**ASSET
        PURCHASE AND SALE AGREEMENT**
  **AMONG**
  **SYS**
  **AND**
  **cVIDEO,
        INC.**
  **AND**
   **CERTAIN
        OF**
  **THE
        STOCKHOLDERS OF**
   **cVIDEO,
        INC.**
  **_____________________**
   **November
        10, 2005**
  
 TABLE
        OF CONTENTS
 
 ARTICLE
        I  THE
        ACQUISITION
 1.1
                  Asset Purchase and Sale
 1.2  Closing
        Date
  ARTICLE
        II  PAYMENT
        OF ACQUISITION CONSIDERATION AND ASSUMPTION OF
        LIABILITIES
 2.1
                  Acquisition Consideration
 2.2  Earnout
        Consideration
 2.3  Restrictive
        Legend
 2.4  Assumption
        of Liabilities
 2.5  Non-Assignable
        Obligations
 2.6  Internal
        Revenue Code Election
  ARTICLE
        III  REPRESENTATIONS
        AND WARRANTIES OF SYS
 3.1
                  Organization and Standing
 3.2  Corporate
        Power and Authority
 3.3  Conflicts;
        Consents and Approvals
 3.4  Actions
 3.5  Available
        Shares
 3.6  Capitalization
        of SYS
 3.7  Brokerage
        and Finders’ Fees
 3.8  SYS
        SEC
        Documents
 3.9  Books
        and
        Records
 3.10  No
        Undisclosed Liabilities
 3.11  No
        Material Adverse Change
 3.12  Disclosure
  ARTICLE
        IV  REPRESENTATIONS
        AND WARRANTIES OF cVIDEO AND STOCKHOLDERS
 4.1
                  Organization and Standing
 4.2  Subsidiaries
 4.3  Power
        and
        Authority
 4.4  Capitalization
        of cVideo
 4.5  Conflicts;
        Consents and Approvals
 4.6  Brokerage
        and Finders’ Fees
 4.7  Books
        and
        Records; Financial Statements
 4.8  Compliance
        with Law
 4.9  Actions
 4.10  No
        Material Adverse Change
 4.11  Taxes
 4.12  Intellectual
        Property
 4.13  Title
        to
        Assets and Properties
 4.14  Employee
        Benefit Plans
 4.15  Contracts
 4.16  Labor
        Matters
 4.17  Undisclosed
        Liabilities
 4.18  Operation
        of cVideo’s Business; Relationships
 4.19  Permits
 4.20  Real
        Property
 4.21  Environmental
        Matters
 4.22  Accounts
        Receivable
 4.23  Insurance
 4.24  Product
        or Service Warranty
 4.25  Data
        Protection Matters
 4.26  Foreign
        Corrupt Practices Act
 4.27  Government
        Contracts
 4.28  Relations
        with Governments
 4.29  No
        Existing Discussions
 4.30  Review
        of
        SYS SEC Documents
 4.31  Interested
        Party Transactions
 4.32  Board
        Recommendation
 4.33  Payments
        to Stockholders and Others
 4.34  Disclosure
  ARTICLE
        V  COVENANTS
        OF THE PARTIES
 5.1
                  Mutual Covenants
 5.2  Covenants
        of SYS
 5.3  Covenants
        of cVideo
  ARTICLE
        VI  CONDITIONS
 6.1
                  Conditions to the Obligations of Each Party
 6.2  Conditions
        to Obligations of cVideo and the Stockholders
 6.3  Conditions
        to Obligations of SYS
  ARTICLE
        VII  TERMINATION
        AND AMENDMENT
 7.1
                  Termination
 7.2  Effect
        of
        Termination
  ARTICLE
        VIII  GENERAL
        SURVIVAL AND INDEMNIFICATION
 8.1
                  Survival of Representations and Warranties
 8.2  Indemnification
  ARTICLE
        IX  MISCELLANEOUS
 9.1
                  Notices
 9.2  Interpretation
 9.3  Counterparts
 9.4  Entire
        Agreement
 9.5  Third-Party
        Beneficiaries
 9.6  Governing
        Law; Venue
 9.7  Arbitration
 9.8  Specific
        Performance
 9.9  Assignment
 9.10  Expenses
 9.11  Severability
 9.12  Amendment
 
  EXHIBITS
  List
                  of Acquired Assets
              Exhibit
                  AList
                  of Assumed Liabilities
              Exhibit
                  BList
                  of Liabilities to be Paid at Closing
              Exhibit
                  C
 
  SCHEDULES
  cVideo
                  Disclosure Schedule
              Attached
 
 AMENDMENT
  FIRST
                      AMENDMENT TOTHE
                      cVIDEOASSET
                      PURCHASE AND SALE AGREEMENT
                Attached
  
 
 **STOCK
        ACQUISITION AGREEMENT**
  This
        Asset Purchase and Sale Agreement (this “Agreement”) is made and entered into as
        of November 10, 2005 by and among SYS, a California corporation (“Buyer” or
“SYS”); cVideo, Inc., a Delaware corporation (“Seller” or “cVideo);” and Alfonso
        Tumini (“Tumini”), Nelson Faller, individually and as Trustee of the Faller
        Family Trust (“Faller”), Richard Sulpizio, individually and as Trustee of the
        Sulpizio Family Trust (“Sulpizio”), and Cubic Corporation, a Delaware
        corporation (“Cubic”), each of whom is a stockholder of cVideo, with regard to
        the acquisition by SYS of all of the assets and specified liabilities of
        cVideo,
        Inc. Such stockholders are referred to individually herein as a
“Stockholder,”“Shareholder” or “cVideo Stockholder” and, collectively, as the
“Stockholders,”“Shareholders” or “cVideo Stockholders.” cVideo and the
        Stockholders are sometimes collectively referred to herein as “the Seller
        Parties.”
