations  of the Company set\nforth  in  paragraph  (a) of this  Section  5.5,  the  Company  as  promptly  as\npracticable  shall  advise  Parent  orally  and in  writing  of any  Acquisition\nProposal or any request for non-public  information which the Company reasonably\nbelieves  would  lead  to  an  Acquisition   Proposal  or  to  any   Acquisition\nTransaction,  or any inquiry  with  respect to or which the  Company  reasonably\nshould believe would lead to any  Acquisition  Proposal,  the material terms and\nconditions of such request, Acquisition Proposal or inquiry, and the identity of\nthe person or group making any such  request,  Acquisition  Proposal or inquiry.\nThe Company will keep Parent informed as promptly as practicable in all material\nrespects of the status and details  (including  material  amendments or proposed\nmaterial amendments) of any such Acquisition Proposal, request or inquiry.\n\n         5.6......Public  Disclosure.  Parent and the Company  will consult with\neach  other,  and to the extent  practicable,  agree,  before  issuing any press\nrelease or  otherwise  making any public  statement  with respect to the Merger,\nthis  Agreement  or any  Acquisition  Proposal and will not issue any such press\nrelease or make any such public statement prior to such consultation,  except as\nmay be  required  by law or any  listing  agreement  with a national  securities\nexchange.  The  parties  have  agreed  to the text of the  joint  press  release\nannouncing the signing of this Agreement.\n\n         5.7......Reasonable Efforts; Notification.\n                  --------------------------------\n\n                  (a)......Upon  the terms and  subject  to the  conditions  set\nforth  in this  Agreement,  each of the  parties  agrees  to use all  reasonable\nefforts to take,  or cause to be taken,  all actions,  and to do, or cause to be\ndone,  and to assist and cooperate  with the other parties in doing,  all things\nnecessary,  proper or advisable to consummate  and make  effective,  in the most\nexpeditious   manner   practicable,   the  Merger  and  the  other  transactions\ncontemplated by this Agreement, including using reasonable efforts to accomplish\nthe  following:  (i) the taking of all  reasonable  acts  necessary to cause the\nconditions precedent set forth in Article VI to be satisfied, (ii) the obtaining\nof all necessary actions or nonactions, waivers, consents, approvals, orders and\nauthorizations  from  Governmental  Entities  and the  making  of all  necessary\nregistrations,  declarations and filings (including registrations,  declarations\nand filings with Governmental Entities, if any) and the taking of all reasonable\nsteps as may be necessary to avoid any suit,  claim,  action,  investigation  or\nproceeding  by any  Governmental  Entity,  (iii) the  obtaining of all necessary\nconsents,  approvals or waivers from third  parties,  (iv) the  defending of any\nsuits,  claims,  actions,  investigations  or proceedings,  whether  judicial or\nadministrative,   challenging   this  Agreement  or  the   consummation  of  the\ntransactions  contemplated  hereby,  including  seeking  to  have  any  stay  or\ntemporary  restraining order entered by any court or other  Governmental  Entity\nvacated  or  reversed  and (v)  the  execution  or  delivery  of any  additional\ninstruments  necessary to consummate the  transactions  contemplated  by, and to\nfully carry out the purposes of, this Agreement.  In connection with and without\nlimiting the  foregoing,  the Company and its Board of Directors  shall,  if any\nstate takeover statute or similar statute or regulation is or becomes applicable\nto the Merger,  this Agreement or any of the  transactions  contemplated by this\nAgreement,  use all  reasonable  efforts to ensure that the Merger and the other\ntransactions  contemplated  by this  Agreement may be consummated as promptly as\npracticable  on the  terms  contemplated  by this  Agreement  and  otherwise  to\nminimize the effect of such statute or regulation on the Merger,  this Agreement\nand the transactions contemplated hereby. Notwithstanding anything herein to the\ncontrary,  nothing in this  Agreement  shall be deemed to require  Parent or the\nCompany or any  subsidiary or affiliate  thereof to agree to any  divestiture by\nitself or any of its  affiliates  of shares of capital stock or of any business,\nassets or property,  or the imposition of any material limitation on the ability\nof any of them to conduct their businesses or to own or exercise control of such\nassets, properties and stock.\n\n                  (b)......The Company shall give prompt notice to Parent of any\nrepresentation  or warranty  made by it  contained  in this  Agreement  becoming\nuntrue or inaccurate, or any failure of the Company to comply with or satisfy in\nany material respect any covenant, condition or agreement to be complied with or\nsatisfied by it under this Agreement, in each case, such that the conditions set\nforth in Section  6.3(a) or 6.3(b) would not be  satisfied,  provided,  however,\nthat  no  such  notification  shall  affect  the  representations,   warranties,\ncovenants or agreements of the parties or the  conditions to the  obligations of\nthe parties under this Agreement.\n\n                  (c)......Parent shall give prompt notice to the Company of any\nrepresentation  or warranty made by it or Merger Sub contained in this Agreement\nbecoming untrue or inaccurate,  or any failure of Parent or Merger Sub to comply\nwith or satisfy in any material respect any covenant,  condition or agreement to\nbe complied  with or satisfied by it under this  Agreement,  in each case,  such\nthat  the  conditions  set  forth in  Section  6.2(a)  or  6.2(b)  would  not be\nsatisfied,  provided,  however,  that  no such  notification  shall  affect  the\nrepresentations,  warranties,  covenants  or  agreements  of the  parties or the\nconditions to the obligations of the parties under this Agreement.\n\n         5.8......Third  Party  Consents.  