Plan Of Merger


    AGREEMENT
      AND PLAN OF MERGER

     

    Among

     

    


     

    TENTHGATE
      INCORPORATED

    a
      Delaware Corporation,

     

    TENTHGATE
      INTERNATIONAL, INC.,

    a
      Delaware Corporation,

    


    and
      

    TENTHGATE
      MERGER SUB, INC.

    a
      Utah Corporation,

    


    


     

    Dated
      as of 

     

    March
      12, 2007

     

    Effective
      March 22, 2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      AGREEMENT AND PLAN OF MERGER (this
      “Agreement”), is entered as of March 12, 2007 by and among TENTHGATE
      INCORPORATED,
      a
      Delaware corporation (“TenthGate”), TENTHGATE
      INTERNATIONAL, INC.,
      a
      Delaware corporation (“TenthGate Int.”), and TENTHGATE
      MERGER SUB, INC.,
      a Utah
      corporation and a direct wholly-owned subsidiary of TenthGate Int. (“Merger
      Sub").

     

    RECITALS

     

    
      	1.  	
              The
                Boards of Directors of TenthGate and TenthGate Int. deem it advisable
                and
                in the best interests of each corporation and its respective shareholders
                for TenthGate Int. to acquire TenthGate, which acquisition will be
                effected through the merger of TenthGate with and into Merger Sub
                (the
                “Merger”) pursuant to, and upon the terms and subject to the conditions
                set forth in, this Agreement.

            


    

     

    
      	2.  	
              TenthGate
                Int. has caused Merger Sub to be organized as its wholly-owned subsidiary
                for the purpose of effectuating the Merger contemplated herein and
                carry
                on TenthGate's business after the Merger.


            


    

     

    
      	3.  	
              For
                federal income tax purposes, it is intended that the Merger shall
                qualify
                as a reorganization with the meaning of Section 368(a) of the Internal
                Revenue Code of 1986, as amended (the “Code”), and the regulations
                promulgated thereunder.

            


    

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the respective representations, warranties,
      covenants and agreements set forth in this Agreement and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      expressly acknowledged, the parties, intending to be legally bound hereby,
      agree
      as follows:

     

    ARTICLE
      I.  

    THE
      MERGER; CERTAIN RELATED MATTERS

     

    SECTION
      1.1:  The
      Merger. Upon
      the
      terms and subject to the conditions set forth in this Agreement, and in
      accordance with the applicable provisions of the Delaware Corporation Law
      (“Delaware Law”), Merger Sub shall be merged with and into TenthGate and the
      separate existence of Merger Sub shall thereupon cease. TenthGate shall be
      the
      surviving corporation in the Merger, shall continue its corporate existence
      under the laws of the State of Delaware, and shall succeed, without other
      transfer, to all the rights and property of Merger Sub and shall be subject
      to
      all the debts and liabilities of Merger Sub in the same manner as if Merger
      Sub
      itself had incurred them. 

     

    SECTION
      1.2:  Closing.
      Upon the
      terms and subject to the conditions set forth in this Agreement, the closing
      of
      the Merger (the “Closing”) shall be held at the place and time as agreed upon by
      the parties (as defined in Section 7.11) after all conditions precedent to
      the
      Closing shall have been satisfied, or waived, or at such other time and place
      as
      the parties hereto shall mutually agree (the actual date of the Closing being
      referred to herein as the “Closing Date”). The parties hereto hereby agree to
      deliver at the Closing such documents, certificates of officers and such other
      instruments as are specified in Article V and as reasonably may be required
      to
      effect the Merger. All events which shall occur at the Closing shall be deemed
      to occur simultaneously.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      1.3:  Effective
      Time & Date.
      As soon
      as practicable following the satisfaction or waiver of the conditions specified
      in Article V, and provided that this Agreement has not been terminated or
      abandoned pursuant to Article VI, the parties shall file this Agreement with
      the
      Secretary of State of the State of Delaware, all applicable tax clearance
      certificates with respect to TenthGate with the Secretary of State of the State
      of Delaware as may be required by Delaware Law, and all other filings or
      recordings required under Delaware Law. Subject to and in accordance with
      Delaware Law, the Merger will become effective at the date and time this
      Agreement is filed with the Secretary of State of the State of Delaware or
      such
      later time or date as may be specified in this Agreement (the “Effective Time”).
      Each of the parties will use its best efforts to cause the Merger to be
      consummated as soon as practicable following the fulfillment or waiver of the
      conditions specified in Article V., but not sooner than 10 days from the closing
      date to allow notification of shareholders as required under Delaware
      Law.

     

    SECTION
      1.4:  Effects
      of the Merger.
      At and
      after the Effective Time, the Merger will have the effects set forth in Delaware
      Law.

     

    SECTION
      1.5:  Charter
      and Bylaws; Officers and Directors.

     

    (a)  Charter.
      The
      certificate of incorporation of TenthGate, as in effect immediately prior to
      the
      Effective Time, shall be the certificate of incorporation of the surviving
      corporation after the Effective Time. 

     

    (b)  Bylaws.
      The
      Bylaws of TenthGate, as in effect immediately prior to the Effective Time,
      shall
      be the Bylaws of the surviving corporation after the Effective
      Time.

     

    (c)  Officers.
      The
      officers of TenthGate immediately prior to the Effective Time shall be the
      officers of the surviving corporation after the Effective Time.

     

    (d)  Directors.
      The
      directors of TenthGate immediately prior to the Effective Time shall be the
      directors of the surviving corporation after the Effective Time. 

     

    SECTION
      1.6:  Effects
      on TenthGate Stock.
      As of
      the Effective Time, by virtue of the Merger and without any action on the part
      of any holder of any share of Common Stock, $0.001 par value per share, of
      TenthGate (the “TenthGate Stock”):

     

    (a)  Cancellation
      of Treasury Stock.
      All
      shares of TenthGate Stock issued and owned by TenthGate, if any, at the
      Effective Time shall, by virtue of the Merger, cease to be outstanding and
      shall
      be canceled and retired, and no consideration shall be delivered in exchange
      therefore. 