  **PRELIMINARY
        STATEMENTS**
  WHEREAS,
        the respective Boards of Directors of SYS and cVideo have determined that
        the
        acquisition by SYS of all of the assets and certain specified liabilities
        of
        cVideo, in the manner contemplated herein (the “Acquisition”), is desirable and
        in the best interests of their respective stockholders and, by resolutions
        duly
        adopted, have approved this Agreement and the Acquisition;
  WHEREAS,
        SYS, cVideo and the Stockholders desire to make certain representations,
        warranties, covenants and agreements in connection with the Acquisition and
        also
        to prescribe various conditions to the Acquisition.
  NOW,
        THEREFORE, in consideration of these premises and their promises hereinafter
        set
        forth, the parties hereto agree as follows:
  **ARTICLE
        I**
 **THE
        ACQUISITION**
  1.1  Asset
        Purchase and Sale .
        Subject
        to the terms and conditions of this Agreement, and pursuant to a Bill of
        Sale
        delivered by Seller in a form and with a substance satisfactory to Buyer,
        at the
        Closing Seller shall sell, transfer, assign and deliver, and Buyer shall
        purchase, accept and receive, all right, title and interest in, to or arising
        from the “Acquired Assets” as defined below and all associated goodwill, free
        and clear of any and all security interests, mortgages, pledges, conditional
        sale and other title retention agreements, assessments, covenants, restrictions,
        commitments, liens, charges and encumbrances, obligations, liabilities and
        other
        burdens of every nature (collectively referred to as “Encumbrances”), in
        exchange for the “Acquisition Consideration” as defined in Paragraph 2.1
        hereof. At least twelve (12) days before the Closing, Buyer shall give notice
        of
        the transfer of the Acquired Assets in the manner prescribed by
        Section 6107 of the California Uniform Commercial Code. For purposes of
        this Agreement, the term “Acquired Assets” shall mean any and all tangible and
        intangible assets, rights and interests owned, used, useful, acquired for
        use or
        held by Seller in connection with the conduct of Seller’s Business (as
        hereinafter defined) including goodwill and including, but not limited to,
        those
        types of assets listed on Exhibit A hereto,
        but excluding all Excluded Assets, which shall be defined as Seller’s corporate
        charter, qualifications to conduct business as a foreign corporation in any
        state, taxpayer and other identification numbers, seals, minute books, stock
        transfer books, blank stock certificates and all other documents relating
        to
        Seller’s corporate organization, maintenance or existence; and any of Seller’s
        rights under this Agreement or any other agreement between Seller and Buyer
        entered into before, on or after the date of this Agreement.
  1.2  Closing
        Date .
        A
        closing (the “Closing”) shall be held at the offices of SYS’s counsel, Luce,
        Forward, Hamilton & Scripps LLP (“Luce Forward”), 600 West
        Broadway, Suite 2600, San Diego, California 92101, or such other place
        as the parties may agree on, as soon as practicable (but in any event within
        three (3) business days) following the date upon which all conditions set
        forth
        in Article VI have been satisfied or waived, or at such other date as SYS,
        on the one hand, and cVideo and the Stockholders, on the other hand, may
        agree,
        provided that the conditions set forth in Article VI have been satisfied or
        waived at or prior to such date. The date on which the Closing takes place
        is
        referred to herein as the “Closing Date.”