As soon as practicable  following the\ndate hereof,  Parent and the Company will each use its  commercially  reasonable\nefforts to obtain any consents,  waivers and  approvals  under any of its or its\nsubsidiaries' respective agreements,  contracts,  licenses or leases required to\nbe obtained in connection with the consummation of the transactions contemplated\nhereby.\n\n         5.9......Stock Options and Employee Benefits.\n                  -----------------------------------\n\n                  (a)......At the Effective Time, each then outstanding  Company\nOption,  whether or not  exercisable at the Effective Time and regardless of the\nrespective  exercise  prices  thereof,  will be assumed by Parent.  Each Company\nOption so assumed by Parent under this  Agreement  will continue to have, and be\nsubject to, the same terms and conditions  set forth in the  applicable  Company\nStock Option Plan (and any  applicable  stock option  agreement for such Company\nOption) immediately prior to the Effective Time (including,  without limitation,\nany  repurchase  rights or vesting  provisions),  except  that (i) each  Company\nOption will be exercisable  (or will become  exercisable in accordance  with its\nterms)  for that  number of whole  shares of Parent  Common  Stock  equal to the\nproduct of the number of shares of Company  Common Stock that were issuable upon\nexercise  of  such  Company  Option  immediately  prior  to the  Effective  Time\nmultiplied by 0.425 (the  \"Exchange  Ratio\"),  rounded down to the nearest whole\nnumber of shares of Parent  Common Stock and (ii) the per share  exercise  price\nfor the shares of Parent  Common Stock  issuable  upon  exercise of such assumed\nCompany Option will be equal to the quotient determined by dividing the exercise\nprice per  share of  Company  Common  Stock at which  such  Company  Option  was\nexercisable  immediately  prior to the  Effective  Time by the  Exchange  Ratio,\nrounded down to the nearest  whole cent.  Each assumed  Company  Option shall be\nvested immediately following the Effective Time as to the same percentage of the\ntotal number of shares subject thereto as it was vested as of the Effective Time\n(taking  into  consideration  the  effect of the  Merger on the  vesting of such\nassumed Company Options); provided however, that the Company shall take all best\nefforts so that no Company  Option  shall vest in excess of 50% of the  unvested\nportion immediately prior to the Effective Time as a result of the Merger.\n\n                  (b)......It is intended that Company Options assumed by Parent\nshall qualify following the Effective Time as incentive stock options as defined\nin Section 422 of the Code to the extent Company Options  qualified as incentive\nstock options immediately prior to the Effective Time and the provisions of this\nSection 5.9 shall be applied consistent with such intent.\n\n                  (c)......It  is intended  that prior to  Closing,  the Company\nshall  place  into  escrow  with an escrow  agent  and form of escrow  agreement\nreasonably  acceptable  to Parent  shares of Company  Common  Stock (the \"Escrow\nShares\")  which  would have been issued by the  Company in  connection  with its\nprior  acquisitions  as set  forth on Part 4.1 of the  Company  Schedules.  Upon\nClosing,  such Escrow  Shares  shall be converted  into shares of Parent  Common\nStock in accordance with the terms of this Agreement and be released from escrow\nin accordance with the terms of the respective acquisition agreements.\n\n                  (d)......Prior  to the Effective Time, the Company shall grant\nstock  options  pursuant  to the Company  1999 Stock  Option Plan to purchase an\naggregate of 1,200,000  shares (as  appropriately  adjusted for stock splits and\nthe like) of Company  Common  Stock to such  persons  and in such  amounts as to\nwhich  Parent  shall have  agreed,  with strike  prices equal to the fair market\nvalue of the Company Common Stock at the time of grant,  with no acceleration of\nvesting  triggered by this Merger,  with 25% of the option vested 12 months from\nthe date of grant and 1\/48th per month  thereafter.  These options shall only be\ngranted to employees of the Company and in such individual  amounts as set forth\non a written  schedule  approved in writing by Parent  prior to the  granting of\nsuch options (\"Option Schedule\"); provided, however that no New Options shall be\nincluded on the Option  Schedule.  The Company shall provide the Option Schedule\nto Parent no later than ten (10) calendar days from the date hereof.\n\n                  (e)......For   purposes   of   determining    eligibility   to\nparticipate,  vesting,  and accrual or  entitlement  to benefits where length of\nservice is relevant  under any employee  benefit plan or  arrangement of Parent,\nthe  Surviving  Corporation,   or  any  of  their  respective   subsidiaries  or\naffiliates, the employees,  officers,  directors, and consultants of the Company\nas of the Effective Time (\"Affected Employees\") shall receive service credit for\nservice with the Company (and any predecessors  thereto) to the same extent that\nsuch service credit was granted under the Company Employee Plans,  subject to no\nduplication of benefits;  provided, however, that this paragraph shall not apply\nto any of Parent's equity benefit plans.\n\n                  (f)......Parent  shall  assume and honor,  or shall  cause the\nSurviving  Corporation to assume and honor, in accordance with their terms,  all\nwritten  employment,  retention,  consulting,  bonus,  severance and termination\nplans and  agreements  (including  change in  control  provisions)  of  Affected\nEmployees  provided  or made  available  to Parent on or prior to the  Effective\nTime.\n\n         5.10.....Form  S-8. If available  for use by Parent,  Parent  agrees to\nfile a registration  statement on Form S-8 for the shares of Parent Common Stock\nissuable with respect to assumed  Company Stock Options as soon as is reasonably\npracticable  after the Effective  Time, and in no event later than 45 days after\nthe Effective  Time and shall use its  commercially  reasonable  efforts to have\nsuch  registration  statement become effective and to maintain the effectiveness\nof such registration statement for so long as such options remain outstanding.