{"id":43616,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-purchase-agreement-verticalnet-inc-and-boulder.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-purchase-agreement-verticalnet-inc-and-boulder","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-purchase-agreement-verticalnet-inc-and-boulder.html","title":{"rendered":"Share Purchase Agreement &#8211; Verticalnet Inc. and Boulder Interactive Technology Services Co."},"content":{"rendered":"<pre>\n                           SHARE PURCHASE AGREEMENT\n\n                   RELATING TO THE ACQUISITION OF ALL OF THE\n                         OUTSTANDING CAPITAL STOCK OF\n\n                              BOULDER INTERACTIVE\n                           TECHNOLOGY SERVICES CO.,\n                           (A COLORADO CORPORATION)\n\n                                      BY\n\n                               VERTICALNET, INC.\n                         (A PENNSYLVANIA CORPORATION)\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n\n\nSection                                                             Page\n-------                                                             ---- \n                                                                 \n1.     Definitions.................................................. 1\n\n2.     Purchase and Sale............................................ 7\n\n3.     Representations and Warranties of Shareholders............... 7\n\n4.     Representations and Warranties of Buyer......................18\n\n5.     Covenants of Shareholders....................................19\n\n6.     Covenants of Buyer...........................................22\n\n7.     Mutual Covenants.............................................22\n\n8.     Conditions Precedent to Obligations of Shareholders..........23\n\n9.     Conditions Precedent to Obligations of Buyer.................24\n\n10.    Indemnification..............................................25\n\n11.    Termination..................................................28\n\n12.    General Matters..............................................29\n\n13.    Remedies.....................................................31\n\n14.    Notices......................................................31\n\n15.    Governing Law................................................32\n\n\n                                       i\n\n \nSchedules\n---------\n\n3.3       Shareholder Required Consents\n3.4       Stock Ownership\n3.5       Financial Statements\n3.6       Encumbrances\n3.7       Real Property\n3.8       Tangible Personal Property\n3.9       Non-Real Estate Leases\n3.11      Inventory and Equipment\n3.12      Liabilities\n3.13      Taxes\n3.15      Litigation\n3.16      Contracts\n3.17      Insurance\n3.18(a)   Intellectual Property\n3.18(b)   Intellectual Property Contracts\n3.18(c)   Know-How\n3.19      Directors and Officers of the Company\n3.20      ERISA\n3.22(c)   Compensation\n3.22(h)   Payments to Affiliates of the Company\n3.23      Customers\n3.28      Additional Information\n\n                                      ii\n\n \n                           SHARE PURCHASE AGREEMENT\n\n\n     THIS SHARE PURCHASE AGREEMENT is made as of September 1, 1998 by and among\nVERTICALNET, INC., a Pennsylvania corporation (\"Buyer\"), Boulder Interactive\nTechnology Services Co. (dba Microwave Online Services Co., RF Globalnet and\nEEBookstore.com), a Colorado corporation (the \"Company\")  and George Jankovic,\nStephen Chang, Cecilia Chang, David Chang, Richard Hall, Paul Schroeder, Doris\nWu, Bradley Feld and William Payne (collectively, the \"Shareholders\").  Certain\nother terms are used herein as defined below in Section 1 or elsewhere in this\nAgreement.\n\n                                  Background\n                                  ----------\n\n     Shareholders are the owners of all the issued and outstanding shares (the\n\"Shares\") of capital stock of the Company.  Buyer desires to purchase from\nShareholders, and Shareholders desire to sell to Buyer, all the Shares in\naccordance with the provisions of this Agreement.\n\n                                  Witnesseth\n                                  ----------\n\n     NOW, THEREFORE, in consideration of the respective covenants contained\nherein and intending to be legally bound hereby, the parties hereto agree as\nfollows:\n\n 1.  Definitions\n     -----------\n\n     For convenience, certain terms used in more than one part of this Agreement\nare listed in alphabetical order and defined or referred to below (such terms as\nwell as any other terms defined elsewhere in this Agreement shall be equally\napplicable to both the singular and plural forms of the terms defined).\n\n     \"Acquisition Proposal\" is defined in Section 5.3.\n\n     \"Action\" is defined in Section 10.6.\n\n     \"Affiliates\" means, with respect to a particular party, persons or entities\ncontrolling, controlled by or under common control with that party, as well as\nany officers, directors and majority-owned entities of that party and of its\nother Affiliates.  For the purposes of the foregoing, ownership, directly or\nindirectly, of 20% or more of the voting stock or other equity interest shall be\ndeemed to constitute control.\n\n     \"Agreement\" means this Agreement and the Exhibits and Disclosure Schedules\nhereto, as each may be amended, restated, supplemented or modified from time to\ntime.\n\n                                       1\n\n \n     \"Assets\" means all of the assets, properties, goodwill and rights of every\nkind and description, real and personal, tangible and intangible, wherever\nsituated and whether or not reflected in the most recent Financial Statements,\nthat are owned or possessed by the Company.\n\n     \"Balance Sheet\" is defined in Section 3.5.\n\n     \"Balance Sheet Date\" is defined in Section 3.5.\n\n     \"Benefit Plan\" means: (i) as to employees employed in the United States,\nany (y) \"employee benefit plan\" as defined in Section 3(3) of ERISA, and (z)\nsupplemental retirement, bonus, deferred compensation, severance, incentive\nplan, program or arrangement or other employee fringe benefit plan, program or\narrangement; and (ii) as to employees employed outside the United States of\nAmerica, all employee benefit, health, welfare, supplemental unemployment\nbenefit, bonus, pension, profit sharing, deferred compensation, stock\ncompensation, stock purchase, retirement, hospitalization insurance, medical,\ndental, legal, disability and similar plans or arrangements or practices.\n\n     \"Business\" means the Company's entire business, operations and facilities.\n\n     \"Buyer Indemnified Party\" is defined in Section 10.1.\n\n     \"Buyer Required Consents\" is defined in Section 4.3.\n\n     \"Charter Documents\" means an entity's certificate or articles of\nincorporation, certificate defining the rights and preferences of securities,\narticles of organization, general or limited partnership agreement, certificate\nof limited partnership, joint venture agreement or similar document governing\nthe entity.\n\n     \"Claim Notice\" is defined in Section 10.4.\n\n     \"Claim Response\" is defined in Section 10.4(a).\n\n     \"Closing\" is defined in Section 2.1.\n\n     \"Closing Certificates\" means the certificates to be delivered by\nShareholders under Section 9.3 and any other provisions hereof.\n\n     \"Closing Date\" is defined in Section 2.1.\n\n     \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n     \"Company Contracts\" is defined in Section 3.16(b).\n\n                                       2\n\n \n     \"Confidential Information\" means any confidential information or trade\nsecrets of the Company, including personnel information, know-how and other\ntechnical information, customer lists, customer information and supplier\ninformation.\n\n     \"Contract\" means any written or oral contract, agreement, lease,\ninstrument, or other commitment that is binding on any person or its property\nunder applicable law.\n\n     \"Copyrights\" means all copyrights in both published works and unpublished\nworks.\n\n     \"Court Order\" means any judgment, decree, injunction, order or ruling of\nany federal, state, local or foreign court or governmental or regulatory body or\nauthority that is binding on any person or its property under applicable law.\n\n     \"Damages\" is defined in Section 10.1.\n\n     \"Default\" means (a) a breach, default or violation, (b) the occurrence of\nan event that with or without the passage of time or the giving of notice, or\nboth, would constitute a breach, default or violation or (c) with respect to any\nContract, the occurrence of an event that with or without the passage of time or\nthe giving of notice, or both, would give rise to a right of termination,\nrenegotiation or acceleration or a right to receive damages or a payment of\npenalties.\n\n     \"Disclosure Schedule\" means the any of the Schedules containing information\nrelating to the Company or any Shareholder pursuant to Section 3 and other\nprovisions hereof that has been provided to Buyer on the date hereof.\n\n     \"Encumbrances\" means any lien, mortgage, security interest, pledge,\nrestriction on transferability, defect of title or other claim, charge or\nencumbrance of any nature whatsoever on any property or property interest.\n\n     \"Environmental Condition\" is defined in Section 3.15(b).\n\n     \"Environmental Law\" means all Laws and Court Orders relating to pollution\nor protection of public safety, safety or the environment as well as any\nprinciples of common law under which a Party may be held liable for the release\nor discharge of any materials into the environment.\n\n     \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended.\n\n     \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n     \"Expiration Date\" is defined in Section 10.5.\n\n     \"Financial Statements\" is defined in Section 3.5.\n\n                                       3\n\n \n     \"GAAP\" means generally accepted accounting principles.\n\n     \"Governmental Permits\" means all governmental permits, licenses,\nregistrations, certificates of occupancy, approvals and other governmental\nauthorizations.\n\n     \"Hazardous Substances\" means any toxic or hazardous gaseous, liquid or\nsolid material or waste that may or could pose a hazard to the environment or\nhuman health or safety including (i) any \"hazardous substances\" as defined by\nthe federal Comprehensive Environmental Response, Compensation and Liability\nAct, 42 U.S.C. (S)(S) 9601 et seq., (ii) any \"extremely hazardous substance,\"\n                           -- ----                                           \n\"hazardous chemical,\" or \"toxic chemical\" as those terms are defined by the\nfederal Emergency Planning and Community Right-to-Know Act, 42 U.S.C. (S)(S)\n11001 et seq., (iii) any \"hazardous waste,\" as defined under the federal Solid\n      -- ----                                                                 \nWaste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42\nU.S.C. (S)(S) 6901 et seq., (iv) any \"pollutant,\" as defined under the federal\n                   -- ----                                                    \nWater Pollution Control Act, 33 U.S.C. (S)(S) 1251 et seq., as any of such laws\n                                                   -- ----                     \nin clauses (i) through (iv) as amended, and (v) any regulated substance or waste\nunder any Laws or Court Orders that have been enacted, promulgated or issued by\nany federal, state or local governmental authorities concerning protection of\nthe environment.\n\n     \"Immaterial Lease\" is defined in Section 3.9.\n\n     \"Indemnified Party\" is defined in Section 10.4.\n\n     \"Indemnitor\" is defined in Section 10.4.\n\n     \"Intellectual Property\" means any Copyrights, Patents, Trademarks, service\nmarks, trade names, information, proprietary rights, processes, technology\nrights and licenses, trade secrets, franchises, know-how, inventions and other\nintellectual property.\n \n     \"Knowledge\" means actual knowledge.\n\n     \"Inventory\" means all inventory, including raw materials, supplies, work in\nprocess and finished goods.\n\n     \"Law\" means any statute, law, ordinance, regulation, order or rule of any\nfederal, state, local, foreign or other governmental agency or body or of any\nother type of regulatory body, including those covering environmental, energy,\nsafety, health, transportation, bribery, recordkeeping, zoning,\nantidiscrimination, antitrust, wage and hour, and price and wage control\nmatters.