     

    (b)  Conversion
      of TenthGate Stock.
      Subject
      to Section 2.3, each issued and outstanding share of TenthGate Stock, other
      than
      shares to be canceled in accordance with Section 1.6(a) and Dissenting Shares
      (as defined in Section 1.9), if any, shall be converted into the right to
      receive fully paid and nonassessable shares of Common Stock, par value $.001
      per
      share, of TenthGate Int. (the “TenthGate Int. Stock”) as follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Each
                Share of 

              TenthGate
                Stock

            	
              Number
                of Shares of TenthGate Int. Stock 

              Into
                Which Converted

            
	
               

              One
                (1)

            	
               

              One
                (1) (as the same may be adjusted according to Section 1.10, the “Exchange
                Ratio”) of TenthGate Int. Stock

            


    

    


     

    The
      shares of TenthGate Int. Stock into which shares of TenthGate Stock are
      converted pursuant to the foregoing are referred to herein collectively as
      the
“Merger Consideration.”

     

    As
      a
      result of the Merger and without any action on the part of the holders thereof,
      at the Effective Time, all shares of TenthGate Stock shall cease to be
      outstanding and shall be canceled and retired and shall cease to exist, and
      each
      holder of a certificate which immediately prior to the Effective Time
      represented any such share of TenthGate Stock (such certificate or other
      evidence of ownership, a “Certificate”) shall thereafter cease to have any
      rights with respect to such shares of TenthGate Stock, except the right (subject
      to Section 1.6(a) and Section 1.9) to receive the applicable Merger
      Consideration with respect thereto and any dividends or other distributions
      to
      which holders of TenthGate Stock become entitled all in accordance with this
      Article I upon the surrender of such Certificate.

     

    (c)  Issuance
      of Shares of TenthGate.
      TenthGate will issue TenthGate Int. One Hundred (100) shares of TenthGate common
      stock. Whereupon, TenthGate will become a wholly-owned subsidiary of TenthGate
      Int. at Closing.

     

    SECTION
      1.7:  Restrictions
      on Transfer. The
      shares of TenthGate Int. Stock issuable pursuant to this Agreement are subject
      to restrictions and limitations on transfer and shall not be transferred unless
      permitted by law and in accordance with the provisions of this Section 1.7,
      as
      follows: 

     

     

    (a)  Merger
      Consideration.
      All of
      the Merger Consideration will be subject to a restriction on transfer for a
      period of 180 days after the Effective Time.

     

    (b)  Limitations
      on Transfer.
      In
      addition to any other limitation on transfer created by applicable securities
      laws, each recipient of TenthGate Int. Stock agrees that such recipient (which
      term shall include any permitted transferee or assignee) shall not assign,
      encumber or dispose of any interest in the shares of TenthGate Int. Stock except
      in compliance with applicable securities laws.

     

    (c)  Legends.
      The
      certificate(s) representing the shares of TenthGate Int. Stock issuable pursuant
      to this Agreement shall bear the following or similar legends (as well as any
      legends required by applicable laws):

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
      SECURITIES LAWS, OR OTHER APPLICABLE LAWS, AND MAY NOT BE OFFERED, SOLD,
      TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER
      APPLICABLE STATE SECURITIES LAWS OR OTHER APPLICABLE LAWS OR AN OPINION OF
      COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION
      IS
      AVAILABLE.

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE
      WITH THE TERMS OF THE MERGER AGREEMENT PURSUANT TO WHICH SUCH SECURITIES WERE
      ISSUED AND THAT IS ON FILE WITH THE SECRETARY OF THE COMPANY. 

     

    SECTION
      1.8:  Certain
      Adjustments.
      If,
      between the date of this Agreement and the Effective Time, the outstanding
      shares of TenthGate Int. Stock shall have been increased, decreased, changed
      into or exchanged for a different number of shares or different class, in each
      case, by reason of any reclassification, recapitalization, stock split,
      split-up, combination or exchange of shares or a stock dividend or dividend
      payable in any other securities shall be declared with a record date within
      such
      period, or any similar event shall have occurred, the applicable Merger
      Consideration shall be appropriately adjusted to provide to the holder of
      TenthGate Stock the same economic effect as contemplated by this Agreement
      prior
      to such event.

     

    SECTION
      1.9:  Dissenting
      Shares.
      Notwithstanding anything in this Agreement to the contrary, shares of TenthGate
      Stock which are issued and outstanding immediately prior to the Effective Time
      and which are held by holders of such shares of TenthGate Stock who have
      properly exercised appraisal rights with respect thereto in accordance with
      Section 1300 et seq. of the Delaware Law (the "Dissenting Shares") shall not
      be
      converted into or be exchangeable for the right to receive the Merger
      Consideration, and holders of such shares of TenthGate Stock shall be entitled
      to receive payment of the appraised value of such shares of TenthGate Stock
      in
      accordance with the provisions of such provisions of the Delaware Law unless
      and
      until such holders fail to perfect or shall have effectively withdrawn or lost
      their rights to appraisal and payment under the Delaware Law. If, after the
      Effective Time, any such holder fails to perfect or shall have effectively
      withdrawn or lost such right, such shares of TenthGate Stock shall thereupon
      be
      treated as if they had been converted into and to have become exchangeable
      for,
      at the Effective Time, the right to receive the Merger Consideration to which
      the holder of such shares of TenthGate Stock is entitled, without any interest
      or dividends thereon. 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II.  

    EXCHANGE
      OF CERTIFICATES

     

    SECTION
      2.1:  Exchange
      of Stock Certificates. 

     

    (a)  At
      any
      time on or after the Effective Time, holders of Certificates will be entitled,
      upon surrender of such certificates to TenthGate Int. or its transfer agent,
      to
      receive in exchange therefor one or more new stock certificates evidencing
      ownership of the number of TenthGate Int. Stock into which such TenthGate Stock
      represented thereby shall have been converted in the Merger. If any certificate
      representing shares of TenthGate Int. Stock is to be issued in a name other
      than
      that in which the certificate surrendered in exchange therefor is registered,
      it
      shall be a condition of the issuance thereof that the certificate so surrendered
      shall be properly endorsed and otherwise in proper form for transfer, and that
      the issuance is in compliance with all applicable securities laws.