\n\n         5.11.....Indemnification.\n                  ---------------\n\n                  (a)......From  and after the Effective Time,  Parent will, and\nwill cause the  Surviving  Corporation  to fulfill and honor in all respects the\nobligations of the Company pursuant to any  indemnification  agreements  between\nthe  Company  and its  directors  and  officers  as of the  Effective  Time (the\n\"Indemnified  Parties\").  The  Certificate  of  Incorporation  and Bylaws of the\nSurviving  Corporation  will contain  provisions with respect to exculpation and\nindemnification  that are at least as  favorable to the  Indemnified  Parties as\nthose contained in the Certificate of Incorporation and Bylaws of the Company as\nin effect on the date hereof, which provisions will not be amended,  repealed or\notherwise  modified  for a period of six years  from the  Effective  Time in any\nmanner that would  adversely  affect the rights  thereunder of individuals  who,\nimmediately prior to the Effective Time, were directors,  officers, employees or\nagents of the Company, unless such modification is required by law.\n\n                  (b)......For a period of three years after the Effective Time,\nParent will cause the Surviving  Corporation to use its commercially  reasonable\nefforts to maintain in effect, if available,  directors' and officers' liability\ninsurance  covering  those  persons who are  currently  covered by the Company's\ndirectors' and officers' liability insurance policy on terms comparable to those\napplicable  to the current  directors  and  officers of the  Company;  provided,\nhowever,  that in no event will Parent or the Surviving  Corporation be required\nto expend in excess of 150% of the annual premium  currently paid by the Company\nfor such coverage (or such coverage as is available for such 150% of such annual\npremium).\n\n         5.12.....Invention Assignment Agreement. The Company shall use its best\nefforts to have all employees and independent contractors execute, respectively,\nthat certain  Employee  Agreement  attached hereto as Exhibit F and that certain\nContractor  Agreement  attached  hereto as Exhibit G. The Company shall pay each\nsuch   employee  and   independent   contractor   one  hundred   (100)   dollars\ncontemporaneously with such execution.\n\n         5.13.....Nasdaq  Listing.  Parent  agrees to  authorize  for listing on\nNasdaq the shares of Parent  Common  Stock  issuable,  and those  required to be\nreserved for issuance,  in connection  with the Merger,  upon official notice of\nissuance.\n\n         5.14.....Company  Affiliate Agreement. Set forth on Exhibit B is a list\nof those persons who may be deemed to be, in the Company's  reasonable judgment,\naffiliates of the Company within the meaning of Rule 145  promulgated  under the\nSecurities  Act (each a \"Company  Affiliate\").  The Company will provide  Parent\nwith such information and documents as Parent  reasonably  requests for purposes\nof reviewing such list. Contemporaneously herewith, the Company shall deliver or\ncause to be  delivered  to  Parent,  from each  Company  Affiliate  an  executed\naffiliate  agreement in substantially the form attached hereto as Exhibit C (the\n\"Company Affiliate  Agreement\"),  each of which will be in full force and effect\nas of the Effective Time. Parent will be entitled to place  appropriate  legends\non the  certificates  evidencing  any Parent  Common  Stock to be  received by a\nCompany  Affiliate  pursuant  to the  terms  of  this  Agreement,  and to  issue\nappropriate  stop  transfer  instructions  to the transfer  agent for the Parent\nCommon Stock, consistent with the terms of the Company Affiliate Agreement.\n\n         5.15.....Option  Assumption  Agreement.  The Company shall use its best\nefforts  to cause each  holder of a Company  Option to  execute  and  deliver to\nParent an option assumption agreement in form delivered to the Company by Parent\n(the \"Option Assumption Agreement\").\n\n         5.16.....1999  Stock  Option  Plan.  The Company  shall  include in the\nProxy\/Prospectus  a proposal  for its  stockholders  to  increase  the number of\nshares  authorized  under the  Company's  1999 Stock Option Plan so that no less\nthan  1,200,000  shares of Company  Common Stock are  available for grant to the\nindividual  employees on the Option Schedule,  prior to the Closing (the \"Option\nIncrease\").\n\n         5.17.....Option  Information. The Company shall provide Parent with the\nOption Information no later than 5:00 p.m., California time on February 4, 2000.\n\n                                   ARTICLE VI\n\n                            CONDITIONS TO THE MERGER\n\n         6.1......Conditions  to Obligations of Each Party to Effect the Merger.\nThe respective  obligations of each party to this Agreement to effect the Merger\nshall be  subject to the  satisfaction  at or prior to the  Closing  Date of the\nfollowing conditions:\n\n                  (a)......Company  Stockholder  Approval.  This Agreement shall\nhave been approved and adopted, and the Merger shall have been duly approved, by\nthe requisite vote under applicable law, by the stockholders of the Company.\n\n                  (b)......Registration  Statement  Effective;  Proxy Statement.\nThe SEC shall have declared the Registration Statement effective.  No stop order\nsuspending the  effectiveness of the Registration  Statement or any part thereof\nshall  have been  issued  and no  proceeding  for that  purpose,  and no similar\nproceeding  in  respect  of the  Prospectus\/Proxy  Statement,  shall  have  been\ninitiated or threatened in writing by the SEC.