\n\n     \"Liability\" means any direct or indirect liability, indebtedness,\nobligation, claim, loss, damage, deficiency, guaranty or endorsement of or by\nthe Company, absolute or contingent, accrued or unaccrued, due or to become due,\nliquidated or unliquidated.\n\n                                       4\n\n \n     \"Liquidated Claim Notice\" is defined in Section 10.4(a).\n\n     \"Litigation\" means any lawsuit, action, arbitration, administrative or\nother proceeding, criminal prosecution or governmental investigation or inquiry.\n\n     \"Material Adverse Effect\" means a material adverse effect on the Business,\nincluding the Assets, financial condition, results of operations, liquidity,\nproducts, competitive position, customers and customer relations thereof.\n\n     \"Minor Contract\" means any Contract that is terminable by a party on not\nmore than 30 days' notice without any Liability and any Contract under which the\nobligation of a party (fulfilled and to be fulfilled) involves an amount of less\nthan $5,000.\n\n     \"Non-Real Estate Leases\" is defined in Section 3.9.\n\n     \"Ordinary course\" or \"ordinary course of business\" means the ordinary\ncourse of business that is consistent with past practices.\n\n     \"Patents\" means all patents, patent applications, and inventions and\ndiscoveries that may be patentable.\n\n     \"Person\" means any natural person, corporation, partnership, limited\nliability company, proprietorship, association, trust or other legal entity.\n\n     \"Prime Rate\" means the prime lending rate as announced from time to time in\n                                                                                \nThe Wall Street Journal.\n----------------------- \n\n     \"Purchase Price\" is defined in Section 2.1.\n\n     \"Real Estate Leases\" is defined in Section 3.7.\n\n     \"Real Property\" is defined in Section 3.7.\n\n     \"Response Period\" is defined in Section 10.4(a).\n\n     \"Securities Act\" means the Securities Act of 1933, as amended.\n\n     \"Shareholder Representatives\" means any investment advisors, accountants,\ncounsel, agents or other Persons who may act on behalf of Shareholders.\n\n     \"Shareholder Required Consents\" is defined in Section 3.3.\n\n                                       5\n\n \n     \"Taxes\" means all taxes, duties, charges, fees, levies or other assessments\nimposed by any taxing authority including, without limitation, income, gross\nreceipts, value-added, excise, withholding, personal property, real estate,\nsale, use, ad valorem, license, lease, service, severance, stamp, transfer,\npayroll, employment, customs, duties, alternative, add-on minimum, estimated and\nfranchise taxes (including any interest, penalties or additions attributable to\nor imposed on or with respect to any such assessment).\n\n     \"Tax Return\" means any return (including any information return), report,\nstatement, schedule, notice, form, estimate or declaration of estimated tax\nrelating to or required to be filed with any governmental authority in\nconnection with the determination, assessment, collection or payment of any Tax.\n\n     \"Termination Date\" is defined in Section 2.2.\n\n     \"Trade Secrets\" means all know-how, trade secrets, confidential\ninformation, customer lists, software, technical information, data, process\ntechnology, plans, drawings, and blue prints, owned, used or licensed (as\nlicensor or licensee) by the Company, except for any such item that is (i)\ngenerally available to the public, (ii) becomes available to a Person on a non-\nconfidential basis from a source other than the Company or its representatives,\nwhich has represented to the Person (and which the Person has no reason to\ndisbelieve after due inquiry) that it is entitled to disclose it or (iii) was in\nthe possession of or was known to the Person on a non-confidential basis prior\nto the disclosure thereof to the Person by the Company or its representatives.\n\n     \"Transaction Documents\" means this Agreement and the documents contemplated\nhereby.\n\n     \"Transactions\" means the sale of the Shares and the other transactions\ncontemplated by the Transaction Documents.\n\n     \"Unliquidated Claim\" is defined in Section 10.4(a).\n\n     \"Welfare Plan\" is defined in Section 3.20(g).\n\n 2.  Purchase and Sale\n     -----------------\n\n     2.1 Purchase and Sale.  Subject to the terms and conditions contained in\n         -----------------                                                   \nthis Agreement, on the Closing Date, Shareholders shall sell, assign, transfer\nand deliver to Buyer, and Buyer shall purchase from Shareholders, all of the\nShares in exchange for a purchase price of $1,800,000 (the \"Purchase Price\"),\nwhich shall be paid in cash by wire transfer of immediately available funds to\neach Shareholder in an amount based on such Shareholder's pro rata ownership of\nthe Shares on the Closing Date, and to such accounts at such banks as\nShareholders shall direct.\n\n                                       6\n\n \n      2.2 Closing. The closing (the \"Closing\") of the sale and purchase of the\n          -------                                                             \nShares shall take place at the offices of Morgan, Lewis &amp; Bockius LLP, 2000 One\nLogan Square, Philadelphia, Pennsylvania, commencing at 10:00 A.M., local time,\non the first business day after the conditions set forth in Sections 8 and 9\nhave been satisfied, or at such other date, time or place as may be agreed upon\nin writing by the parties hereto, but not later than September 1, 1998 (the\n\"Termination Date\").  The date of the Closing is sometimes herein referred to as\nthe \"Closing Date.\"\n\n      2.3 Items to be Delivered Immediately Prior to or at Closing.  At the\n          --------------------------------------------------------         \nClosing:\n\n          (i)    In exchange for the payment by Buyer to Shareholders of the\n     Purchase Price,  Shareholders shall deliver to Buyer a certificate or\n     certificates representing all of the Shares, duly endorsed in blank or\n     accompanied by stock powers duly executed in blank,\n\n          (ii)   Shareholders shall also deliver to Buyer, and Buyer shall\n     deliver to Shareholders, the certificates referred to in Sections 8 and 9,\n     and\n\n          (iii)  Buyer shall deliver to each of the Shareholders the Purchase\n     Price.\n\n 3.  Representations and Warranties of Shareholders.\n     ---------------------------------------------- \n\n     Each Shareholder hereby represents and warrants  to Buyer the\nrepresentations and warranties set forth in Sections 3.2 and 3.3 and George\nJankovic and Stephen Chang, jointly and severally, hereby represent and warrant\nto Buyer the representations and warranties in this Section 3.\n\n      3.1 Corporate Status.  The Company is a corporation duly organized,\n          ----------------                                               \nvalidly existing and in good standing under the Laws of the State of Colorado\nand is qualified to do business as a foreign corporation in any jurisdiction\nwhere it is required to be so qualified.  The Charter Documents and bylaws of\nthe Company that have been delivered to Buyer as of the date hereof are\neffective under applicable Laws and are current, correct and complete.\n\n      3.2 Authorization.  Each Shareholder has the requisite power and authority\n          -------------                                                         \nto execute and deliver the Transaction Documents to which it is a party and to\nperform the Transactions performed or to be performed by it.  Each Transaction\nDocument executed and delivered by Shareholders has been duly executed and\ndelivered by each Shareholder and constitutes a valid and binding obligation of\nShareholders, enforceable against such Shareholder in accordance with its terms.\n\n      3.3 Consents and Approvals.  Except for any consents specified in SCHEDULE\n          ----------------------                                                \n3.3 (collectively the \"Shareholder Required Consents\"), neither the execution\nand delivery by any Shareholder of the Transaction Documents to which it is a\nparty, nor the performance of the\n\n                                       7\n\n \nTransactions performed or to be performed by any Shareholder, require any\nfiling, consent or approval, constitute a Default or cause any payment\nobligation to arise under (a) any Law or Court Order to which any Shareholder is\nsubject, (b) the Charter Documents or bylaws of the Company or (c) any Contract,\nGovernmental Permit or other document to which the Company is a party or by\nwhich the properties or other assets of the Company may be subject.\n\n      3.4 Stock Ownership.  The Shareholders are the sole record and beneficial\n          ---------------                                                      \nowners of all of the issued and outstanding shares of common stock (and options\nto purchase common stock) of the Company, and the respective shares owned by the\nShareholders are specified on SCHEDULE 3.4.  Except as set forth on SCHEDULE\n3.4, there are no existing options, warrants, calls, commitments or other rights\nof any character (including conversion or preemptive rights) relating to the\nacquisition of any issued or unissued common stock or other securities of the\nCompany.\n\n      3.5 Financial Statements. Attached hereto as SCHEDULE 3.5 are the\n          --------------------                                         \nfollowing financial statements of the Company (collectively, the \"Financial\nStatements\"): (i) the balance sheet as of December 31, 1997 and the related\nstatements of operations, shareholders' equity and cash flows for the fiscal\nyear ended December 31, 1997, and (ii) the balance sheet as of  June 30, 1998\nand the related statements of operations, shareholders' equity and cash flows\nfor the fiscal quarter ended June 30, 1998.  The Financial Statements have been\nprepared in accordance with GAAP and (with the exception of Note 6 (Income\nTaxes)) present fairly, in all material respects, the financial position of the\nCompany, and the results of its operations and its cash flows for the period\nthen ended.  The balance sheet of the Company as of June 30, 1998 that is\nincluded in the Financial Statements is referred to herein as the \"Balance\nSheet,\" and the date thereof is referred to as the \"Balance Sheet Date.\"\n\n      3.6 Title to Assets and Related Matters.  The Company has good and\n          -----------------------------------                           \nmarketable title to, valid leasehold interests in or valid licenses to use, all\nof its Assets, free from any Encumbrances except those specified in SCHEDULE\n3.6. The use of the Assets are not subject to any Encumbrances (other than those\nspecified in the preceding sentence), and such use does not, to the Knowledge of\nthe Shareholders, encroach on the property or rights of anyone else.  Except as\nset forth on SCHEDULE 3.11, all tangible personal property (other than\nInventory) included in the Assets are suitable for the purposes for which they\nare used, in good working condition, reasonable wear and tear excepted, and are\nfree from any known defects.\n\n      3.7 Real Property.  SCHEDULE 3.7 describes all real estate used in the\n          -------------                                                     \noperation of the Business as well as any other real estate that is owned, in the\npossession of or leased by the Company and the improvements (including and other\nstructures) located on such real estate (collectively, the \"Real Property\"), and\nlists any lease buildings under which any such Real Property is possessed (the\n\"Real Estate Leases\"). SCHEDULE 3.7 also describes any other real estate\npreviously owned, leased, occupied or otherwise operated by the Company and the\ntime periods of any such ownership, lease, occupation or operation.  All of the\nReal Property (a) is usable in the ordinary course of business and (b) to\nShareholders' Knowledge, conforms with any applicable Laws relating to its\nconstruction, use and operation and with applicable zoning\n\n                                       8\n\n \nLaws. The Company or the landlord of any Real Property leased by the Company has\nobtained all licenses and rights-of-way from governmental entities or private\nparties that are necessary to ensure vehicular and pedestrian ingress and egress\nto and from the Real Property.