     

    (b)  From
      and
      after the Effective Time, TenthGate Int. shall be entitled to treat the
      Certificates which prior to the Effective Time represented shares of TenthGate
      Stock and which have not yet been surrendered for exchange as evidencing the
      ownership of the number of full shares of TenthGate Int. Stock into which the
      shares of TenthGate Stock represented thereby shall have been converted pursuant
      to Section 1.6, notwithstanding the failure to surrender such certificates.
      

     

    SECTION
      2.2:  Distributions
      with Respect to Unexchanged Shares.
      No
      dividends or other distributions with a record date after the Effective Time
      shall be paid to the holder of any unsurrendered Certificate with respect to
      the
      shares of TenthGate Int. Stock that such holder would be entitled to receive
      upon surrender of such Certificate until such holder shall surrender such
      Certificate in accordance with Section 2.1. Following surrender of any such
      Certificate, there shall be paid to the record holder thereof without interest,
      (a) the amount of dividends or other distributions with a record date after
      the
      Effective Time theretofore paid with respect to such whole shares of TenthGate
      Int. Stock, and (b) at the appropriate payment date, the amount of dividends
      or
      other distributions with a record date after the Effective Time and a payment
      date subsequent to such surrender payable with respect to such shares of
      TenthGate Int. Stock. 

     

    SECTION
      2.3:  No
      Fractional Shares of TenthGate Int. Stock. 

     

    (a)  No
      certificates or scrip for fractional shares of TenthGate Int. Stock shall be
      issued upon the surrender for exchange of Certificates pursuant to this Article
      II in the Merger and such fractional share interest will not entitle the owner
      thereof to vote or to have any rights of a stockholder of TenthGate Int. or
      a
      holder of shares of TenthGate Int. Stock. 

     

    (b)  Notwithstanding
      any other provision to this Agreement, any fraction of a share of TenthGate
      Int.
      Stock to which a holder of shares of TenthGate Stock shall be entitled to
      receive in exchange pursuant to the Merger (determined after taking into account
      all Certificates delivered by such holder) shall be rounded to the nearest
      whole
      number.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.4:  Lost
      Certificates.
      If any
      Certificate shall have been lost, stolen or destroyed, upon the making of an
      affidavit of that fact by the Person claiming such Certificate to be lost,
      stolen or destroyed and, if required by TenthGate Int., the posting by such
      Person of a bond in such reasonable amount as TenthGate Int. may direct as
      indemnity against any claim that may be made against it with respect to such
      Certificate, TenthGate Int. or its transfer agent will deliver in exchange
      for
      such lost, stolen or destroyed Certificate the applicable Merger Consideration
      with respect to the share of TenthGate Stock formerly represented thereby and
      unpaid dividends and distributions on shares of TenthGate Int. Stock deliverable
      in respect thereof, pursuant to this Agreement.

     

    SECTION
      2.5:  Further
      Assurances.
      At and
      after the Effective Time, the officers and directors of TenthGate Int. will
      be
      authorized to execute and deliver, in the name and on behalf of TenthGate,
      any
      deeds, bills of sale, assignments or assurances and to take and do, in the
      name
      and on behalf of TenthGate, any other actions and things to vest, perfect or
      confirm of record or otherwise in TenthGate Int. any and all right, title and
      interest in, to and under any of the rights, properties or assets acquired
      or to
      be acquired by TenthGate Int. as a result of, or in connection with, the
      Merger.

     

    SECTION
      2.6:  Closing
      of Transfer Books.
      The
      stock transfer books of TenthGate shall be closed immediately upon the Effective
      Time and there shall be no further registration of transfers of shares of
      TenthGate thereafter on the records of TenthGate. 

     

    ARTICLE
      III.  

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      3.1:  Representations
      and Warranties of TenthGate.
      TenthGate represents and warrants to TenthGate Int. as follows: 

     

    (a)  Organization,
      Standing and Power; Subsidiaries. 

     

    (i)  TenthGate
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware, has and authority to own, lease and operate
      its
      properties and to carry on its business as now being conducted, and is duly
      qualified and in good standing to do business in each jurisdiction in which
      the
      nature of its business or the ownership or leasing of its properties makes
      such
      qualification necessary other than in such jurisdictions where the failure
      to so
      qualify or to be in good standing would not reasonably be expected to have
      a
      material adverse effect on the business, financial condition or results of
      operations of TenthGate, taken as a whole.

     

    (ii)  The
      copies of the certificate of incorporation and bylaws of TenthGate which were
      previously furnished or made available to TenthGate Int. are true, complete
      and
      correct copies of such documents as in effect on the date of this
      Agreement.

     

    (b)  Capital
      Structure.
      As of
      the date of this Agreement, the only authorized capital stock of TenthGate
      consists of 150,000,000_ common shares of TenthGate Stock, of which 52,450,200
      shares are outstanding and 50,000,000 preferred shares of TenthGate Stock of
      which 0 shares are outstanding. As of the date of this Agreement, there are
      no
      outstanding options, warrants, commitments, agreements or any other rights
      of
      any character entitling any person to acquire any of the capital stock or other
      interest in TenthGate except for the 4 Convertible Notes Holders (“NOTES”) as
      previously provided to TenthGate Int. in due diligence disclosures.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Authority;
      No Conflicts. 

     

    (i)  TenthGate
      has all requisite corporate power and authority to execute and deliver this
      Agreement and to consummate the transactions contemplated hereby, subject to
      the
      approval of this Agreement by the affirmative vote of the holders of a majority
      of the outstanding shares of TenthGate Stock. The execution and delivery of
      this
      Agreement and the consummation of the transactions contemplated hereby have
      been
      duly authorized by all necessary corporate action on the part of TenthGate
      and
      no other corporate proceedings on the part of TenthGate are necessary to
      authorize the execution and delivery of this Agreement or to consummate the
      Merger and the other transactions contemplated hereby, subject to the approval
      of this Agreement by the affirmative vote of the holders of a majority of the
      outstanding shares of TenthGate Stock. This Agreement has been duly executed
      and
      delivered by TenthGate and constitutes a valid and binding agreement of
      TenthGate, enforceable against TenthGate in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws relating to or affecting creditors
      generally or by general equitable principles (regardless of whether such
      enforceability is considered in a proceeding in equity or at law).