\n\n                  (c)......No Order; HSR Act. No Governmental  Entity shall have\nenacted, issued, promulgated, enforced or entered any statute, rule, regulation,\nexecutive  order,   decree,   injunction  or  other  order  (whether  temporary,\npreliminary or permanent)  which is in effect and which has the effect of making\nthe Merger  illegal or otherwise  prohibiting  consummation  of the Merger.  All\nwaiting  periods,  if  any,  under  the  HSR Act  relating  to the  transactions\ncontemplated  hereby  will have  expired or  terminated  early and all  material\nforeign  antitrust  approvals  required  to be  obtained  prior to the Merger in\nconnection with the transactions contemplated hereby shall have been obtained.\n\n                  (d)......Tax Opinions.  Parent and the Company shall each have\nreceived  written  opinions from their  respective tax counsel  (Wilson  Sonsini\nGoodrich &amp; Rosati, Professional Corporation,  and Hutchins, Wheeler and Dittmar,\na  Professional  Corporation,  respectively),  in form and substance  reasonably\nsatisfactory  to them, to the effect that the Merger will  constitute a tax-free\nreorganization  within  the  meaning  of  Section  368(a)  of the  Code and such\nopinions shall not have been withdrawn;  provided,  however, that if the counsel\nto either  Parent or the Company does not render such  opinion,  this  condition\nshall  nonetheless  be deemed to be  satisfied  with  respect  to such  party if\ncounsel to the other party  renders such  opinion to such party.  The parties to\nthis Agreement  agree to make such  reasonable  representations  as requested by\nsuch counsel for the purpose of rendering such opinions.\n\n                  (e)......Nasdaq  Listing. The shares of Parent Common Stock to\nbe issued in the  Merger  shall  have been  authorized  for  listing  on Nasdaq,\nsubject to notice of issuance.\n\n         6.2......Additional  Conditions  to  Obligations  of the  Company.  The\nobligation of the Company to  consummate  and effect the Merger shall be subject\nto the  satisfaction  at or prior to the Closing  Date of each of the  following\nconditions, any of which may be waived, in writing, exclusively by the Company:\n\n                  (a)......Representations  and Warranties.  Each representation\nand warranty of Parent and Merger Sub contained in this Agreement (i) shall have\nbeen true and  correct as of the date of this  Agreement  and (ii) shall be true\nand correct on and as of the  Closing  Date with the same force and effect as if\nmade on the Closing Date except, (A) in each case, or in the aggregate,  as does\nnot  constitute a Material  Adverse  Effect on Parent or Merger Sub; and (B) for\nthose  representations  and  warranties  which  address  matters  only  as  of a\nparticular date (which representations shall have been true and correct (subject\nto the  qualifications  set  forth  in the  preceding  clause  (A))  as of  such\nparticular  date) (it being  understood  that, for purposes of  determining  the\naccuracy of such  representations  and  warranties,  (i) all  \"Material  Adverse\nEffect\" qualifications and other qualifications based on the word, \"material\" or\nother similar phrases contained in such  representations and warranties shall be\ndisregarded and (ii) any update of or modification to the Parent  Schedules made\nor purported to have been made after the  execution of this  Agreement  shall be\ndisregarded).  The Company shall have received a certificate with respect to the\nforegoing signed on behalf of Parent by an authorized officer of Parent.\n\n                  (b)......Agreements and Covenants. Parent and Merger Sub shall\nhave  performed or complied in all material  respects  with all  agreements  and\ncovenants required by this Agreement to be performed or complied with by them on\nor prior to the Closing Date,  and the Company shall have received a certificate\nto such effect signed on behalf of Parent by an authorized officer of Parent.\n\n                  (c)......Material  Adverse Effect.  No Material Adverse Effect\nwith respect to Parent shall have occurred since the date of this Agreement.\n\n         6.3......Additional  Conditions to the Obligations of Parent and Merger\nSub.  The  obligations  of Parent and Merger  Sub to  consummate  and effect the\nMerger shall be subject to the  satisfaction  at or prior to the Closing Date of\neach of the  following  conditions,  any of which  may be  waived,  in  writing,\nexclusively by Parent:\n\n                  (a)......Representations  and Warranties.  Each representation\nand warranty of the Company contained in this Agreement (i) shall have been true\nand correct as of the date of this  Agreement and (ii) shall be true and correct\non and as of the  Closing  Date with the same force and effect as if made on and\nas of the Closing Date except (A) in each case, or in the aggregate, as does not\nconstitute a Material  Adverse Effect on the Company;  provided,  however,  such\nMaterial Adverse Effect  qualification shall be inapplicable with respect to the\nrepresentations and warranties  contained in Sections 2.2(a) and (b), 2.3, 2.20,\n2.21 and 2.22, and (B) for those  representations  and warranties  which address\nmatters only as of a particular date (which representations shall have been true\nand correct  (subject to the  qualifications  set forth in the preceding  clause\n(A)) as of such  particular  date) (it being  understood  that,  for purposes of\ndetermining  the  accuracy  of  such  representations  and  warranties,  (i) all\n\"Material Adverse Effect\"  qualifications and other  qualifications based on the\nword,  \"material\" or other similar phrases contained in such representations and\nwarranties  shall be disregarded  and (ii) any update of or  modification to the\nCompany  Schedules  made or purported  to have been made after the  execution of\nthis Agreement shall be  disregarded).  Parent shall have received a certificate\nwith respect to the  foregoing  signed on behalf of the Company by an authorized\nofficer of the Company.\n\n                  (b)......Agreements  and  Covenants.  