\n\n     3.8  Certain Personal Property.  SCHEDULE 3.8 describes all items of\n          -------------------------                                      \ntangible personal property that were included in the Balance Sheet at a net book\nvalue of at least $10,000.  Except as specified in SCHEDULE 3.8, since the\nBalance Sheet Date, the Company has not acquired any items of tangible personal\nproperty that have a carrying value in excess of $10,000.  All of such personal\nproperty included in SCHEDULE 3.8 is, and any such personal property acquired\nafter the date hereof in accordance with Section 5.1 will be, usable in the\nordinary course of business, and all such personal property included in SCHEDULE\n3.8 conforms, and all of such personal property acquired after the date hereof\nwill conform, with any applicable Laws relating to its construction, use and\noperation.  Except for those items subject to the Non-Real Estate Leases and\ncertain computer hardware and software owned by the Company's employees or\nconsultants with an aggregate value of less than $5,000, no Person other than\nthe Company owns any vehicles, material equipment or other material tangible\nassets located on the Real Property that have been used in the Business or that\nare necessary for the operation of the Business.\n\n     3.9  Non-Real Estate Leases.  SCHEDULE 3.9 lists all assets and property\n          ----------------------                                             \n(other than Real Property) that are possessed by the Company under an existing\nlease, including all trucks, automobiles, forklifts, machinery, equipment,\nfurniture and computers, except for any lease under which the aggregate annual\npayments are less than $10,000 (each, an \"Immaterial Lease\"). SCHEDULE 3.9 also\nlists the leases under which such assets and property listed in SCHEDULE 3.8 are\npossessed.  All of such leases (excluding Immaterial Leases) are referred to\nherein as the \"Non-Real Estate Leases.\"\n\n     3.10 Accounts Receivable.  All accounts receivable of the Company (a) are\n          -------------------                                                 \nvalid and genuine, (b) arise out of bona fide sales and deliveries of goods,\nperformance of services or other business transactions, (c) are not subject to\nvalid defenses, set-offs or counterclaims other than normal returns and\nallowances and (d) were generated only in the ordinary course of business.\n\n     3.11 Inventory and Equipment.  All inventory and equipment of the Company\n          -----------------------                                             \nreflected on the Balance Sheet, and all inventory and equipment owned by the\nCompany was acquired and has been maintained in accordance with the regular\nbusiness practices of the Company, consists of items of a quality and quantity\nuseable in the ordinary course of the Company's business consistent with past\npractice, and is valued in conformity with generally accepted accounting\nprinciples applied on a consistent basis; except as set forth on SCHEDULE 3.11,\nno significant amount of such inventory or equipment is obsolete.\n\n     3.12 Liabilities.  The Company does not have any material Liabilities,\n          -----------                                                      \nother than (a) Liabilities specified in SCHEDULE 3.12, (b) Liabilities specified\nin the Balance Sheet (except as heretofore paid or discharged), (c) Liabilities\nincurred in the ordinary course since the Balance Sheet Date that, individually\nor in the aggregate, are not material to the Business, or (d) \n\n                                       9\n\n \nLiabilities under any Contracts that were not required under GAAP to have been\nspecifically disclosed or reserved for on the Balance Sheet.\n\n     3.13  Taxes.  Except as set forth on SCHEDULE 3.13,\n           -----                                        \n\n           (a)  The Company has timely filed all Tax Returns required to be\nfiled on or before the Closing Date and all such Tax Returns are true, correct\nand complete in all respects. The Company has paid in full on a timely basis all\nTaxes owed by it, whether or not shown on any Tax Return, except where the\nfailure to file such return or pay such taxes would not have a Material Adverse\nEffect. No claim has ever been made by any authority in any jurisdiction where\nthe Company does not file Tax Returns that the Company may be subject to\ntaxation in that jurisdiction.\n\n           (b)  The amount of the Company's liability for unpaid Taxes as of the\nBalance Sheet Date did not exceed the amount of the current liability accruals\nfor Taxes (excluding reserves for deferred Taxes) shown on the Balance Sheet.\n\n           (c)  There are no ongoing examinations or claims against the Company\nfor Taxes, and no notice of any audit, examination or claim for Taxes, whether\npending or threatened, has been received. The Company has not waived or extended\nthe statute of limitations with respect to the collection or assessment of any\nTax.\n\n           (d)  The Company has a taxable year ended on December 31, in each\nyear commencing from the incorporation of the Company. The Company currently\nutilizes the cash method of accounting for income Tax purposes and such method\nof accounting has not changed in the past 10 years.\n\n           (e)  The Company has withheld and paid over to the proper\ngovernmental authorities all Taxes required to have been withheld and paid over,\nand complied with all information reporting and backup withholding requirements,\nincluding maintenance of required records with respect thereto, in connection\nwith amounts paid to any employee, independent contractor, creditor or third\nparty.\n\n           (f)  Copies of (A) any Tax examinations, (B) extensions of statutory\nlimitations for the collection or assessment of Taxes and (C) the Tax Returns of\nthe Company and each Subsidiary for the last two fiscal years have been made\navailable to Buyer\n\n           (g)  There are (and as of immediately following the Closing there\nwill be) no Liens on the assets of the Company relating to or attributable to\nTaxes, except for liens for Taxes not yet due. To the Shareholders' Knowledge,\nthere is no basis for the assertion of any claim relating to or attributable to\nTaxes which, if adversely determined, would result in any Lien on the assets of\nthe Company or otherwise have an adverse effect on the Company or its business.\n\n                                      10\n\n \n           (h)  There are no contracts, agreements, plans or arrangements,\nincluding but not limited to the provisions of this Agreement, covering any\nemployee or former employee of the Company that, individually or collectively,\nwould reasonably be expected to give rise to any payment (or portion thereof)\nthat would not be deductible pursuant to Sections 280G, 404 or 162 of the Code.\nThe Company has not filed a consent under Section 341(f) of the Code. The\nCompany is not and has not been a United States real property holding company\nwithin the meaning of Section 897(c) during the period specified in Section\n897(c)(1)(A)(ii).\n\n           (i)  The Company has not been at any time, a party to a tax sharing,\ntax indemnity or tax allocation agreement, and the Company has not assumed the\ntax liability of any other person under contract.\n\n     3.14  Subsidiaries.  The Company does not own, directly or indirectly, any\n           ------------                                                        \ninterest or investment (whether equity or debt) in any corporation, partnership,\nlimited liability company, trust, joint venture or other legal entity.\n\n     3.15  Legal Proceedings and Compliance with Law.\n           ----------------------------------------- \n\n           (a) Except as set forth in SCHEDULE 3.15, there is no Litigation that\nis pending or, to Shareholders' Knowledge, threatened against the Company. To\nthe Shareholders Knowledge, there has been no Default under any Laws applicable\nto the Company, including Laws relating to pollution or protection of the\nenvironment, and the Company has not received any notices from any governmental\nentity regarding any alleged Defaults under any Laws. There has been no Default\nwith respect to any Court Order applicable to the Company.\n\n           (b) Without limiting the generality of Section 3.15(a), to the\nShareholders' Knowledge, and except as described in SCHEDULE 3.15, there is not\nand never has been any Environmental Condition (i) at the premises at which the\nBusiness has been conducted by the Company or any predecessor of the Company,\n(ii) (A) at any property owned, leased, occupied or operated at any time by the\nCompany or (B) at any property owned, leased, occupied or operated at any time\nby any Person controlled by the Company or any predecessor of any of them in\nconnection with the Business, or (iii) at any property at which wastes have been\ndeposited or disposed by, from or at the behest or direction of any of the\nforegoing, nor has the Company received written notice of any such Environmental\nCondition.  \"Environmental Condition\" means any condition or circumstance,\nincluding the presence of Hazardous Substances, whether created by the Company\nor any third party, at or relating to any such property or premises specified in\nany of clauses (i) through (iii) above that did, does or may reasonably be\nexpected to (A) require abatement or correction under an Environmental Law, (B)\ngive rise to any civil or criminal liability on the part of the Company under an\nEnvironmental Law, or (C) create a public or private nuisance.\n\n           (c) The Company has delivered to Buyer complete copies of any written\nreports, studies or assessments in the possession or control of the Company or\nany Shareholder \n\n                                      11\n\n \nthat relate to any Environmental Condition and to the Business or any Assets and\nhas identified on SCHEDULE 3.15 all other reports, studies and assessments of\nwhich the Company or any Shareholder has Knowledge.\n\n           (d) Except as set forth in Schedule 3.15, the Company has obtained\nand is in full compliance with all material Governmental Permits, along with\ntheir respective expiration dates, that are required for the complete operation\nof the Business as currently operated or that relates to the Real Property, (ii)\nall of such Governmental Permits are currently valid and in full force and (iii)\nthe Company has filed such timely and complete renewal applications as may be\nrequired with respect to its Governmental Permits. To Shareholders' Knowledge,\nno revocation, cancellation or withdrawal thereof has been threatened.\n\n     3.16  Contracts.\n           --------- \n\n           (a) SCHEDULE 3.16 lists all Contracts of the following types to which\nthe Company is a party or by which it is bound, except for Minor Contracts:\n\n               (i)   Contracts with any present or former shareholder, director,\n           officer, employee, partner or consultant of the Company or any\n           Affiliate thereof.\n\n               (ii)  Contracts for the future purchase of, or payment for,\n           supplies or products, or for the lease of any real or personal\n           property from or the performance of services by a third party;\n\n               (iii) Contracts to sell or supply products or to perform services\n           that involve an amount in excess of $5,000 in any individual case;\n\n               (iv)  Contracts to lease to or to operate for any other party any\n           real or personal property that involve an amount in excess of $5,000\n           in any individual case;\n\n               (v)   Any notes, debentures, bonds, conditional sale agreements,\n           equipment trust agreements, letter of credit agreements,\n           reimbursement agreements, loan agreements or other Contracts for the\n           borrowing or lending of money (including loans to or from officers,\n           directors, partners, shareholders or Affiliates of the Company or any\n           members of their immediate families), agreements or arrangements for\n           a line of credit or for a guarantee of, or other undertaking in\n           connection with, the indebtedness of any other Person;\n\n               (vi)  Any Contracts under which any Encumbrances exist; and\n\n                                      12\n\n \n               (vii) Any other Contracts (other than Minor Contracts and those\n           described in any of (i) through (vi) above) not made in the ordinary\n           course of business.