  **ARTICLE
        II**
 **PAYMENT
        OF ACQUISITION CONSIDERATION AND**
 **ASSUMPTION
        OF LIABILITIES**
  2.1  Acquisition
        Consideration .
        At the
        Closing SYS shall pay creditors of cVideo as described on Exhibit C ,
        $1,407,000 and shall pay cVideo $50,000 (collectively, the “Acquisition
        Consideration”).
  2.2  Earnout
        Consideration.
  2.2.1  If
        revenues from the Business (as that term is defined in Section 2.2.2) for
        the period between the Closing Date and June 30, 2006 exceed $1,450,000,
        then SYS shall pay an additional $161,000 not later than August 15, 2006 to
        the persons and in the amounts described on Exhibit B in
        satisfaction of liabilities owed by cVideo.
  2.2.2  If
        the
        revenues derived from the Business for the period between the Closing Date
        and
        June 30, 2006 exceed $2,000,000 (“Minimum Amount”), then SYS shall pay
        cVideo $1.00 for each $1.00 of revenue from the sale and integration of digital
        video recording applications and digital video recorders for surveillance
        and
        monitoring purposes (the “Business”) by SYS during the period from the Closing
        Date through December 31, 2006 in excess of $2,500,000 (the “Threshold
        Amount”) (the “Earnout Consideration”). SYS shall pay Earnout Consideration to
        Seller following the end of the fiscal quarter in which the Threshold Amount
        is
        achieved and each fiscal quarter thereafter in which Earnout Consideration
        continues to be earned, provided, however, that in the case of the fiscal
        quarter ending June 30, 2006, any Earnout Consideration shall be paid
        within 90 days of June 30, 2006. The maximum amount payable under this
        Section 2.2.2 shall be $2,675,000. In addition, consideration payable
        pursuant to this Section 2.2.2 shall be in restricted shares of SYS Common
        Stock. SYS Common Stock issued as part of any such payment shall be valued
        based
        on the average closing price of SYS Common Stock on its principal trading
        market
        over the last thirty business days of the applicable fiscal quarter. For
        the
        sake of clarity, if the Minimum Amount is not achieved by June 30, 2006, no
        amount shall be payable pursuant to this Section 2.2.2.
  2.2.3  SYS
        Obligations .
        After
        the Closing and during the term of the earnout period, SYS shall use
        commercially reasonable efforts to (i) track the revenues of the Business
        and (ii) maintain and enhance the relationships which cVideo has with its
        customers, suppliers, lessees, licensees and other third parties as of the
        Closing Date. As the operator of the Business, as that term is defined in
        Section 5.3.4 of this Agreement, Buyer, at its sole discretion, may effect
        changes in the Business. Such changes may include, without limitation, increases
        or decreases in salaries, the employment or dismissal of personnel, the
        acceleration or delay of payments to creditors, the purchase or sale of
        inventory, the retention of independent contractors, the conduct of research
        and
        development, or any other business matter. Seller agrees that Buyer’s exercise
        of discretion in this regard in good faith shall not be a basis for challenging
        the determination of payments to cVideo. For purposes of this
        Section 2.2.5, a change shall be deemed to be in good faith if it is not
        made primarily to prevent the business from achieving the earnout period
        goals.
        Buyer may also, in its discretion, create a new operating plan for the business
        to reflect changes in the business, including changes in revenues.
  2.2.4  Right
        to Audit and Inspect .
        A
        designee of cVideo shall have the right, upon reasonable prior notice and
        during
        normal business hours, to audit and inspect any and all books and records
        used
        by SYS for the purposes of determining the revenues of the Business for purposes
        of verifying earnout computation.
  2.3  Restrictive
        Legend .
        The
        certificate evidencing SYS Common Shares issued pursuant to this Agreement
        shall
        bear the following legend in conspicuous type:
  THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY
        STATE
        SECURITIES LAWS. THE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
        ABSENCE OF SUCH REGISTRATION OR QUALIFICATION WITHOUT AN OPINION OF COUNSEL
        SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS
        NOT
        REQUIRED.
  2.4  Assumption
        of Liabilities .
        Buyer
        shall not assume or pay, perform or discharge, any of Seller’s liabilities,
        obligations or duties whatsoever, except for those described in
        subparagraphs 2.4.1 and 2.4.2 below; provided, however, that Buyer shall
        not assume any such liability, obligation or duty (i) which results from
        any breach by Seller of any of its obligations, duties or commitments,
        (ii) for which, if known by Seller, a reserve or any other reference would
        have been required by generally accepted accounting principles, but which
        was
        omitted by Seller from the cVideo Financial Statements, (iii) which
        constitutes, or forms the basis of, a breach of any of Seller’s representations,
        warranties or covenants under this Agreement, or (iv) which is not
        assignable to Buyer pursuant to its terms, or is not validly assigned to
        Buyer
        at the Closing:
  2.4.1  Customer
        Orders .