The  Company  shall have\nperformed or complied in all material respects with all agreements and covenants\nrequired by this Agreement to be performed or complied with by it at or prior to\nthe Closing Date,  and Parent shall have  received a certificate  to such effect\nsigned on behalf of the  Company by the Chief  Executive  Officer  and the Chief\nFinancial Officer of the Company.\n\n                  (c)......Material  Adverse Effect.  No Material Adverse Effect\nwith  respect to the  Company and its  subsidiaries  shall have  occurred  since\nDecember 31, 1999.\n\n                  (d)......Consents.   The  Company   shall  have  obtained  all\nconsents,  waivers and approvals required in connection with the consummation of\nthe  transactions   contemplated  hereby  in  connection  with  the  agreements,\ncontracts, licenses or leases set forth on Schedule 6.3(e).\n\n                  (e)......Registration    Rights    Agreement.    The   Company\nRegistration  Rights Agreement shall have been terminated and none of the shares\nof Company  Common  Stock shall have  registration  rights,  except  pursuant to\ncontractual arrangements with Parent.\n\n                  (f)......1999 Stock Option Plan.  The Option Increase shall \nhave been duly approved by the requisite vote under applicable law by the \nstockholders of the Company.\n\n                                   ARTICLE VII\n\n                        TERMINATION, AMENDMENT AND WAIVER\n\n         7.1......Termination.  This  Agreement  may be  terminated  at any time\nprior to the Effective Time, whether before or after the requisite  approvals of\nthe stockholders of the Company:\n\n                  (a)......by mutual written consent duly authorized by the \nBoards of Directors of Parent and the Company;\n\n                  (b)......by  either the Company or Parent if the Merger  shall\nnot have been  consummated  by June 30,  2000 (the \"End  Date\") for any  reason;\nprovided, however, that the right to terminate this Agreement under this Section\n7.1(b)  shall not be  available  to any party whose action or failure to act has\nbeen a  principal  cause of or resulted in the failure of the Merger to occur on\nor before  such date and such  action or failure to act  constitutes  a material\nbreach of this Agreement;\n\n                  (c)......by  either the  Company  or Parent if a  Governmental\nEntity shall have issued an order,  decree or ruling or taken any other  action,\nin any case having the effect of permanently restraining, enjoining or otherwise\nprohibiting the Merger, which order, decree, ruling or other action is final and\nnonappealable;\n\n                  (d)......by  either  the  Company  or Parent  if the  required\napproval of the stockholders of the Company contemplated by this Agreement shall\nnot have been obtained by reason of the failure to obtain the required vote at a\nmeeting  of  the  Company   stockholders  duly  convened  therefore  or  at  any\nadjournment  thereof;  provided,  however,  that  the  right to  terminate  this\nAgreement  under this Section 7.1(d) shall not be available to the Company where\nthe failure to obtain the Company stockholder approval shall have been caused by\n(i) the action or failure to act of the  Company  and such  action or failure to\nact  constitutes  a breach by the Company of this  Agreement or (ii) a breach of\nthe Company Voting Agreement by any party thereto other than Parent.\n\n                  (e)......by  Parent  (at any time  prior to the  adoption  and\napproval  of  this  Agreement  and  the  Merger  by  the  required  vote  of the\nstockholders  of the Company) if a Company  Triggering  Event (as defined below)\nshall have occurred;\n\n                  (f)......by the Company,  upon a breach of any representation,\nwarranty,  covenant  or  agreement  on the  part of  Parent  set  forth  in this\nAgreement,  or if any  representation  or warranty  of Parent  shall have become\nuntrue,  in either case such that the  conditions set forth in Section 6.2(a) or\nSection 6.2(b) would not be satisfied as of the time of such breach or as of the\ntime such representation or warranty shall have become untrue,  provided that if\nsuch inaccuracy in Parent's  representations  and warranties or breach by Parent\nis  curable  by Parent  through  the  exercise  of its  commercially  reasonable\nefforts,  then the Company may not terminate this  Agreement  under this Section\n7.1(f) prior to End Date,  provided  Parent  continues to exercise  commercially\nreasonable efforts to cure such breach (it being understood that the Company may\nnot terminate  this  Agreement  pursuant to this  paragraph (f) if it shall have\nmaterially breached this Agreement or if such breach by Parent is cured prior to\nthe End Date);\n\n                  (g)......by  Parent,  upon a  breach  of  any  representation,\nwarranty,  covenant  or  agreement  on the part of the Company set forth in this\nAgreement, or if any representation or warranty of the Company shall have become\nuntrue,  in either case such that the  conditions set forth in Section 6.3(a) or\nSection 6.3(b) would not be satisfied as of the time of such breach or as of the\ntime such representation or warranty shall have become untrue, provided, that if\nsuch inaccuracy in the Company's representations and warranties or breach by the\nCompany is curable by the  Company  through  the  exercise  of its  commercially\nreasonable  efforts,  then Parent may not terminate  this  Agreement  under this\nSection 7.1(g) prior to the End Date, provided the Company continues to exercise\ncommercially  reasonable  efforts to cure such breach (it being  understood that\nParent may not terminate  this  Agreement  pursuant to this  paragraph (g) if it\nshall have  materially  breached this Agreement or if such breach by the Company\nis cured prior to the End Date);\n\n                  (h)......by Parent, upon a breach of the provisions in Section\n         5.5 of this Agreement.  