\n\n           (b) The Contracts listed in SCHEDULE 3.16 and the Minor Contracts\nexcluded from SCHEDULE 3.16 based on the term or amount thereof are referred to\nherein as the \"Company Contracts.\" The Company is not in material Default under\nany Company Contract (including any Real Estate Leases and Non-Real Estate\nLeases). The Company has not received any communication from, or given any\ncommunication to, any other party indicating that the Company or such other\nparty, as the case may be, is in Default under any Company Contract. To the\nKnowledge of the Shareholders, (i) none of the other parties in any such Company\nContract is in Default thereunder, and (ii) each such Company Contract is\nenforceable against any other parties thereto in accordance with terms thereof.\n\n     3.17  Insurance.  SCHEDULE 3.17 lists all policies or binders of insurance\n           ---------                                                           \nheld by or on behalf of the Company, specifying with respect to each policy the\ninsurer, the amount of the coverage, the type of insurance, the risks insured,\nthe expiration date, the policy number and any pending claims thereunder.  To\nthe Shareholders' Knowledge, there is no Default with respect to any such policy\nor binder, nor has there been any failure to give any notice or present any\nclaim under any such policy or binder in a timely fashion or in the manner or\ndetail required by the policy or binder.  There is no notice of nonrenewal or\ncancellation with respect to, or disallowance of any claim under, any such\npolicy or binder that has been received by the Company.\n\n     3.18  Intellectual Property\n           ---------------------\n\n           (a) Intellectual Property. The Company has good and valid title to \n               ---------------------  \nand ownership of all Intellectual Property necessary for its Business and\noperations (as now conducted and as proposed to be conducted). A list of all\nIntellectual Property owned by the Company is set forth on SCHEDULE 3.18(A).\nThere are no outstanding options, licenses or agreements of any kind to which\nthe Company is a party or by which it is bound relating to any Intellectual\nProperty, whether owned by the Company or another person, except as disclosed on\nSCHEDULE 3.18(A). To the Knowledge of the Shareholders, the business of the\nCompany as formerly and presently conducted did not and does not conflict with\nor infringe upon any Intellectual Property right, owned or claimed by another.\n\n           (b) Contracts.  SCHEDULE 3.18(B) contains a complete and accurate \n               ---------     \nlist and summary description, including any royalties paid or received by the\nCompany, of all Contracts relating to the Intellectual Property to which the\nCompany is a party or by which the Company is bound, except for any license\nimplied by the sale of a product and perpetual, paid-up licenses for commonly\navailable software programs with a value of less than $5,000 under which the\nCompany is the licensee. There are no outstanding and, to Shareholders'\nKnowledge, no threatened disputes or disagreements with respect to any such\nagreement.\n\n                                      13\n\n \n           (c)  Know-How Necessary for the Business.  The Intellectual Property\n                -----------------------------------                            \nincluded in the Assets constitutes all of the Intellectual Property that is, to\nthe Shareholders Knowledge, necessary for the operation of the Business as it is\ncurrently conducted. Except as described on SCHEDULE 3.18(C), the Company is the\nowner of all right, title and interest in and to each item of Intellectual\nProperty, free and clear of any Encumbrances, and to the Knowledge of the\nShareholders has the right to use without payment to a third party all of the\nIntellectual Property.\n\n     3.19  Employees.  The Company is not (a) a party to, involved in or, to\n           ---------                                                        \nShareholders' Knowledge, threatened by, any labor dispute or unfair labor\npractice charge, or (b) currently negotiating any collective bargaining\nagreement. The Company has not experienced during the last three years any work\nstoppage. Shareholders have delivered to Buyer a complete and correct list of\nthe names and salaries, bonus and other cash compensation of all employees\n(including officers) of the Company. SCHEDULE 3.19 lists the directors and\nofficers of the Company.\n\n     3.20  ERISA.\n           ----- \n\n           (a) SCHEDULE 3.20 contains a complete list of all Benefit Plans\nsponsored or maintained by the Company or under which the Company is obligated.\nShareholders have delivered to Buyer (i) accurate and complete copies of all\nsuch Benefit Plan documents and all other material documents relating thereto,\nincluding (if applicable) all summary plan descriptions, summary annual reports\nand insurance contracts, (ii) accurate and complete detailed summaries of all\nunwritten Benefit Plans, (iii) accurate and complete copies of the most recent\nfinancial statements and actuarial reports with respect to all such Benefit\nPlans for which financial statements or actuarial reports are required or have\nbeen prepared and (iv) accurate and complete copies of all annual reports for\nall such Benefit Plans (for which annual reports are required) prepared within\nthe last three years.  Each such Benefit Plan providing benefits that are funded\nthrough a policy of insurance is indicated by the word \"insured\" placed by the\nlisting of the Benefit Plan in the SCHEDULE 3.20.\n\n           (b) To the Knowledge of any of the Shareholders, all such Benefit\nPlans conform (and at all times have conformed) in all material respects to, and\nare being administered and operated (and have at all time been administered and\noperated) in material compliance with, the requirements of ERISA, the Code and\nall other applicable Laws.  All returns, reports and disclosure statements\nrequired to be made under ERISA and the Code with respect to all such Benefit\nPlans have been timely filed or delivered.  To the Knowledge of any of the\nShareholders, there have not been any \"prohibited transactions,\" as such term is\ndefined in Section 4975 of the Code or Section 406 of ERISA involving any of the\nBenefit Plans, that could subject any Shareholder or the Company to any material\npenalty or tax imposed under the Code or ERISA.\n\n           (c) Except as is set forth in SCHEDULE 3.20, any such Benefit Plan\nthat is intended to be qualified under Section 401(a) of the Code and exempt\nfrom tax under Section 501(a) of the Code has been determined by the Internal\nRevenue Service to be so qualified or an \n\n                                      14\n\n \napplication for such determination is pending. Any such determination that has\nbeen obtained remains in effect and has not been revoked, and with respect to\nany application that is pending, the Company does not have any reason to suspect\nthat such application for determination will be denied. Nothing has occurred\nsince the date of any such determination that is reasonably likely to affect\nadversely such qualification or exemption, or result in the imposition of excise\ntaxes or income taxes on unrelated business income under the Code or ERISA with\nrespect to any such Benefit Plan.\n\n           (d)  The Company does not sponsor a defined benefit plan subject to\nTitle IV of ERISA, nor does it have a current or contingent obligation to\ncontribute to any multiemployer plan (as defined in Section 3(37) of ERISA). The\nCompany does not have any liability with respect to any employee benefit plan\n(as defined in Section 3(3) of ERISA) other than with respect to such Benefit\nPlans.\n\n           (e)  There are no pending or, to Shareholders' Knowledge, any\nthreatened claims by or on behalf of any such Benefit Plans, or by or on behalf\nof any individual participants or beneficiaries of any such Benefit Plans,\nalleging any breach of fiduciary duty on the part of the Company or any of its\nofficers, directors or employees under ERISA or any other applicable\nregulations, or claiming benefit payments (other than those made in the ordinary\noperation of such plans), nor is there, to Shareholders's Knowledge, any basis\nfor such claim.  The Benefit Plans are not the subject of any pending (or to\nShareholders's Knowledge, any threatened) investigation or audit by the Internal\nRevenue Service or the Department of Labor.\n\n           (f)  The Company has timely made all required contributions under\nsuch Benefit Plans.\n\n           (g)  With respect to any such Benefit Plan that is an employee\nwelfare benefit plan (within the meaning of Section 3(1) of ERISA) (a \"Welfare\nPlan\") and except as specified in SCHEDULE 3.20, (i) each Welfare Plan for which\ncontributions are claimed by the Company as deductions under any provision of\nthe Code complies with all applicable requirements pertaining to such deduction,\n(ii) with respect to any welfare benefit fund (within the meaning of Section 419\nof the Code) related to a Welfare Plan, there is no disqualified benefit (within\nthe meaning of Section 4976(b) of the Code) that would result in the imposition\nof a tax under Section 4976(a) of the Code, (iii) any Benefit Plan that is a\ngroup health plan (within the meaning of Section 4980B(g)(2) of the Code)\ncomplies, and in each and every case has complied, with all of the applicable\nrequirements of Section 4980B of the Code, ERISA, Title XXII of the Public\nHealth Service Act and the Social Security Act, and (iv) all Welfare Plans may\nbe amended or terminated at any time on or after the Closing Date. Except as\nspecified in SCHEDULE 3.20, no Benefit Plan provides any health, life or other\nwelfare coverage to employees of the Company beyond termination of their\nemployment with the Company by reason of retirement or otherwise, other than\ncoverage as may be required under Section 4980B of the Code or Part 6 of ERISA,\nor under the continuation of coverage provisions of the laws of any state or\nlocality.\n\n                                      15\n\n \n     3.21  Corporate Records.  The minute books of the Company contain complete,\n           -----------------                                                    \ncorrect and current copies of its Charter Documents and bylaws and of all\nminutes of meetings, resolutions and other proceedings of its Board of Directors\nand shareholders. The stock record books of the Company are complete, correct\nand current.\n\n     3.22  Absence of Certain Changes. Except as contemplated by this Agreement,\n           --------------------------     \nthe Company has conducted the Business in the ordinary course since June 30,\n1998, and there has not been with respect to the Business any of the items\nspecified below since the Balance Sheet Date:\n\n           (a)  any change that has had or is reasonably likely to have a\n     Material Adverse Effect;\n\n           (b)  any distribution or payment declared or made in respect of its\n     common stock by way of dividends, purchase or redemption of shares or\n     otherwise;\n\n           (c)  Except as set forth on SCHEDULE 3.22(C), any increase in the\n     compensation payable or to become payable to any director, officer,\n     employee or agent, except for increases for non-officer employees made in\n     the ordinary course of business, nor any other change in any employment or\n     consulting arrangement except in the ordinary course of business;\n\n           (d)  any sale, assignment or transfer of Assets, or any additions to\n     or transactions involving any Assets, other than those made in the ordinary\n     course of business;\n\n           (e)  other than in the ordinary course of business, any waiver or\n     release of any claim or right or cancellation of any debt held;\n\n           (f)  materially decrease its working capital;\n\n           (g)  other than in the ordinary course of business, any incurrence of\n     indebtedness for borrowed money or issuance of any debt securities; or\n\n           (h)  any payments to any Affiliate of the Company, except as\n     specified in SCHEDULE 3.22(H).