        All
        customer orders entered into in the ordinary course of business consistent
        with
        past practice; and
  2.4.2  Executory
        Agreements .
        The
        accounts payable and the executory portion of those contracts, leases, license
        agreements, commitments and other agreements which are listed on Exhibit B to this
        Agreement, provided that Seller’s obligations specified on Exhibit C shall be
        paid at Closing by Buyer in the amounts specified directly to the applicable
        creditor.
  2.5  Non-Assignable
        Obligations .
        If any
        customer, vendor or other party refuses or otherwise fails to give any consent
        necessary to assign or transfer to Buyer all of Seller’s rights and obligations
        under any contract, commitment, right or other agreement to be transferred
        to
        and assumed by Buyer under this Agreement, Buyer and Seller will cooperate
        with
        each other in any reasonable arrangement designed to provide Buyer with all
        benefits and obligations under such contract, commitment, right or agreement
        including, without limitation, for at least six (6) months following the
        Closing, (i) the purchase by Seller of any items required under any
        contract or order with any vendor, with Buyer agreeing to purchase such items
        from Seller upon the same terms as Seller acquired such items and (ii) the
        performance by Buyer as an independent contractor of all work necessary to
        fill
        any such customer order and to ship the product called for thereunder to
        the
        customer in question with the understanding that Seller will purchase such
        products from Buyer at the net price which Seller resells such products to
        such
        customer.
  2.6  Internal
        Revenue Code Election .
        At its
        option, following the Closing Date SYS may make an election under
        Section 338 of the Internal Revenue Code of 1986, as amended, with regard
        to the Acquisition.
  **ARTICLE
        III**
 **REPRESENTATIONS
        AND WARRANTIES OF SYS**
  In
        order
        to induce cVideo and the Stockholders to enter into this Agreement, SYS hereby
        represents and warrants to cVideo and the Stockholders that the statements
        contained in this Article III are true, correct and complete, except as
        otherwise expressly set forth in this Article III as of the date hereof
        unless another date is expressly stated below.
  3.1  Organization
        and Standing .
        SYS and
        each subsidiary of SYS is a corporation duly organized, validly existing
        and,
        where applicable, in good standing under the laws of its state of incorporation
        with corporate power and authority to own, lease, use and operate its properties
        and to conduct its business as and where now owned, leased, used, operated
        and
        conducted. Each of SYS and each subsidiary of SYS is duly qualified to do
        business and in good standing in each jurisdiction in which the nature of
        the
        business conducted by it or the property it owns, leases or operates, requires
        it to so qualify, except where the failure to be so qualified or in good
        standing in such jurisdiction would not have a Material Adverse Effect on
        SYS
        and its subsidiaries taken as a whole. SYS is not in default in the performance,
        observance or fulfillment of any provision of the SYS Articles of
        Incorporation, as amended (the “SYS Articles”), or the SYS Amended and Restated
        Bylaws, as amended, as in effect on the date hereof (the “SYS Bylaws”). SYS has
        heretofore furnished to cVideo complete and correct copies of the SYS Articles
        and the SYS Bylaws.
  3.2  Corporate
        Power and Authority .
        SYS has
        all requisite corporate power and authority to enter into and deliver this
        Agreement, to perform its obligations hereunder and to consummate the
        transactions contemplated by this Agreement. This Agreement has been duly
        executed and delivered by SYS and constitutes the legal, valid and binding
        obligation of SYS enforceable against it in accordance with its terms, except
        to
        the extent that such enforceability may be subject to applicable bankruptcy,
        insolvency, reorganization, moratorium and similar laws affecting the
        enforcement of creditors’ rights generally or by general equitable
        principles.
  3.3  Conflicts;
        Consents and Approvals .