For the purposes of this Agreement,  a \"Company\n         Triggering Event\" shall be deemed to have occurred if:\n\n(i) the Board of Directors of the Company or any committee thereof shall for any\nreason have  withdrawn or shall have amended or modified in a manner  adverse to\nParent its  unanimous  recommendation  in favor of, the adoption and approval of\nthe Agreement or the approval of the Merger;  (ii) the Company shall have failed\nto include in the Prospectus\/Proxy Statement the unanimous recommendation of the\nBoard of  Directors  of the Company in favor of the adoption and approval of the\nAgreement  and the  approval of the Merger;  (iii) the Board of Directors of the\nCompany fails to reaffirm its unanimous  recommendation in favor of the adoption\nand approval of the  Agreement  and the  approval of the Merger  within ten (10)\ndays after Parent  requests in writing that such  recommendation  be reaffirmed;\n(iv) the Board of Directors of the Company or any  committee  thereof shall have\napproved or recommended  any Acquisition  Proposal;  or (v) a tender or exchange\noffer  relating to  securities  of the Company  shall have been  commenced  by a\nPerson  unaffiliated  with  Parent  and the  Company  shall not have sent to its\nsecurityholders  pursuant to Rule 14e-2  promulgated  under the Securities  Act,\nwithin  ten (10)  business  days after such  tender or  exchange  offer is first\npublished  sent or given,  a statement  disclosing  that the Company  recommends\nrejection of such tender or exchange offer.\n\n         7.2......Notice of Termination;  Effect of Termination. Any termination\nof this Agreement under Section 7.1 above will be effective immediately upon the\ndelivery of a valid written notice of the terminating party to the other parties\nhereto. In the event of the termination of this Agreement as provided in Section\n7.1, this  Agreement  shall be of no further force or effect,  except (i) as set\nforth in Section  5.4(a),  this Section 7.2,  Section 7.3 and Article 8 (general\nprovisions),  each of which shall survive the termination of this Agreement, and\n(ii)  nothing  herein  shall  relieve any party from  liability  for any willful\nbreach of this  Agreement.  No termination  of this  Agreement  shall affect the\nobligations of the parties contained in the  Confidentiality  Agreement,  all of\nwhich obligations shall survive termination of this Agreement in accordance with\ntheir terms.\n\n         7.3......Fees and Expenses.\n                  -----------------\n\n                  (a)......General. Except as set forth in this Section 7.3, all\nfees  and  expenses   incurred  in  connection   with  this  Agreement  and  the\ntransactions  contemplated  hereby  shall be paid by the  party  incurring  such\nexpenses  whether  or not the Merger is  consummated;  provided,  however,  that\nParent and the Company  shall share  equally all fees and  expenses,  other than\nattorneys'  and  accountants  fees and  expenses,  incurred  in  relation to the\nprinting and filing (with the SEC) of the Prospectus\/Proxy  Statement (including\nany  preliminary  materials  related  thereto)  and the  Registration  Statement\n(including  financial statements and exhibits) and any amendments or supplements\nthereto.\n\n                  (b)......Company Payments. In the event that this Agreement is\nterminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b),\n(d) or (g),  the  Company  shall  promptly,  but in no event later than two days\nafter the date of such  termination,  pay Parent a fee equal to  $30,000,000  in\nimmediately available funds (the \"Termination Fee\"); provided,  that in the case\nof termination  under Section 7.1(b) or 7.1(d),  such payment shall be made only\nif following the date hereof and prior to the termination of this  Agreement,  a\nthird party has publicly announced an Acquisition  Proposal and within 15 months\nfollowing the  termination of this Agreement a Company  Acquisition  (as defined\nbelow) is consummated  or the Company  enters into an agreement  providing for a\nCompany  Acquisition.  The Company acknowledges that the agreements contained in\nthis Section  7.3(b) are an integral part of the  transactions  contemplated  by\nthis Agreement, and that, without these agreements,  Parent would not enter into\nthis Agreement;  accordingly, if the Company fails to pay in a timely manner the\namounts  due  pursuant  to this  Section  7.3(b) , and,  in order to obtain such\npayment, Parent makes a claim that results in a judgment against the Company for\nthe amounts set forth in this Section  7.3(b),  the Company  shall pay to Parent\nits reasonable  costs and expenses  (including  attorneys' fees and expenses) in\nconnection  with such suit,  together  with interest on the amounts set forth in\nthis Section  7.3(b) at the prime rate of The Chase  Manhattan Bank in effect on\nthe date such payment was required to be made.  Payment of the fees described in\nthis  Section  7.3(b)  shall not be in lieu of damages  incurred in the event of\nbreach  of  this  Agreement.   For  the  purposes  of  this  Agreement  \"Company\nAcquisition\"  shall  mean  any of the  following  transactions  (other  than the\ntransactions  contemplated  by this  Agreement);  (i) a  merger,  consolidation,\nbusiness  combination,  recapitalization,  liquidation,  dissolution  or similar\ntransaction  involving  the Company  pursuant to which the  stockholders  of the\nCompany  immediately  preceding  such  transaction  hold  less  than  50% of the\naggregate  equity  interests  in the  surviving  or  resulting  entity  of  such\ntransaction,  (ii)  a  sale  or  other  disposition  by the  Company  of  assets\nrepresenting  in  excess  of 50% of  the  aggregate  fair  market  value  of the\nCompany's  business  immediately  prior to such sale or (iii) the acquisition by\nany person or group  (including by way of a tender offer or an exchange offer or\nissuance by the Company),  directly or indirectly,  of beneficial ownership or a\nright to acquire beneficial ownership of shares representing in excess of 50% of\nthe voting power of the then outstanding shares of capital stock of the Company.\n\n         7.4......Amendment.  