     

    (ii)  Neither
      the execution, delivery and performance by TenthGate of this Agreement nor
      the
      consummation of the transactions contemplated hereby (1) violates any provision
      of the articles of incorporation or bylaws of TenthGate; (2) violates, conflicts
      with or results in a breach or default under (after the giving of notice or
      the
      passage of time or both), permits the termination of, or relieves the other
      party of its obligations under, any agreement or instrument to which TenthGate
      is a party or by which it or any of its properties or assets may be bound,
      or
      results in the creation of any mortgage, lien, security interest, charge or
      other encumbrance of any kind upon any of its properties or assets; or (3)
      violates any laws, regulations or orders of any applicable jurisdiction which
      are binding on TenthGate.

     

    (iii)  No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any governmental agency or authority is required by TenthGate
      in
      connection with the execution and delivery of this Agreement or the consummation
      of the Merger and the other transactions contemplated hereby, except for those
      required under (A) Delaware Law, and (B) any applicable state securities or
      “blue sky” laws. 

     

    (d)  Litigation.
      There
      are no actions, suits, claims, judgments or proceedings pending or, to the
      knowledge of TenthGate, threatened, against or affecting TenthGate which,
      individually or in the aggregate, would reasonably be expected to have a
      material adverse effect on the business, financial condition or results of
      operations of TenthGate.

     

    (e)   Brokers
      or Finder.
      No
      agent, broker, investment banker, or other firm or Person is or will be entitled
      to any broker’s or finder’s fee or any other similar commission in connection
      with any of the transactions contemplated by this Agreement. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)  Disclosure.
      Neither
      this Agreement, the Schedules hereto, nor any audited or unaudited financial
      statements, documents or certificates furnished or to be furnished to TenthGate
      Int. by or on behalf of TenthGate pursuant to this Agreement or in connection
      with the transactions contemplated hereby contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material fact
      necessary in order to make the statements contained herein or therein not
      misleading.

     

    (g)  Accredited
      Shareholders. All
      Shareholders of TenthGate are "accredited persons" as this term is defined
      under
      Rule 501 of Regulation D of the Securities Act of 1933, as amended.

     

    SECTION
      3.2:  Representations
      and Warranties of TenthGate Int..
      TenthGate Int. represents and warrants to TenthGate as follows: 

     

    (a)  Organization,
      Standing and Power; Subsidiaries. 

     

    (i)  TenthGate
      Int. is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware, has and authority to own, lease and
      operate its properties and to carry on its business as now being conducted,
      and
      is duly qualified and in good standing to do business in the State of Delaware
      and in each other jurisdiction in which the nature of its business or the
      ownership or leasing of its properties makes such qualification necessary other
      than in such jurisdictions where the failure to so qualify or to be in good
      standing would not reasonably be expected to have a material adverse effect
      on
      the business, financial condition or results of operations of TenthGate Int.
      and
      its Subsidiar(ies), taken as a whole. Merger Sub is a corporation duly
      organized, validly existing and in good standing under the laws of the State
      of
      Utah, and has and authority to own, lease and operate its properties and to
      carry on its business as now being conducted.

     

    (ii)  TenthGate
      Int. does not have any Subsidiaries and does not directly or indirectly own
      any
      interest or investment in any other Person, except for Merger Sub.

     

    (iii)  The
      copies of the certificate or articles of incorporation and bylaws of TenthGate
      Int. and Merger Sub which were previously furnished or made available to
      TenthGate are true, complete and correct copies of such documents as in effect
      on the date of this Agreement.

     

    (b)  Capital
      Structure.
      As of
      the date of this Agreement, the only authorized capital stock of TenthGate
      Int.
      consists of 200,000,000 common shares of TenthGate Int. Stock, of which
      22,500,000 shares are outstanding and 10,000,000 shares of preferred stock
      of
      which 0 shares are outstanding. As of the date of this Agreement, there are
      no
      outstanding options, warrants, commitments, agreements or any other rights
      of
      any character entitling any person to acquire any of the capital stock or other
      interest in TenthGate Int. As of the date of this Agreement, the authorized
      capital stock of Merger Sub consists of 1,000,000 shares of common stock, $.001
      par value per share, of which, 100 shares of common stock have been issued
      to
      TenthGate Int. at a price of $.001 per share.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Authority;
      No Conflicts. 

     

    (i)  Each
      of
      TenthGate Int. and Merger Sub has all requisite corporate power and authority
      to
      execute and deliver this Agreement and to consummate the transactions
      contemplated hereby. The execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby have been duly authorized
      by all necessary corporate action on the part of each of TenthGate Int. and
      Merger Sub and no other corporate proceedings on the part of TenthGate Int.
      or
      Merger Sub are necessary to authorize the execution and delivery of this
      Agreement or to consummate the Merger and the other transactions contemplated
      hereby. This Agreement has been duly executed and delivered by each of TenthGate
      Int. and Merger Sub and constitutes a valid and binding agreement of each of
      TenthGate Int. and Merger Sub, enforceable against them in accordance with
      its
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium and similar laws relating to or affecting
      creditors generally or by general equitable principles (regardless of whether
      such enforceability is considered in a proceeding in equity or at
      law).

     

    (ii)  Neither
      the execution, delivery and performance by TenthGate Int. or Merger Sub of
      this
      Agreement nor the consummation of the transactions contemplated hereby (1)
      violates any provision of the articles of incorporation or bylaws of TenthGate
      Int. or Merger Sub; (2) violates, conflicts with or results in a breach or
      default under (after the giving of notice or the passage of time or both),
      permits the termination of, or relieves the other party of its obligations
      under, any agreement or instrument to which TenthGate Int. or Merger Sub is
      a
      party or by which it or any of its properties or assets may be bound, or results
      in the creation of any mortgage, lien, security interest, charge or other
      encumbrance of any kind upon any of its properties or assets; or (3) violates
      any laws, regulations or orders of any applicable jurisdiction which are binding
      on TenthGate Int. or Merger Sub.