\n\n     3.23  Customers.  The Company has used reasonable business efforts to\n           ---------                                                      \nmaintain, and currently maintains, good working relationships with all of its\ncustomers. SCHEDULE 3.23 contains a list of the names of each of the 10\ncustomers that, in the aggregate, for the period from January 1, 1998 through\nJune 30, 1998 were the largest dollar volume customers of products or services,\nor both, sold by the Company. Except as specified in SCHEDULE 3.23, none of such\n\n                                      16\n\n \ncustomers has given the Company written notice terminating, canceling or\nthreatening to terminate or cancel any Contract or relationship with the\nCompany.\n\n     3.24  Previous Sales; Warranties.  The Company has not breached any express\n           --------------------------                                           \nor implied warranties in connection with the sale or distribution of goods or\nthe performance of services, except for breaches that, individually and in the\naggregate, are not material and are consistent with the past practices of the\nBusiness.\n\n     3.25  Finder's Fees.  No Person retained by the Company or any Shareholder\n           -------------                                                       \nis or will be entitled to any commission or finder's or similar fee in\nconnection with the Transactions.\n\n     3.26  Accuracy of Information.  To the Shareholders' Knowledge, no\n           -----------------------                                     \nrepresentation or warranty by the Company or any Shareholder in any Transaction\nDocument, and no information contained therein contains any untrue statement of\na material fact or omits to state any material fact necessary in order to make\nthe statements contained herein or therein not misleading in light of the\ncircumstances under which such statements were made.\n\n     3.27  Intentionally Omitted.\n           --------------------- \n\n     3.28  Additional Information.   SCHEDULE 3.28 accurately lists the\n           ----------------------                                      \nfollowing:\n\n           (a) the names and addresses of every bank or other financial\n     institution in which the Company maintains an account (whether checking,\n     saving or otherwise), lock box or safe deposit box, and the account numbers\n     and names of Persons having signing authority or other access thereto; and\n\n           (b) all names under which the Company has conducted the Business or\n     which it has otherwise used at any time during the past five years.\n\n40   Representations and Warranties of Buyer.\n     --------------------------------------- \n\n     Buyer hereby represents and warrants to Shareholders as follows:\n\n     4.1   Organizational Status. Buyer is a corporation duly organized, validly\n           ---------------------  \nexisting and in good standing under the Laws of the Commonwealth of Pennsylvania\nand is qualified to do business in any jurisdiction where it is required to be\nso qualified. The Charter Documents of Buyer that have been delivered to\nShareholders as of the date hereof are effective under applicable Laws and are\ncurrent, correct and complete.\n\n     4.2   Authorization. Buyer has the requisite power and authority to own its\n           -------------   \nassets and to carry on its business.  Buyer has the requisite power and\nauthority to execute and deliver the Transaction Documents to which it is a\nparty and to perform the Transactions performed or to be performed by it.  Such\nexecution, delivery and performance by Buyer have been duly authorized \n\n                                      17\n\n \nby all necessary corporate action. Each Transaction Document executed and\ndelivered by Buyer has been duly executed and delivered by Buyer and constitutes\na valid and binding obligation of Buyer, enforceable against Buyer in accordance\nwith its terms.\n\n     4.3   Consents and Approvals.  Neither the execution and delivery by Buyer\n           ----------------------                                              \nof the Transaction Documents to which it is a party, nor the performance of the\nTransactions performed or to be performed by Buyer, require any filing, consent\nor approval, constitute a Default or cause any payment obligation to arise under\n(a) any Law or Court Order to which Buyer is subject, (b) the Charter Documents\nor bylaws of Buyer or (c) any Contract, Governmental Permit or other document to\nwhich Buyer is a party or by which the properties or other assets of Buyer may\nbe subject.\n\n     4.4   Finder's Fees.  No Person retained by Buyer is or will be entitled to\n           -------------                                                        \nany commission or finder's or similar fee in connection with the Transactions.\n\n     4.5   Accuracy of Information.  To Buyer's actual knowledge, no\n           -----------------------                                  \nrepresentation or warranty by Buyer in any Transaction Document, and no\ninformation contained therein or otherwise delivered by or on behalf of Buyer to\nany other Party in connection with the Transactions contains any untrue\nstatement of a material fact or omits to state any material fact necessary in\norder to make the statements contained herein or therein not misleading in light\nof the circumstances under which such statements were made.\n\n 5.  Covenants of Shareholders.\n     ------------------------- \n\n     5.1   Conduct of the Business.  Except as contemplated or otherwise\n           -----------------------                                      \nconsented to by Buyer in writing, after the date of this Agreement the Company\nshall carry on the Business in the ordinary course. In furtherance of and in\naddition to such restriction, (a) the Company shall not: amend its Charter\nDocuments or bylaws; merge or consolidate with, or purchase substantially all of\nthe assets of, or otherwise acquire any business of, any corporation,\npartnership or other business organization or business division thereof; split,\ncombine or reclassify its outstanding capital stock; enter into any Contract or\notherwise incur any Liability outside the ordinary course of business; discharge\nor satisfy any Encumbrance or pay or satisfy any material Liability except\npursuant to the terms thereof; compromise, settle or otherwise adjust any\nmaterial claim or litigation; make any capital expenditure involving in any\nindividual case more than $5,000; incur any indebtedness for borrowed money or\nissue any debt securities; declare or pay any dividend or other distribution on\nits capital stock; materially decrease its working capital; increase the\nsalaries or other compensation payable to any employee, or take any action, or\nfail to take any reasonable action within its control, as a result of which any\nof the changes or events listed in Section 3.22 would be likely to occur, and\n(b) the Company shall maintain and service the Assets consistent with past\npractice and preserve intact the current business organization of the Company.\n\n                                      18\n\n \n     5.2   Access to Information. From the date of this Agreement to the Closing\n           ---------------------  \nDate, the Shareholders shall cause the Company to give to Buyer and its\nofficers, employees, counsel, accountants and other representatives access to\nand the right to inspect, during normal business hours, all of the assets,\nrecords, contracts and other documents relating to the Company  as the other\nparty may reasonably request.  Buyer shall not use such information for purposes\nother than in connection with the transactions contemplated by this Agreement\nand shall otherwise hold such information in confidence until such time as such\ninformation otherwise becomes publicly available and will sign such standard and\ncustomary non-disclosure agreements as are reasonably requested by the Company.\n\n     5.3   No Solicitation.  From and after the date hereof until the earlier of\n           ---------------                                                      \nthe Termination Date or the date of termination of this Agreement pursuant to\nSection 11, without the prior written consent of Buyer, each Shareholder and the\nCompany will not, and will not authorize or permit any Shareholder\nRepresentative to, directly or indirectly, solicit, initiate or encourage\n(including by way of furnishing information) or take any other action to\nfacilitate knowingly any inquiries or the making of any proposal that\nconstitutes or may reasonably be expected to lead to an Acquisition Proposal\nfrom any Person, or engage in any discussion or negotiations relating thereto or\naccept any Acquisition Proposal.  The Company or any Shareholder that receives\nany such inquiries, offers or proposals shall (a) notify Buyer orally and in\nwriting of any such inquiries, offers or proposals (including the terms and\nconditions of any such proposal and the identity of the person making it),\nwithin 48 hours of the receipt thereof, (b) keep Buyer informed of the status\nand details of any such inquiry, offer or proposal, and (c) give Buyer five\ndays' advance notice of any agreement to be entered into with, or any\ninformation to be supplied to, any Person making such inquiry, offer or\nproposal.  As used herein, \"Acquisition Proposal\" means a proposal or offer\n(other than pursuant to this Agreement) for a tender or exchange offer, merger,\nconsolidation or other business combination involving any or any proposal to\nacquire in any manner a substantial equity interest in, or all or substantially\nall of the Assets.  Notwithstanding the foregoing, the Shareholders will remain\nfree to participate in any discussions or negotiations regarding, furnish any\ninformation with respect to, assist or participate in, or facilitate in any\nother manner, any effort or attempt by any Person to do or seek any of the\nforegoing to the extent their fiduciary duties may require.\n\n     5.4   Existing Employment Agreements and Other Liabilities.  Each\n           ----------------------------------------------------       \nShareholder, effective as of the Closing, hereby consents to the cancellation of\nany Contract that the Shareholders have with the Company, including any\nemployment agreement, and also releases and discharges Shareholder and any of\nits Affiliates from any and all Liabilities other than those arising out of this\nAgreement or any other Transaction Documents and those related to wages due to\nthe Shareholders in the ordinary course.\n\n     5.5   Expenses.  The Shareholders shall pay all of the legal and accounting\n           --------                                                             \nexpenses in excess of $30,000 incurred by Shareholders and the Company in\nconnection with the Transactions.\n\n                                      19\n\n \n     5.6   Confidentiality.\n           --------------- \n\n           (a)  Each Shareholder recognizes and acknowledges that by reason of\nits or his involvement with or employment in the Business, it or he has or may\nhave had access to Trade Secrets relating to the Business. Each Shareholder\nacknowledges that such Trade Secrets are a valuable and unique asset and\ncovenants that it or he will not disclose any such Trade Secrets to any Person\nfor any reason whatsoever, unless such information (a) is in the public domain\nthrough no wrongful act of such Shareholder, (b) has been rightfully received\nfrom a third party without restriction and without breach of this Agreement or\n(c) except as may be required by law.\n\n           (b)  The terms of this Section 5.6 shall apply to each Shareholder\nand to any other Person controlled by any Shareholder and any of their\nrespective Affiliates that it or he controls to the same extent as if they were\nparties hereto, and each such party shall take whatever actions may be necessary\nto cause any such party or Affiliate to adhere to the terms of this Section 5.6.