Subject to applicable  law, this  Agreement may be\namended by the  parties  hereto at any time by  execution  of an  instrument  in\nwriting signed on behalf of each of Parent and the Company.\n\n         7.5......Extension; Waiver. At any time prior to the Effective Time any\nparty  hereto may, to the extent  legally  allowed,  (i) extend the time for the\nperformance of any of the obligations or other acts of the other parties hereto,\n(ii) waive any inaccuracies in the  representations  and warranties made to such\nparty contained  herein or in any document  delivered  pursuant hereto and (iii)\nwaive  compliance  with any of the  agreements or conditions  for the benefit of\nsuch party contained herein.  Any agreement on the part of a party hereto to any\nsuch  extension or waiver shall be valid only if set forth in an  instrument  in\nwriting signed on behalf of such party. Delay in exercising any right under this\nAgreement shall not constitute a waiver of such right.\n\n                                  ARTICLE VIII\n\n                               GENERAL PROVISIONS\n\n         8.1......Non-Survival   of   Representations   and   Warranties.    The\nrepresentations  and warranties of the Company,  Parent and Merger Sub contained\nin this Agreement  shall terminate at the Effective Time, and only the covenants\nthat by their terms survive the Effective Time shall survive the Effective Time.\n\n         8.2......Notices.  All notices and other communications hereunder shall\nbe in writing and shall be deemed given if delivered personally or by commercial\ndelivery service, or sent via telecopy (receipt confirmed) to the parties at the\nfollowing  addresses or telecopy  numbers (or at such other  address or telecopy\nnumbers for a party as shall be specified by like notice):\n\n                  (a)......if to Parent or Merger Sub, to:\n                           VA Linux Systems, Inc.\n                           1382 Bordeaux Drive\n                           Sunnyvale, California 94089\n                           Attention:  Chief Financial Officer\n                           Telephone No.:  (408) 542-8600\n                           Telecopy No.:  (408) 745-9152\n\n                           with a copy to:\n\n                           Wilson Sonsini Goodrich &amp; Rosati\n                           Professional Corporation\n                           650 Page Mill Road\n                           Palo Alto, California 94304-1050\n                           Attention:   Judith M. O'Brien, Esq.\n                                        Bruce M. McNamara, Esq.\n                                        Bret M. DiMarco, Esq.\n                           Telephone No.:  (650) 493-9300\n                           Telecopy No.:  (650) 493-6811\n\n                  (b)......if to the Company, to:\n                           Andover.Net, Inc.\n                           50 Nagog Park\n                           Acton, Massachusetts 01720\n                           Attention:  Bruce A. Twickler\n                           Telephone No.:  (978) 635-5300\n                           Telecopy No.:  (978) 635-5326\n\n                           with a copy to:\n\n                           Hutchins, Wheeler &amp; Dittmar\n                           A Professional Corporation\n                           101 Federal Street\n                           Boston, Massachusetts  02110\n                           Attention:  David P. Kreisler, Esq.\n                           Telephone No.:  (617) 951-6600\n                           Telecopy No.:  (617) 951-1295\n\n\n         8.3......Interpretation; Knowledge.\n                  -------------------------\n\n                  (a)......When  a  reference  is  made  in  this  Agreement  to\nExhibits,  such  reference  shall  be to an  Exhibit  to this  Agreement  unless\notherwise  indicated.  When a reference  is made in this  Agreement to Sections,\nsuch  reference  shall  be to a  Section  of  this  Agreement  unless  otherwise\nindicated the words \"include,\" \"includes\" and \"including\" when used herein shall\nbe deemed in each case to be followed  by the words  \"without  limitation.\"  The\ntable of contents and headings  contained in this  Agreement  are for  reference\npurposes only and shall not affect in any way the meaning or  interpretation  of\nthis  Agreement.  When  reference is made herein to \"the business of\" an entity,\nsuch  reference  shall be deemed to  include  the  business  of all  direct  and\nindirect subsidiaries of such entity. Reference to the subsidiaries of an entity\nshall be deemed to include all direct and indirect subsidiaries of such entity.\n\n                  (b)......For  purposes of this Agreement the term  \"knowledge\"\nmeans with  respect to a party  hereto,  with respect to any matter in question,\nthat any of the  Chief  Executive  Officer,  Chief  Financial  Officer,  General\nCounsel or Controller of such party, has actual knowledge of such matter.\n\n                  (c)......For  purposes of this  Agreement,  the term \"Material\nAdverse Effect\" when used in connection with an entity means any change,  event,\nviolation, inaccuracy,  circumstance or effect that is materially adverse to the\nbusiness,  assets  (including  intangible  assets),  capitalization,   financial\ncondition  or results of  operations  of such  entity  taken as a whole with its\nsubsidiaries  provided  however,  that none of the following,  in and of itself,\nshall be deemed to have a  Material  Adverse  Effect:  (i) an event,  violation,\ninaccuracy,  circumstance or other matter that results from conditions affecting\nthe U.S. economy in general; (ii) an event, violation, inaccuracy,  circumstance\nor other matter that results from the taking of any action expressly required by\nthe Agreement; (iii) a decline in Parent's Common Stock.\n\n                  (d)......For  purposes of this  Agreement,  the term  \"person\"\nshall mean any individual,  corporation (including any non-profit  corporation),\ngeneral partnership,  limited partnership,  limited liability partnership, joint\nventure,  estate,  trust,  company  (including any limited  liability company or\njoint  stock  company),  firm or other  enterprise,  association,  organization,\nentity or Governmental Entity.