     

    (iii)  No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any governmental agency or authority is required by TenthGate
      Int.
      or Merger Sub in connection with the execution and delivery of this Agreement
      or
      the consummation of the Merger and the other transactions contemplated hereby,
      except for those required under (A) Delaware Law, and (B) any applicable state
      securities or “blue sky” laws. 

     

    (d)  Litigation.
      There
      are no actions, suits, claims, judgments or proceedings pending or, to the
      knowledge of TenthGate Int., threatened, against or affecting TenthGate Int.
      or
      Merger Sub which, individually or in the aggregate, would reasonably be expected
      to have a material adverse effect on the business, financial condition or
      results of operations of TenthGate Int. and its Subsidiaries, taken as a whole.
      There are no debts, obligations, claims or taxing authority liabilities that
      will survive the merger transaction. If such are ever deemed to exist anytime
      post merger, they will remain as the sole responsibility and liability of the
      previous, pre-merger officers and directors of TenthGate Int.

     

    (e)   Brokers
      or Finder.
      No
      agent, broker, investment banker, or other firm or Person is or will be entitled
      to any broker’s or finder’s fee or any other similar commission in connection
      with any of the transactions contemplated by this Agreement. 

     

    (f)  Disclosure.
      Neither
      this Agreement, the Schedules hereto, nor any audited or unaudited financial
      statements, documents or certificates furnished or to be furnished to TenthGate
      by or on behalf of TenthGate Int. or Merger Sub pursuant to this Agreement
      or in
      connection with the transactions contemplated hereby contains or will contain
      any untrue statement of a material fact or omits or will omit to state a
      material fact necessary in order to make the statements contained herein or
      therein not misleading.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  Securities
      Compliance; Blue Sky.
      The
      TenthGate Int. Common Stock to be issued pursuant to Section 1.6 hereof will
      be
      issued in a transaction exempt from registration under the Securities Act,
      by
      reason of Section 4(2) thereof. TenthGate Int. shall take such action as
      TenthGate Int. shall reasonably determine to be necessary in order to obtain
      an
      exemption for or to qualify its Common Stock, if any, to be issued in connection
      with the Merger under applicable securities or “Blue Sky” laws of the states of
      the United States; provided, however, that TenthGate Int. shall not for any
      such
      purpose be required to qualify to transact business as a foreign corporation
      in
      any jurisdiction where it is not so qualified or to consent to general service
      of process in any such jurisdiction. 

     

    ARTICLE
      IV.  

    COVENANTS
      AND AGREEMENTS 

     

    SECTION
      4.1:  Conduct
      of Business. During
      the period from the date of this Agreement and continuing until the Effective
      Time, each of TenthGate and TenthGate Int. agrees as to itself and its
      Subsidiaries (except as expressly contemplated or permitted by this Agreement,
      or to the extent the other party shall otherwise consent in
      writing):

     

    (a)  To
      carry
      on their respective businesses in the usual, regular and ordinary course in
      all
      material respects, in substantially the same manner as heretofore conducted,
      to
      preserve intact their present business organization and structure, to keep
      available the services of their present officers, agents and full-time
      employees, to use best efforts to preserve and maintain their assets and the
      goodwill of their respective businesses and to use best efforts to preserve
      their relationships with customers, clients, independent contractors, employees
      and other persons having business dealings with it or material to the operation
      of their respective businesses; 

     

    (b)  Not
      to
      declare, set aside, distribute or pay any dividend or other distributions in
      respect of its capital stock, or split, combine or reclassify any of its capital
      stock, or authorize for issuance, issue, sell, deliver or agree or commit to
      issue, sell or deliver (whether through the issuance or granting of options,
      warrants, convertible or exchangeable securities, commitments, subscriptions,
      rights to purchase or otherwise) any shares of capital stock or any other
      securities, or amend any of the terms of any such securities;

     

    (c)  Not
      to
      incur any liability (other than liabilities incurred in the ordinary course
      of
      their respective businesses, consistent with past practice, which are not in
      the
      aggregate material thereto), or pay, discharge or satisfy any material claim
      or
      liability, other than the payment, discharge or satisfaction in the ordinary
      course, of their respective businesses of claims or liabilities incurred in
      the
      ordinary course, consistent with past practice; or

     

    (d)  Not
      to
      sell, transfer convey, assign or otherwise dispose of any assets, except in
      the
      ordinary course, consistent with past practices, or create, incur or assume
      any
      Lien on any Assets.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      4.2:  Access
      to Information.
      Prior to
      the Closing Date, upon reasonable notice, each party shall (and shall cause
      its
      Subsidiaries to) afford to the officers, employees, accountants, counsel,
      financial advisors, agents and other representatives (collectively, the
“Representatives”) of the other party reasonable access during normal business
      hours to its properties, books, contracts, commitments, records, officers and
      employees, and, during such period, such party shall (and shall cause its
      Subsidiaries to) furnish promptly to the other party copies of such information
      concerning it and its business, properties and personnel as such other party
      may
      reasonably request. 

     

    SECTION
      4.3:  Consents,
      Filings and Authorizations; Efforts to Consummate.
      Subject
      to the terms and conditions of this Agreement, as promptly as practicable after
      the date hereof, each party will use its good faith efforts to take, or cause
      to
      be taken, all actions and to do, or cause to be done, all things necessary,
      proper or advisable under this Agreement and applicable laws and regulations
      to
      consummate the Merger and the other transactions contemplated by this Agreement,
      including without limitation, all filings and submissions under applicable
      laws
      as may be required for them to consummate the transactions contemplated hereby
      in accordance with the terms hereof, and such consents of any third party,
      whether private or governmental, required in connection with such party's
      performance of such transactions, shall furnish copies thereof to each other
      party prior to such filing, and shall not make any such filing or submission
      to
      which the other party reasonably objects in writing. All such filings shall
      comply in form and content in all material respects with applicable laws. Each
      party hereto shall cooperate with the other in all of the foregoing.