\n\n           (c)  In the event of any breach or threatened breach by any party of\nany provision of Section 5.6, Buyer shall be entitled to injunctive or other\nequitable relief, restraining such party from using or disclosing any Trade\nSecrets in whole or in part, or from engaging in conduct that would constitute a\nbreach of the obligations of a party under Section 5.6. Such relief shall be in\naddition to and not in lieu of any other remedies that may be available,\nincluding an action for the recovery of Damages, all of which may be sought only\nin accordance with the arbitration provisions of this Agreement.\n\n     5.7   Transfer of Assets and Business.  Shareholders shall, and shall cause\n           -------------------------------                                      \nthe Company to, take such reasonable steps as may be necessary or appropriate,\nin the judgment of Buyer, so that Buyer shall be placed in actual possession and\ncontrol of all of the Assets and the Business.\n\n     5.8   Accounts Receivable.\n           ------------------- \n\n           (a)  After the Closing, Buyer shall cause the Company to use\nreasonable and diligent efforts to collect the accounts receivables of the\nCompany outstanding as of the Balance Sheet Date (the \"Closing Accounts\nReceivables\"), without any obligation to compromise the gross amount of any such\naccount receivable, commence legal proceedings or retain collection agencies.\n\n           (b)  In the event that, notwithstanding the efforts by the Company,\nthe Closing Accounts Receivables have not been collected in full within 120 days\nafter the Closing, (i) Buyer shall be responsible for the first $25,000 of the\namount of any uncollected Closing Accounts Receivables (without application of\nany reserves for uncollectible accounts receivable on any financial statement of\nthe Company), and (ii) Shareholders, jointly and severally, shall upon written\nnotice from Buyer, promptly pay the Company an amount equal to 50% of the unpaid\n\n                                      20\n\n \nportion of such uncollected Closing Accounts Receivables in excess of $25,000\n(without application of any reserves for uncollectible accounts receivable on\nany financial statement of the Company).\n\n6.   Covenants of Buyer.\n     ------------------ \n\n     6.1  Fulfillment of Closing Conditions.  At and prior to the Closing, Buyer\n          ---------------------------------                                     \nshall use commercially reasonable efforts to fulfill the conditions specified in\nSections 8 and 9 to the extent that the fulfillment of such conditions is within\nits control.  In connection with the foregoing, each such party will (a) refrain\nfrom any actions that would cause any of its representations and warranties to\nbe inaccurate in any material respect as of the Closing, (b) execute and deliver\nthe applicable agreements and other documents referred to in Sections 8 and 9,\n(c) comply in all material respects with all applicable Laws in connection with\nits execution, delivery and performance of this Agreement and the Transactions,\n(d) use commercially reasonable efforts to obtain in a timely manner all\nnecessary waivers, consents and approvals required under any Laws, Contracts or\notherwise, including any Buyer Required Consents, and (e) use commercially\nreasonable efforts to take, or cause to be taken, all other actions and to do,\nor cause to be done, all other things reasonably necessary, proper or advisable\nto consummate and make effective as promptly as practicable the Transactions.\n\n     6.2  Expenses. Buyer shall pay all of the legal, accounting and other\n          --------                                                        \nexpenses incurred by Buyer in connection with the Transactions.\n\n7.   Mutual Covenants.\n     ---------------- \n\n     7.1  Fulfillment of Closing Conditions.  At and prior to the Closing, each\n          ---------------------------------                                    \nparty shall use commercially reasonable efforts to fulfill, and to cause each\nother to fulfill, as soon as practicable after the conditions specified in\nSections 8 and 9 to the extent that the fulfillment of such conditions is within\nits or his control.  In connection with the foregoing, each party will (a)\nrefrain from any actions that would cause any of its representations and\nwarranties to be inaccurate  as of the Closing, and take any reasonable actions\nwithin its control that would be necessary to prevent its representations and\nwarranties from being inaccurate as of the Closing, (b) execute and deliver the\napplicable agreements and other documents referred to in Sections 8 and 9, (c)\ncomply in all material respects with all applicable Laws in connection with its\nexecution, delivery and performance of this Agreement and the Transactions, (d)\nuse commercially reasonable efforts to obtain in a timely manner all necessary\nwaivers, consents and approvals required under any Laws, Contracts or otherwise,\nincluding any Shareholder Required Consents in the case of Shareholders and any\nBuyer Required Consents in the case of Buyer, (e) use commercially reasonable\nefforts to take, or cause to be taken, all other actions and to do, or cause to\nbe done, all other things reasonably necessary, proper or advisable to\nconsummate and make effective as promptly as practicable the Transactions.\n\n                                      21\n\n \n     7.2  Disclosure of Certain Matters.  Each Shareholder on the one hand, and\n          -----------------------------                                        \nBuyer, on the other hand, shall give Buyer and Shareholders, respectively,\nprompt notice of any event or development that occurs that (a) had it existed or\nbeen known on the date hereof would have been required to be disclosed by such\nparty under this Agreement, (b) would cause any of the representations and\nwarranties of such party contained herein to be inaccurate or otherwise\nmisleading, except as contemplated by the terms hereof, or (c) gives any such\nparty any reason to believe that any of the conditions set forth in Sections 8\nand 9 will not be satisfied prior to the Termination Date (defined below).\n\n     7.3  Intentionally omitted.\n\n     7.4  Public Announcements.  Shareholders and Buyer shall consult with each\n          --------------------                                                 \nother before issuing any press release or making any public statement with\nrespect to this Agreement and the Transactions and, except as may be required by\napplicable law, none of such Parties nor any other Parties shall issue any such\npress release or make any such public statement without the consent of the other\nparties hereto.\n\n     7.5  Confidentiality.  If the Transactions are not consummated, each party\n          ---------------                                                      \nshall treat all information obtained in its investigation of another party or\nany Affiliate thereof, and not otherwise known to them or already in the public\ndomain, as confidential and shall not use or otherwise disclose such information\nto any third party and shall return to such other party or Affiliate all copies\nmade by it or its representatives of Confidential Information provided by such\nother party or Affiliate.\n\n8.   Conditions Precedent to Obligations of Shareholders.\n     --------------------------------------------------- \n\n     All obligations of Shareholders to consummate the Transactions are subject\nto the satisfaction prior thereto of each of the following conditions:\n\n     8.1  Representations and Warranties.  The representations and warranties of\n          ------------------------------                                        \nBuyer contained in this Agreement shall be true and correct on the date hereof\nand (except to the extent such representations and warranties speak as of an\nearlier date) shall also be true and correct on and as of the Closing Date with\nthe same force and effect as if made on and as of the Closing Date.\n\n     8.2  Agreements, Conditions and Covenants.  Buyer shall have performed or\n          ------------------------------------                                \ncomplied with all agreements, conditions and covenants required by this\nAgreement to be performed or complied with by it on or before the Closing Date.\n\n     8.3  Certificates.  Shareholders shall have received a certificate of an\n          ------------                                                       \nexecutive officer of Buyer to the effect set forth in Sections 8.1 and 8.2 with\nrespect to Buyer.\n\n                                      22\n\n \n     8.4  Legality.  No Law or Court Order shall have been enacted, entered,\n          --------                                                          \npromulgated or enforced by any court or governmental authority that is in effect\nand has the effect of making the purchase and sale of the Assets illegal or\notherwise prohibiting the consummation of such purchase and sale.\n\n     8.5  Buyer Required Consents.  Buyer shall have obtained Buyer Required\n          -----------------------                                           \nConsents without any modification that Shareholders reasonably deem\nunacceptable.\n\n     8.6  Employment Agreement.  Contemporaneously with the Closing, Buyer shall\n          --------------------                                                  \nexecute and deliver an employment agreement with George Jankovic, which\nagreement shall become effective on the Closing Date.\n\n     8.7  Legal Fees.  The legal fees and expenses of Brobeck, Phleger &amp; ----------                                                    \nHarrison LLP set forth in Schedule 3.12 shall have been paid.\n\n9.   Conditions Precedent to Obligations of Buyer.\n     -------------------------------------------- \n\n     All obligations of Buyer to consummate the Transactions are subject to the\nsatisfaction (or waiver) prior thereto of each of the following conditions:\n\n     9.1  Representations and Warranties.  The representations and warranties of\n          ------------------------------                                        \nShareholders contained in this Agreement shall be true and correct on the date\nhereof and (except to the extent such representations and warranties speak as of\nan earlier date) shall also be true and correct on and as of the Closing Date,\nexcept for changes contemplated by this Agreement, with the same force and\neffect as if made on and as of the Closing Date.\n\n     9.2  Agreements, Conditions and Covenants.  Shareholders shall have\n          ------------------------------------                          \nperformed or complied in all material respects with all agreements, conditions\nand covenants required by this Agreement to be performed or complied with by\nthem on or before the Closing Date.\n\n     9.3  Certificates.  Buyer shall have received a certificate of an executive\n          ------------                                                          \nofficer of the Company and each Shareholder to the effect set forth in Sections\n9.1 and 9.2.\n\n     9.4  Legality.  No Law or Court Order shall have been enacted, entered,\n          --------                                                          \npromulgated or enforced by any court or governmental authority that is in effect\nand (a) has the effect of making the purchase and sale of the Assets illegal or\notherwise prohibiting the consummation of such purchase and sale or  (b) has a\nreasonable likelihood of causing a Material Adverse Effect.\n\n10.  Indemnification.\n     --------------- \n\n     10.1  By Shareholders.  From and after the Closing Date, the Shareholders,\n           ---------------                                                     \njointly and severally, shall indemnify and hold harmless Buyer and its\nsuccessors and assigns, and their respective officers, directors, employees,\nshareholders, agents, Affiliates and any Person who \n\n                                      23\n\n \ncontrols any of such Persons within the meaning of the Securities Act or the\nExchange Act (each, a \"Buyer Indemnified Party\") from and against any\nliabilities, claims, demands, judgments, losses, costs, damages or expenses\nwhatsoever (including reasonable attorneys', consultants' and other professional\nfees and disbursements of every kind, nature and description incurred by such\nBuyer Indemnified Party in connection therewith including consequential damages)\n(collectively, \"Damages\") that such Buyer Indemnified Party may sustain, suffer\nor incur and that result from, arise out of or relate to (a) any breach of any\nof the respective representations, warranties, covenants or agreements of any\nShareholder contained in this Agreement or in the Closing Certificates, (b) any\nEnvironmental Condition existing on or before the Closing, and (c) any Liability\nof any Shareholder involving Taxes due and payable by, or imposed on the Company\nwith respect to any Shareholder for any and all taxable periods ending on or\nprior to the Closing Date (whether or not such Taxes have been due and payable).