\n\n                  (e)......Counterparts.  This  Agreement may be executed in one\nor more  counterparts,  all of  which  shall  be  considered  one  and the  same\nagreement and shall become  effective  when one or more  counterparts  have been\nsigned  by each of the  parties  and  delivered  to the  other  party,  it being\nunderstood that all parties need not sign the same counterpart.\n\n         8.5......Entire  Agreement;  Third Party Beneficiaries.  This Agreement\nand the documents and instruments and other  agreements among the parties hereto\nas  contemplated by or referred to herein,  including the Company  Schedules and\nthe Parent  Schedules (a) constitute the entire agreement among the parties with\nrespect to the subject  matter  hereof and supersede  all prior  agreements  and\nunderstandings,  both  written and oral,  among the parties  with respect to the\nsubject matter hereof,  it being understood that the  Confidentiality  Agreement\nshall  continue in full force and effect until the Closing and shall survive any\ntermination of this Agreement; and (b) are not intended to confer upon any other\nperson any rights or  remedies  hereunder,  except as  specifically  provided in\nSection 5.11.\n\n         8.6......Severability.   In  the  event  that  any  provision  of  this\nAgreement  or the  application  thereof,  becomes or is  declared  by a court of\ncompetent  jurisdiction to be illegal,  void or unenforceable,  the remainder of\nthis  Agreement  will continue in full force and effect and the  application  of\nsuch  provision to other  persons or  circumstances  will be  interpreted  so as\nreasonably to effect the intent of the parties hereto. The parties further agree\nto replace such void or  unenforceable  provision of this Agreement with a valid\nand  enforceable  provision  that will  achieve,  to the  extent  possible,  the\neconomic, business and other purposes of such void or unenforceable provision.\n\n         8.7......Other  Remedies;  Specific  Performance.  Except as  otherwise\nprovided herein,  any and all remedies herein  expressly  conferred upon a party\nwill be deemed  cumulative with and not exclusive of any other remedy  conferred\nhereby,  or by law or equity upon such party, and the exercise by a party of any\none remedy  will not  preclude  the  exercise of any other  remedy.  The parties\nhereto  agree that  irreparable  damage would occur in the event that any of the\nprovisions  of this  Agreement  were not  performed  in  accordance  with  their\nspecific terms or were  otherwise  breached.  It is accordingly  agreed that the\nparties  shall be  entitled  to seek an  injunction  or  injunctions  to prevent\nbreaches of this Agreement and to enforce  specifically the terms and provisions\nhereof in any court of the United States or any state having jurisdiction,  this\nbeing in  addition to any other  remedy to which they are  entitled at law or in\nequity.\n\n         8.8......Governing  Law.  This  Agreement  shall  be  governed  by  and\nconstrued in  accordance  with the laws of the State of Delaware,  regardless of\nthe laws that might otherwise govern under applicable principles of conflicts of\nlaw thereof.\n\n         8.9......Rules of Construction. The parties hereto agree that they have\nbeen  represented  by  counsel  during the  negotiation  and  execution  of this\nAgreement and, therefore, waive the application of any law, regulation,  holding\nor rule of  construction  providing  that  ambiguities  in an agreement or other\ndocument  will be  construed  against  the  party  drafting  such  agreement  or\ndocument.\n\n         8.10.....Assignment.  No party may assign either this  Agreement or any\nof its rights,  interests,  or obligations  hereunder  without the prior written\napproval of the other parties. Subject to the preceding sentence, this Agreement\nshall be binding  upon and shall inure to the benefit of the parties  hereto and\ntheir respective successors and permitted assigns.\n\n         8.11.....WAIVER  OF JURY TRIAL. EACH OF PARENT,  THE COMPANY AND MERGER\nSUB  HEREBY  IRREVOCABLY  WAIVES  ALL  RIGHT  TO  TRIAL  BY JURY IN ANY  ACTION,\nPROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED ON  CONTRACT,  TORT OR  OTHERWISE)\nARISING  OUT OF OR  RELATING TO THIS  AGREEMENT  OR THE  ACTIONS OF PARENT,  THE\nCOMPANY  OR  MERGER  SUB IN THE  NEGOTIATION,  ADMINISTRATION,  PERFORMANCE  AND\nENFORCEMENT HEREOF.\n\n[remainder of page intentionally left blank; signature page follows immediately \n hereafter]\n\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted  by their  duly  authorized  respective  officers  as of the date first\nwritten above.\n\n                                  VA LINUX SYSTEMS, INC.\n\n                                  By:\n\n                                  Name:\n\n                                  Title:\n\n\n                                  ATLANTA ACQUISITION CORP.\n\n                                  By:\n\n                                  Name:\n\n                                  Title:\n\n\n                                  ANDOVER.NET, INC.\n\n                                  By:\n\n                                  Name:\n\n                                  Title:\n    \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9207],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9622,9626],"class_list":["post-43216","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-va-linux-systems-inc","corporate_contracts_industries-technology__hardware","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\/43216","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=43216"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43216"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43216"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43216"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}