     

    SECTION
      4.4:  Approval
      of Shareholders.
      TenthGate shall (a) as soon as reasonably practicable for the purpose of voting
      on the adoption and approval of this Agreement and the Merger (the “Proposal”)
      and in accordance with Delaware Law, applicable federal and state securities
      laws and its articles of incorporation and bylaws, either obtain the written
      consent of the holders of a majority of the outstanding shares of TenthGate
      Stock or cause a meeting of its shareholders to be duly called and held, (b)
      recommend to its shareholders approval of the Proposal (except to the extent
      that the board of directors of TenthGate Int. determines, after receiving the
      written advice of counsel, that such act is not permitted by such board of
      directors in the discharge of their fiduciary duties to TenthGate), (c) use
      its
      best efforts to obtain the necessary approval of its shareholders, and (d)
      take
      all action required under Delaware Law with respect to the holders of Dissenting
      Shares. TenthGate Int. will take any action required to be taken under Delaware
      Law, and applicable federal and state securities laws and will also take action
      to secure all necessary exemptions or clearances under Delaware Law and all
      securities laws applicable to (i) the Merger, and (ii) the issuance of TenthGate
      Int. Stock pursuant thereto. 

     

    SECTION
      4.5:  Tax-Free
      Qualification.
      Each
      party hereto shall use its reasonable best efforts not to, and shall use its
      reasonable best efforts not to permit any of its Subsidiaries to, take any
      action that would prevent or impede the Merger from qualifying as a
      reorganization under Section 368 of the Code.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.6:  Confidentiality.
      Each
      party shall hold in strict confidence, and shall use its best efforts to cause
      each of its Representatives to hold in strict confidence, unless compelled
      to
      disclose by judicial or administrative process, or by other requirements of
      law,
      all information concerning the other party which it has obtained prior to,
      on or
      after the date hereof in connection with this Agreement and the transactions
      contemplated hereby, and each party shall not use or disclose to others, or
      permit the use of or disclosure of, any such information so obtained, and will
      not release or disclose such information to any other Person, except its
      Representatives who need to know such information in connection with this
      Agreement and the transactions contemplated hereby. The foregoing provision
      shall not apply to any such information to the extent a party can demonstrate
      (i) was known by it prior to disclosure by the other party, (ii) was rightfully
      obtained by it from a third party who lawfully obtained such information under
      conditions which did not require that such information be held in confidence,
      or
      (iii) was, at the time of disclosure or thereafter becomes, generally available
      to the public through no act or failure on its part. If this Agreement is
      terminated as provided herein, each party hereto shall return to the other
      all
      tangible evidence of all such disclosed information.

     

    SECTION
      4.7:  Public
      Announcements.
      The
      parties will consult with each other before issuing any press release or
      otherwise making any public statement with respect to this Agreement and the
      transactions contemplated hereby, and will not issue any such press release
      or
      make any such public statement without the prior approval of the other party,
      except as may be required by applicable law in which event the other party
      shall
      have the right to review and comment upon (but not approve) any such press
      release or public statement prior to its issuance.

     

    SECTION
      4.8:  Expenses.
      Except
      as otherwise specifically provided in this Agreement, the parties hereto shall
      bear their respective expenses incurred in connection with the preparation,
      execution and performance of this Agreement and the transactions contemplated
      hereby, including without limitation, all fees and expenses of their respective
      counsel, accountants and other representatives.

     

    SECTION
      4.9:  Directors’
      and Officers’ Indemnification and Insurance.
      TenthGate Int. shall (a) indemnify and hold harmless, and provide advancement
      of
      expenses to, all past and present directors, officers, employees, agents and
      advisors of TenthGate and its Subsidiaries (in all their capacities) (i) to
      the
      same extent such persons are indemnified or have the right to advancement of
      expenses as of the date of this Agreement by TenthGate pursuant to TenthGate’s
      certificate of incorporation, bylaws and indemnification agreements, if any,
      in
      existence on the date hereof with any directors, officers, employees, agents
      and
      advisors of TenthGate and its Subsidiaries, and (b) without limitation to clause
      (a), to the fullest extent permitted by law, in each case for acts or omissions
      occurring at or prior to the Effective Time (including for acts or omissions
      occurring in connection with the approval of this Agreement and the consummation
      of the transactions contemplated hereby), (ii) include and cause to be
      maintained in effect in TenthGate Int. (or any successor’s) certificate of
      incorporation and bylaws after the Effective Date, provisions regarding
      elimination of liability of directors, indemnification of officers, directors,
      employees, agents and advisors, and advancement of expenses which are, in the
      aggregate, no less advantageous to the intended beneficiaries than the
      corresponding provisions contained in the current articles of incorporation
      and
      bylaws of TenthGate.,
      

     

    SECTION
      4.10:  Directors
      and Executive Officers of TenthGate Int.
      The
      parties hereto will take all action necessary to cause (a) the Board of
      Directors of TenthGate Int. as of the Effective Time to be comprised of the
      persons listed in Part 4.10(a) of the Disclosure Schedule; and (b) the
      individuals listed in Part 4.10(b) of the Disclosure Schedule to be appointed
      as
      officers of TenthGate Int. as of the Effective Time.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V.  

    CONDITIONS
      TO CLOSING

     

    SECTION
      5.1:  Conditions
      to the Obligations Each Party.
      The
      respective obligations of each party to effect the Merger are subject to the
      satisfaction or waiver on or prior to the Closing Date of the following
      conditions:

     

    (a)  No
      Injunction.
      No
      provision of any applicable law and no order, decree, ruling or other action
      of
      any governmental authority shall prohibit the consummation of the transactions
      contemplated by this Agreement.

     

    (b)  No
      Proceeding or Litigation.
      No
      action, suit, claim before any legal, administrative or arbitration proceeding
      instituted by any person shall have been commenced or pending against any of
      the
      parties hereto or any of their respective affiliates, officers or directors
      which seeks to restrain, prevent, change or delay in any material respect the
      Merger or seeks to challenge any of the material terms or provisions of this
      Agreement or seeks material damages in connection with any of such
      transactions.

     

    (c)  Government
      Consents.
      All
      consents, approvals, authorizations or orders of, or filings with, any
      governmental agency required for the consummation of the transactions
      contemplated hereby shall have been obtained or made.

     

    (d)  Corporate
      Proceedings.
      This
      Agreement shall have been adopted by the requisite affirmative vote of the
      shareholders of TenthGate in accordance with TenthGate’s certificate of
      incorporation and bylaws and Delaware Law. 