\nShareholder Indemnified Parties' obligations under this Section 10 are joint and\nseveral; provided that a Shareholder shall not be liable under this Agreement\nfor an aggregate amount in excess of the portion of the Purchase Price received\nby such Shareholder minus any Taxes paid by such Shareholder on account of the\nPurchase Price; provided, further, that the Shareholders shall not have any\nobligation to indemnify Buyer from and against any Damages caused by the breach\nof any representation or warranty of the Shareholders contained in Section 3\nuntil Buyer has suffered by reason of all such breaches Damages in excess of\n$50,000 in the aggregate (the \"Deductible Amount\"); at such time as to the total\namount of such Damages exceeds the Deductible Amount in the aggregate, Buyer\nshall be entitled to indemnification against all Damages in excess of the\nDeductible Amount.\n\n     10.2 By Buyer.  From and after the Closing Date, Buyer shall indemnify and\n          --------                                                             \nhold harmless Shareholders and their respective successors and assigns, and (if\nany) their respective officers, directors, employees, shareholders, agents,\nAffiliates and any Person who controls any of such Persons within the meaning of\nthe Securities Act or the Exchange Act (each, a \"Shareholder Indemnified Party\")\nfrom and against any Damages that such Shareholder Indemnified Party may\nsustain, suffer or incur and that result from, arise out of or relate to any\nbreach of any of the respective representations, warranties, covenants or\nagreements of Buyer contained in this Agreement.  Buyer shall not be liable\nunder this Agreement for an aggregate amount in excess of the Purchase Price;\nprovided, however, that Buyer shall not have any obligation to indemnify\nShareholders from and against any Damages caused by the breach of any\nrepresentation or warranty of Buyer contained in Section 4 until Buyer has\nsuffered by reason of all such breaches Damages in excess of $50,000 in the\naggregate (the \"Deductible Amount\"); at such time as to the total amount of such\nDamages exceeds the Deductible Amount in the aggregate, Shareholders shall be\nentitled to indemnification against all Damages in excess of the Deductible\nAmount.\n\n     10.3 Holders' Representative.\n          ----------------------- \n\n          (a) Doris Wu shall act as the Shareholders' representative (the\n\"Holders' Representative\") for the purpose of settling on behalf of the\nShareholders any indemnification \n\n                                      24\n\n \nclaims made by Buyer Indemnified Party hereunder, and taking any other action\nthat is specifically delegated to the Holders' Representative hereunder. Buyer\nshall give notice under Section 10.4 of any claim for indemnification against\nthe Shareholders to Shareholders and the Holders' Representative, and only the\nHolders' Representative shall be empowered following such notice to respond to\nor take any other action on behalf of the Shareholders with respect to the\nclaim. Shareholders shall be bound by any and all actions taken by the Holders'\nRepresentative on their behalf in accordance with this Agreement.\n\n          (b) Buyer shall be entitled to rely exclusively upon any\ncommunications or writings given or executed by the Holders' Representative and\nshall not be liable in any manner whatsoever for any action taken or not taken\nin reliance upon the actions taken or not taken or communications or writings\ngiven or executed by the Holders' Representative.  Buyer shall be entitled to\ndisregard any notices or communications given or made by the Shareholders unless\ngiven or made through the Holders' Representative.\n\n          (c) In the event of the death of the Holders' Representative or his\ninability to perform his functions hereunder, the Shareholders who immediately\nprior to the Closing owned a majority of Shares shall choose another Holders'\nRepresentative.\n\n          (d) The Holders' Representative shall not be liable to any Shareholder\nor any other party for any action taken or omitted to be taken by him as\nHolders' Representative except, in the case of willful misconduct or gross\nnegligence.  Shareholders jointly indemnify the Holders' Representative and hold\nhim harmless from and against any loss, liability or expense of any nature\nincurred by the Holders' Representative arising out of or in connection with the\nadministration of his duties as Holders' Representative, including reasonable\nlegal fees and other costs and expenses of defending or preparing to defend\nagainst any claim or liability in the premises, unless such loss, liability or\nexpense shall be caused by the Holders' Representative's willful misconduct or\ngross negligence.\n\n    10.4  Procedure for Claims.\n          -------------------- \n\n          (a) Any Person that desires to seek indemnification under any part of\nthis Section 10 (each, an \"Indemnified Party\") shall give notice (a \"Claim\nNotice\") to each party responsible or alleged to be responsible for\nindemnification hereunder (an \"Indemnitor\") prior to any applicable Expiration\nDate specified below.  Such notice shall explain with specificity the nature of\nthe claim, the specific section of this Agreement to which the claim relates and\nthe parties known to be invoked, and shall specify the amount thereof.  If the\nmatter to which a claim relates shall not have been resolved as of the date of\nthe Claim Notice, the Indemnified Party shall estimate the amount of the claim\nin the Claim Notice, but also specify therein that the claim has not yet been\nliquidated (an \"Unliquidated Claim\").  If an Indemnified Party gives a Claim\nNotice for an Unliquidated Claim, the Indemnified Party shall also give a second\nClaim Notice (the \"Liquidated Claim Notice\") within 60 days after the matter\ngiving rise to the claim becomes finally resolved, and the Second Claim Notice\nshall specify the amount of the claim.  Each \n\n                                      25\n\n \nIndemnitor to which a Claim Notice is given shall respond to any Indemnified\nParty that has given a Claim Notice (a \"Claim Response\") within 60 days (the\n\"Response Period\") after the later of (i) the date that the Claim Notice is\ngiven or (ii) if a Claim Notice is first given with respect to an Unliquidated\nClaim, the date on which the Liquidated Claim Notice is given. Any Claim Notice\nor Claim Response shall be given in accordance with the notice requirements\nhereunder, and any Claim Response shall specify whether or not the Indemnitor\ngiving the Claim Response disputes the claim described in the Claim Notice. If\nany Indemnitor fails to give a Claim Response within the Response Period, such\nIndemnitor shall be deemed not to dispute the claim described in the related\nClaim Notice. If any Indemnitor elects not to dispute a claim described in a\nClaim Notice, whether by failing to give a timely Claim Response or otherwise,\nthen the amount of such claim shall be conclusively deemed to be an obligation\nof such Indemnitor. For the purposes of the immediately preceding sentence, an\nIndemnitor's failure to give a timely Claim Response shall not be deemed an\nelection not to dispute a Claim Notice unless the Indemnified Party shall have\ngiven a second Claim Notice after expiration of the Response Period and another\n20 days after the date on which the Indemnified Party shall have given such\nsecond Claim Notice shall have expired without the Indemnitor's having given a\nResponse Notice within such period.\n\n           (b) If any Indemnitor shall be obligated to indemnify an Indemnified\nParty hereunder, such Indemnitor shall pay to such Indemnified Party within 30\ndays after the last day of the Claim Response Period the amount to which such\nIndemnified Party shall be entitled.  If there shall be a dispute as to the\namount or manner of indemnification under this Section 10, the Indemnified Party\nmay pursue whatever legal remedies may be available for recovery of the Damages\nclaimed from any Indemnitor in accordance with the arbitration provisions of\nthis Agreement.  If any Indemnitor fails to pay all or part of any\nindemnification obligation when due, then such Indemnitor Party shall also be\nobligated to pay to the applicable Indemnified Party interest on the unpaid\namount for each day during which the obligation remains unpaid at an annual rate\nequal to the Prime Rate,  and the Prime Rate in effect on the first business day\nof each calendar quarter shall apply to the amount of the unpaid obligation\nduring such calendar quarter.\n\n     10.5  Claims Period.  Any claim for indemnification under this Section 10\n           -------------                                                      \nshall be made by giving a Claim Notice under Section 10.4 on or before the first\nanniversary of the Closing Date (the \"Expiration Date\").  So long as an\nIndemnified Party gives a Claim Notice for an Unliquidated Claim on or before\nthe Expiration Date, such Indemnified Party shall be entitled to pursue its\nrights to indemnification regardless of the date on which such Indemnified Party\ngives the related Liquidated Claim Notice.\n\n     10.6  Third Party Claims.\n           ------------------ \n\n           (a) If any third party shall notify any Indemnified Party with\nrespect to any actions, suits or other administrative or judicial proceedings\n(each, an \"Action\") which may give rise to a claim for indemnification against\nany Indemnifying Party under this Section 10, then the \n\n                                      26\n\n \nIndemnified Party shall promptly (and in any event within five Business Days'\nafter receiving notice of the Action) notify each Indemnifying Party thereof in\nwriting.\n\n          (b) Any Indemnifying Party will have the right to assume and\nthereafter conduct the defense of the Action with counsel of his or its choice\nreasonably satisfactory to the Indemnified Party; provided, however, that the\nIndemnifying Party will not consent to the entry of any judgment or enter into\nany settlement with respect to the Action without the prior written consent of\nthe Indemnified Party (which consent shall not be unreasonably withheld) unless\nthe judgment or proposed settlement involves only the payment of money damages\nand does no impose an injunction or other equitable relief upon the Indemnified\nParty.\n\n          (c) Unless and until an Indemnifying Party assumes the defense of the\nAction, the Indemnified Party may defend against the Action in any manner he or\nit reasonably may deem appropriate.\n\n          (d) In no event will the Indemnified Party consent to the entry of any\njudgment or enter into any settlement with respect to any Action without the\nprior written consent of each of the Indemnifying Parties (which consent shall\nnot be unreasonably withheld).\n\n 11. Termination.\n     ----------- \n\n     11.1 Grounds for Termination.  