     

    SECTION
      5.2:  Additional
      Conditions to Obligations of TenthGate.
      The
      obligation of TenthGate to effect the Merger are subject to the satisfaction,
      or
      waiver by TenthGate Int., on or prior to the Closing Date of the following
      additional conditions:

     

    (a)  Performance.
      TenthGate Int. shall have performed and complied with all agreements,
      obligations and covenants required by this Agreement to be performed or complied
      with by it on or prior to the Closing Date.

     

    (b)  Representations
      and Warranties.
      The
      representations and warranties of TenthGate Int. contained in this Agreement
      shall be true and correct in all material respects as of the date of this
      Agreement and as of the Closing Date as though made on and as of the Closing
      Date.

     

    SECTION
      5.3:  Additional
      Conditions to Obligations of TenthGate Int. The
      obligation of TenthGate Int. to effect the Merger are subject to the
      satisfaction, or waiver, on or prior to the Closing Date of the following
      additional conditions:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (a)  Performance.
      TenthGate shall have performed and complied with all agreements, obligations
      and
      covenants required by this Agreement to be performed or complied with by it
      on
      or prior to the Closing Date.

     

    (b)  Representations
      and Warranties.
      The
      representations and warranties of TenthGate contained in this Agreement shall
      be
      true and correct in all material respects as of the date of this Agreement
      and
      as of the Closing Date as though made on and as of the Closing
      Date.

     

    ARTICLE
      VI.  

     

    TERMINATION

     

    SECTION
      6.1:  Termination.
      This
      Agreement may be terminated and the Merger and other transactions contemplated
      hereby may be abandoned at any time prior to the Effective Time:

     

    (a)  By
      mutual
      written consent of the parties hereto;

     

    (b)  By
      TenthGate, if TenthGate Int. shall have breached or failed to perform any of
      its
      representation, warranties, covenants or other agreements contained in this
      Agreement, such that the conditions set forth in Section 5.1(a) or (b) are
      not
      capable of being satisfied on or before March 30, 2007 (the “Termination
      Date”);

     

    (c)  By
      TenthGate Int., if TenthGate shall have breached or failed to perform any of
      its
      representation, warranties, covenants or other agreements contained in this
      Agreement, such that the conditions set forth in Section 5.1(a) or (b) are
      not
      capable of being satisfied on or before the Termination Date; or

     

    (d)  By
      either
      party hereto, if any governmental entity shall have issued an order, decree
      or
      ruling or other action permanently restraining, enjoining or otherwise
      prohibiting the transactions contemplated by this Agreement, and such order,
      decree, ruling or other action shall have become final and
      nonappealable.

     

    SECTION
      6.2:  Effect
      of Termination; Right to Proceed.
      In the
      event that this Agreement shall be terminated pursuant to this Article VI,
      all
      further obligations of the parties under the Agreement shall terminate without
      further liability of any party hereunder (except with respect to Section 4.6
      (Confidentiality), Section 4.7 (Public Announcements), and Section 4.8
      (Expenses) as provided below). The agreements contained in Sections 4.6, 4.7
      and
      4.8 shall survive the termination hereof. In the event that a condition
      precedent to its obligation is not met, nothing contained herein shall be deemed
      to require any party to terminate this Agreement, rather than to waive such
      condition precedent and proceed with the Merger and the other transactions
      contemplated hereby.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII.  

    GENERAL
      PROVISIONS

     

    SECTION
      7.1:  Non-Survival
      of Representations, Warranties and Agreements. None
      of
      the representations, warranties, covenants and other agreements in this
      Agreement or in any instrument delivered pursuant to this Agreement, including
      any rights arising out of any breach of such representations, warranties,
      covenants, agreements and other provisions, shall survive the Effective Time,
      except for those covenants, agreements and other provisions contained herein
      that by their terms apply or are to be performed in whole or in part after
      the
      Effective Time and this Article VII. 

     

    SECTION
      7.2:  Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed duly given (a) on the date of delivery if delivered personally, or by
      telecopy or telefacsimile, upon confirmation of receipt, (b) on the first
      Business Day following the date of dispatch if delivered by a recognized
      next-day courier service, or (c) on the tenth Business Day following the date
      of
      mailing if delivered by registered or certified mail, return receipt requested,
      postage prepaid. All notices hereunder shall be delivered as set forth below,
      or
      pursuant to such other instructions as may be designated in writing by the
      party
      to receive such notice:

     

    
      	
              If
                to TenthGate to:

            	
              TENTHGATE
                INCORPORATED

              1900
                Campus Commons Drive, Suite 100

              Reston,
                VA 20191

              Attention: Tim
                Novak, Chief Executive Officer

              Fax: 703-766-6501

            
	 	 
	
              with
                a copy to:

            	
              Anslow
                & Jaclin, LLP

              195
                Route 9 South, Suite 204

              Manalapan,
                NJ 07726

              Attention:
                Gregg Jaclin, Esq.

              Fax:
                732-577-1188

            
	
               

            	 
	
              If
                to TenthGate Int. or Merger Sub to:

            	
              TenthGate
                Int., Inc.

              10757
                South River Front Pkwy

              Suite
                125

              South
                Jordan, Utah 84095

              Fax:
                801 816-2599

            
	 	 
	
              with
                a copy to:

            	
              Carley
                Enterprises, Inc.

              2206
                Eastland Drive, #305

              Bloomington,
                IL 61704

            
	 	
              Attention:
                Matthew Carley

            
	 	
              Fax:
                309-665-0824

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SECTION
      7.3:  Entire
      Agreement; No Third Party Beneficiaries. 

     

    (a)  This
      Agreement (including the Schedules and Exhibits hereto) and the other agreements
      and instruments of the parties delivered in connection herewith constitute
      the
      entire agreement and supersede all prior agreements and understandings, both
      written and oral, among the parties with respect to the subject matter hereof.
      

     

    (b)  This
      Agreement shall be binding upon and inure solely to the benefit of each party
      hereto, and nothing in this Agreement, express or implied, is intended to or
      shall confer upon any other Person any right, benefit or remedy of any nature
      whatsoever under or by reason of this Agreement, other than Section 4.9 (which
      is intended to be for the benefit of the Persons covered thereby).