This Agreement may be terminated at any time\n          -----------------------                                               \nbefore the Closing Date:\n\n          (a) By mutual written consent of Shareholders and Buyer;\n\n          (b) By Shareholders or Buyer if the Closing shall not have been\nconsummated on or before the Termination Date; provided, however, that the right\nto terminate this Agreement under this Section 10.1(b) shall not be available to\nany party whose failure to fulfill any obligation under this Agreement has been\nthe cause of, or resulted in, the failure of the Closing to occur on or before\nthe Termination Date;\n\n          (c) By Shareholders or Buyer if a court of competent jurisdiction or\ngovern mental, regulatory or administrative agency or commission shall have\nissued a Court Order (which Court Order the parties shall use commercially\nreasonable efforts to lift) that permanently restrains, enjoins or otherwise\nprohibits the Transactions, and such Court Order shall have become final and\nnonappealable;\n\n          (d) By Buyer, if any Shareholder shall have breached, or failed to\ncomply with, any of its or his obligations under this Agreement or any\nrepresentation or warranty made by any Shareholder shall have been incorrect\nwhen made, and such breach, failure or misrepresentation is not cured within 20\ndays after notice thereof; and\n\n                                      27\n\n \n           (e) By any Shareholder, if Buyer shall have breached, or failed to\ncomply with any of its obligations under this Agreement or any representation or\nwarranty made by it shall have been incorrect when made, and such breach,\nfailure or misrepresentation is not cured within 20 days after notice thereof,\nand in either case, any such breaches, failures or misrepresentations,\nindividually or in the aggregate, results or would reasonably be expected to\naffect materially and adversely the benefits to be received by the Shareholders\nhereunder.\n\n     11.2  Effect of Termination.  If this Agreement is terminated pursuant to\n           ---------------------                                              \nSection 11.1, the agreements contained in Section 7.5 shall survive the\ntermination hereof and any party may pursue any legal or equitable remedies that\nmay be available if such termination is based on a breach of another party.\n\n 12. General Matters.\n     --------------- \n\n     12.1  Arbitration.\n           ----------- \n\n           (a) All disputes concerning this Agreement shall be decided by\narbitration in accordance with the commercial rules and regulations of the\nAmerican Arbitration Association (except to the extent such rules and\nregulations are inconsistent with the provisions of this Section).\n\n           (b) If the parties agree on one arbitrator, the arbitration shall be\nconducted by such arbitrator.  If the parties do not so agree, the parties shall\neach select one independent, qualified arbitrator.  For this purpose, all\nparties whose interest in the matter being arbitrated are substantially\nidentical shall be treated as a single party entitled to select on arbitrator.\nIf an even number of arbitrators is selected, such arbitrators shall select an\nadditional arbitrator.\n\n           (c) Each party reserves the right to object to any individual\narbitrator who is employed by or affiliated with an organization that competes\nwith such party.\n\n           (d) The parties shall have the right to conduct discovery as\nspecified for up to three months. Such discovery shall include the right to take\ndepositions and subpoena witnesses.\n\n           (e) At the request of any party, arbitration proceedings shall be\nconducted in the utmost secrecy.  In such case, all documents, testimony, and\nrecords shall be received, heard and maintained by the arbitrators in secrecy\nunder seal, available for the inspection only of the parties and their\nrespective attorneys and experts who have agreed in advance in writing to\nreceive and maintain all such information in confidence until such information\nbecomes generally known.\n\n           (f) The arbitrators shall act by majority vote. The arbitrators shall\nissue a written opinion of their findings of fact and their conclusions of law\nat the request and at the expense of either party.\n\n                                      28\n\n \n           (g) The arbitrators shall be able to decree any and all relief of an\nequitable nature, including without limitation such relief as a temporary\nrestraining order and a preliminary or permanent injunction, and shall also be\nable to award damages, with or without an accounting, and costs, except that the\nprevailing party shall be entitled to its reasonable attorneys fees.  The decree\nor judgment of an award rendered by the arbitrators shall be binding upon the\nparties and may be entered in any court having jurisdiction thereof.\n\n           (h) Reasonable notice of the time and place of arbitration shall be\ngiven to all persons as required by law.  Such persons and their authorized\nrepresentatives shall have the right to attend or participate in all the\narbitration hearings in such manner as the law requires.\n\n     12.2  Contents of Agreement.  This Agreement, together with the other\n           ---------------------                                          \nTransaction Documents, sets forth the entire understanding of the parties with\nrespect to the Transactions and supersedes all prior agreements or\nunderstandings among the parties regarding those matters.\n\n     12.3  Amendment, Parties in Interest, Assignment, Etc.  This Agreement may\n           -----------------------------------------------                     \nbe amended, modified or supplemented only by a written instrument duly executed\nby each of the parties hereto.  If any provision of this Agreement shall for any\nreason be held to be invalid, illegal, or unenforceable in any respect, such\ninvalidity, illegality, or unenforceability shall not affect any other provision\nhereof, and this Agreement shall be construed as if such invalid, illegal or\nunenforceable provision had never been contained herein.  This Agreement shall\nbe binding upon and inure to the benefit of and be enforceable by the respective\nheirs, legal representatives, successors and permitted assigns of the parties.\nNothing in this Agreement shall confer any rights upon any Person other than\nShareholders and Buyer and their respective heirs, legal representatives,\nsuccessors and permitted assigns.  No party hereto shall assign this Agreement\nor any right, benefit or obligation hereunder.  Any term or provision of this\nAgreement may be waived at any time by the party entitled to the benefit thereof\nby a written instrument duly executed by such party.\n\n     12.4  Further Assurances.  At and after the Closing, Shareholders and Buyer\n           ------------------                                                   \nshall execute and deliver any and all documents and take any and all other\nactions that may be deemed reasonably necessary by their respective counsel to\ncomplete the Transactions.\n\n     12.5  Interpretation. Unless the context of this Agreement clearly requires\n           --------------       \notherwise, (a) references to the plural include the singular, the singular the\nplural, the part the whole, (b) references to any gender include all genders,\n(c) \"or\" has the inclusive meaning frequently identified with the phrase\n\"and\/or,\" (d) \"including\" has the inclusive meaning frequently identified with\nthe phrase \"but not limited to\" and (e) references to \"hereunder\" or \"herein\"\nrelate to this Agreement.  The section and other headings contained in this\nAgreement are for reference purposes only and shall not control or affect the\nconstruction of this Agreement or the interpretation thereof in any respect.\nSection, subsection, Schedule and Exhibit references are to this Agreement\nunless otherwise specified.  Each accounting term used herein that is not\nspecifically defined herein shall have the meaning given to it under GAAP.  Any\nreference to a \n\n                                      29\n\n \nparty's being satisfied with any particular item or to a party's determination\nof a particular item presumes that such standard will not be achieved unless\nsuch party shall be satisfied or shall have made such determination in its sole\nor complete discretion.\n\n     12.6  Counterparts.  This Agreement may be executed in two or more\n           ------------                                                \ncounterparts, each of which shall be binding as of the date first written above,\nand all of which shall constitute one and the same instrument.  Each such copy\nshall be deemed an original.\n\n     12.7  Schedules. Any items listed or described on SCHEDULES shall be listed\n           ---------\nor described under a caption that identifies the Sections of this Agreement to\nwhich the item relates.\n\n13.  Remedies.\n     -------- \n\n     The indemnification rights under Section 10 are independent of and in\naddition to such rights and remedies as the parties may have at law or in equity\nor otherwise (subject to Section 12 hereof) for any misrepresentation, breach of\nwarranty or failure to fulfill any agreement or covenant hereunder on the part\nof any party hereto, including the right to seek specific performance,\nrescission or restitution, none of which rights or remedies shall be affected or\ndiminished by Section 10.  Buyer acknowledges that Section 10 shall be the\nexclusive remedy of the Buyer for any breach of the representations and\nwarranties in Section 3 above with respect to such individuals, except for any\nwillful misrepresentation, willful breach of warranty or willful failure to\nfulfill any agreement or covenant.\n\n14.  Notices.\n     ------- \n\n     All notices that are required or permitted hereunder shall be in writing\nand shall be sufficient if personally delivered or sent by mail, facsimile\nmessage or Federal Express or other delivery service.  Any notices shall be\ndeemed given upon the earlier of the date when received at, or the third day\nafter the date when sent by registered or certified mail or the day after the\ndate when sent by Federal Express to, the address or fax number set forth below,\nunless such address or fax number is changed by notice to the other Party\nhereto:\n\n     If to Shareholders:\n\n          Boulder Interactive Technology Services Co.\n          2955 Baseline Road\n          Boulder, CO 80303\n          Attention: George Jankovic\n          Fax: 303-415-9238\n\n                                      30\n\n \n     with a required copy to:\n\n          Brobeck, Phleger &amp; Harrison LLP\n          1125 Seventeenth Street, Suite 2525\n          Denver, Colorado  80202\n          Attention:  John E. Hayes, III, Esquire\n          Fax:  303-299-8819\n \n     If to Buyer:\n\n          VerticalNet, Inc.\n          2 Walnut Grove Drive, Suite 150\n          Horsham, PA  19044\n          Attn:  Gene S. Godick\n          FAX: 215-443-3336\n\n     with a required copy to:\n\n          Morgan, Lewis &amp; Bockius LLP\n          2000 One Logan Square\n          Philadelphia, PA  19103-6993\n          Attn:   Stephen M. Goodman\n          FAX: 215-963-5299\n\n15.  Governing Law.\n     ------------- \n\n     This Agreement shall be construed and interpreted in accordance with the\nlaws of the Commonwealth of Pennsylvania without regard to its provisions\nconcerning conflict of laws.\n\n                                      31\n\n \n     IN WITNESS WHEREOF, this Share Purchase Agreement has been executed by the\nparties hereto as of the day and year first written above.\n\n\n\/s\/ George Jankovic                          VERTICALNET, INC. \n-------------------------------                                \nGEORGE JANKOVIC \n                                             By:  \/s\/ Gene S. Godick\n                                                -----------------------------\n                                             Title: Chief Financial Officer\n\n\/s\/ Stephen Chang                           \n-------------------------------       \nSTEPHEN CHANG\n\n\n\/s\/ Cecilia Chang\n-------------------------------       \nCECILIA CHANG\n\n\n\/s\/ David Chang\n-------------------------------       \nDAVID CHANG\n\n\n\/s\/ Richard Hall\n-------------------------------       \nRICHARD HALL\n\n\n\/s\/ Paul Schroeder\n-------------------------------       \nPAUL SCHROEDER\n\n\n\/s\/ Doris Wu\n-------------------------------       \nDORIS WU\n\n\n\/s\/ Bradley Feld\n-------------------------------       \nBRADLEY FELD\n\n\n\/s\/ William Payne\n-------------------------------       \nWILLIAM PAYNE\n\n                                      32 \n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9250],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43616","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-verticalnet-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43616","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=43616"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43616"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43616"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43616"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}