     

    SECTION
      7.4:  Waivers
      and Amendments, Non-Contractual Remedies, Preservation of
      Remedies.
      This
      Agreement may be amended, superseded, canceled, renewed or extended only by
      a
      written instrument signed by the parties hereto. The provisions hereof may
      be
      waived in writing by the parties hereto. No delay on the part of any party
      in
      exercising any right, power or privilege hereunder shall operate as a waiver
      thereof, nor shall any waiver on the part of any party of any such right, power
      or privilege, nor any single or partial exercise of any such right, power or
      privilege, preclude any further exercise thereof or the exercise of any other
      such right, power or privilege. Except as otherwise provided herein, the rights
      and remedies herein provided are cumulative and are not exclusive of any rights
      or remedies that any party may otherwise have at law or in equity.

     

    SECTION
      7.5:  Governing
      Law.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      State of Delaware applicable to agreements made and to be performed entirely
      within such State, without regard to the conflict of law rules
      thereof.

     

    SECTION
      7.6:  Consent
      to Jurisdiction and Service of Process.
      The
      parties hereto irrevocably (a) agree that any suit, action or other legal
      proceeding arising out of this Agreement may be brought in the courts of the
      State of Delaware or the courts of the United States located in the State of
      Delaware, (b) consent to the jurisdiction of each court in any such suit, action
      or proceeding, (c) waive any objection which they, or any of them, may have
      to
      the laying of venue of any such suit, action or proceeding in any of such
      courts, and (d) waive the right to a trial by jury in any such suit, action
      or
      other legal proceeding.

     

    SECTION
      7.7:  Binding
      Effect, No Assignment.
      This
      Agreement and all of its provisions, rights and obligations shall be binding
      upon and shall inure to the benefit of the parties hereto and their respective
      successors and assigns. Neither this Agreement nor any of the rights, interests
      or obligations hereunder shall be assigned by any of the parties hereto, in
      whole or in part (whether by operation of law or otherwise), without the prior
      written consent of the other parties, and any purported assignment, unless
      so
      consented to, shall be void and without effect. 

     

    SECTION
      7.8:  Exhibits.
      All
      Exhibits and Schedules attached hereto are hereby incorporated by reference
      into, and made a part of, this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      7.9:  Severability.
      If any
      provision of this Agreement for any reason shall be held to be illegal, invalid
      or unenforceable, such illegality shall not affect any other provision of this
      Agreement, but this Agreement shall be construed as if such illegal, invalid
      or
      unenforceable provision had never been included herein.

     

    SECTION
      7.10:  Counterparts;
      Facsimile Signatures.
      The
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original as against any party whose signature appears thereon,
      and all of which shall together constitute one and the same instrument. This
      Agreement shall become binding when one or more counterparts hereof,
      individually or taken together, shall bear the signatures of all of the parties
      reflected hereon as the signatories. The parties shall be entitled to rely
      upon
      and enforce a facsimile of any authorized signature as if it were the
      original.

     

    SECTION
      7.11:  Definitions.
      The
      following terms, as used herein, have the following meanings:

     

    (a)  “Business
      Day” means any day other than a Saturday, Sunday or other day on which banks are
      not required or authorized to close in the City of San Francisco.

     

    (b)  The
      term
      "control",
      with
      respect to any Person, means the power to direct the management and policies
      of
      such Person, directly or indirectly, by or through stock ownership, agency
      or
      otherwise, or pursuant to or in connection with an agreement, arrangement or
      understanding (written or oral) with one or more other persons by or through
      stock ownership, agency or otherwise; and the terms "controlling" and
      "controlled" have meanings correlative to the foregoing.

     

    (c)  "Person"
      means
      an individual, corporation, partnership, joint venture, association, trust,
      unincorporated organization or other entity, including a government or political
      subdivision or an agency or instrumentality thereof.

     

    (d)  "Subsidiary"
      of a
      Person means any entity of which securities or other ownership interests having
      ordinary voting power to elect a majority of the board of directors or other
      persons performing similar functions are owned directly or indirectly through
      one or more intermediaries, or both, such Person.

     

    SECTION
      7.12:  Interpretation.
      When a
      reference is made in this Agreement to Sections or Articles, such reference
      shall be to a Section or Articles of this Agreement unless otherwise indicated.
      The headings contained in this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation of this Agreement.
      Whenever the words "include", "includes" or "including" are used in this
      Agreement, they shall be deemed to be followed by the words "without
      limitation."

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the date set forth
      above.

     

    
      	 	 
	
              TENTHGATE
                INCORPORATED

            	
              TENTHGATE
                INT., INC.

            
	 	 
	
              By:
                /s/  Tim Novak      

            	
              By: 
                /s/  Bill Coates     

            
	
              Name: Tim
                Novak

            	
              Name: Bill
                Coates 

            
	
              Title: President

            	
              Title: President

            
	 	 
	 	
              MERGER
                SUB, INC.

            
	 	 
	 	
              By: 
                /s/  Bill Coates     

            
	 	
              Name: Bill
                Coates

            
	 	
              Title: President

            
	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PART
      4.10 

    OF

    DISCLOSURE
      SCHEDULE TO

    AGREEMENT
      AND PLAN OF MERGER

     

    


     

    DIRECTORS
      AND EXECUTIVE OFFICERS 

    OF
      TENTHGATE INT. AS OF THE EFFECTIVE TIME

    


     

    (a) Board
      of
      Directors of TenthGate Int.:

     

    
      	
              Tim
                Novak, Chairman

            
	
              David
                Dedman

            
	
              Matthew
                Taylor

            
	
              R.
                Paul Gray

            
	
              Neil
                Strodel

            
	
              John
                T. Wisneski

            


    

    


     

    (b) Officers
      of TenthGate Int.:

     

    
      	
              Name

            	
              Position
                and Title

            
	
              Tim
                Novak

            	
              CEO,
                President, CFO

            
	
              R.
                Paul Gray

            	
              Secretary,
                Treasurer, Exec. VP of Bus. Development