        Neither
        the execution and delivery of this Agreement by SYS nor the consummation
        of the
        transactions contemplated hereby or thereby will:
  3.3.1  conflict
        with, or result in a breach of any provision of, the SYS Articles or the
        SYS
        Bylaws or the governing documents of any subsidiary of SYS;
  3.3.2  materially
        violate, or conflict with, or result in a material breach of any provision
        of,
        or constitute a material default (or an event that, with the giving of notice,
        the passage of time or otherwise, would constitute a default) under, or entitle
        any party (with the giving of notice, the passage of time or otherwise) to
        terminate, accelerate, modify or call a material default under, or result
        in the
        creation of any material Encumbrance upon any of the properties or assets
        of SYS
        or any of its subsidiaries under, any of the terms, conditions or provisions
        of
        any material note, bond, mortgage, indenture, deed of trust, license, contract,
        undertaking, agreement, lease or other instrument or obligation to which
        SYS or
        any of its subsidiaries is a party (for purposes of this Agreement,
“Encumbrance” means any charge, claim, mortgage, servitude, easement, right of
        way, equitable interest, lease or other possessory interest, conditional
        sale or
        other title retention arrangement, lien, pledge, security interest, preference,
        priority, right of first refusal or similar restriction);
  3.3.3  materially
        violate any (i) order, writ, injunction, decree, statute, ruling,
        assessment, or arbitration or award of any Governmental Authority or
        (ii) Applicable Laws relating to SYS or any of its subsidiaries or their
        respective properties or assets; or
  3.3.4  require
        any action or consent or approval of, or review by, or registration or filing
        by
        SYS or any of its affiliates with, any third party or any Governmental
        Authority, other than registrations or other actions required under federal
        and
        state securities laws as are contemplated by this Agreement.
  3.4  Actions .
        There
        is no Action against SYS which questions the validity of this Agreement or
        any
        action taken or to be taken pursuant hereto. For purposes of this Agreement,
        “Action” means any action, arbitration, audit, examination, suit, proceeding,
        hearing or litigation, whether formal or informal, and whether public or
        private, commenced, brought, conducted or heard by or before, pending or
        threatened, or otherwise. Since July 1, 2001, neither SYS nor any of its
        subsidiaries has been subject to any order, writ, injunction or decree relating
        to its method of doing business or its relationship with past, existing or
        future users or purchasers of any goods or services.
  3.5  Available
        Shares .
        SYS has
        a sufficient number of authorized but unissued or unreserved SYS Common Shares
        to pay the Earnout Consideration. Each share of SYS Common Stock constituting
        the Earnout Consideration has been duly authorized, and at the Closing, shall
        be
        validly issued, fully paid and nonassessable and not issued in violation
        of any
        preemptive or similar rights.
  3.6  Capitalization
        of SYS .
  3.6.1  The
        authorized capital stock of SYS consists of 48,000,000 common shares (the
“SYS
        Common Stock”), 250,000 preferred shares (the “SYS Preferred Stock”), and
        2,000,000 preference shares (the “SYS Preference Stock”). At the date of this
        Agreement, (i) 11,438,513 shares of SYS Common Stock are issued and
        outstanding, (ii) 1,956,297 shares of SYS Common Stock are reserved for
        issuance upon the exercise or conversion of options, warrants or convertible
        securities granted or issuable by SYS, not including SYS’s Stock Option and
        Stock Purchase Plans, (iii) 2,498,100 shares of SYS Common Stock are
        reserved for issuance under SYS’s Stock Option and Stock Purchase Plans,
        (iv) no shares of SYS Preferred Stock are issued and outstanding, and
        (v) no shares of SYS Preference Stock are issued and outstanding. The SYS
        Common Stock, the SYS Preferred Stock, and the SYS Preference Stock are referred
        to herein collectively as the “SYS Capital Stock.” Each outstanding share of SYS
        Capital Stock is duly authorized and validly issued, fully paid and
        nonassessable and has not been issued in violation of any preemptive or similar
        rights. The issuance and sale of all of the shares of SYS Capital Stock
        described in this Section 3.6 have been in compliance in all material
        respects with applicable federal and state securities laws.
  3.7  Brokerage
        and Finders’ Fees .
        Neither
        SYS nor any stockholder, director, officer or employee thereof, has incurred
        or
        will incur on behalf of SYS or any of its affiliates, any brokerage, finders’ or
        similar fee in connection with the transactions contemplated by this Agreement
        other than to Smallcap Corporate Advisors, LLC.
  3.8  SYS
        SEC Documents .
        SYS has
        filed with the U.S. Securities and Exchange Commission (the “Commission”) all
        forms, reports, schedules, statements and other documents (including exhibits
        and other information incorporated therein) required to be filed by it since
        July 1, 2003 under the Securities Act of 1933, as amended (the “Securities
        Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
        (such documents, as supplemented and amended since the time of filing,
        collectively, the “SYS SEC Documents”). No subsidiary of SYS is required to file
        any form, report, registration statement, prospectus or other document with
        the
        Commission. To the Knowledge of SYS, the SYS SEC Documents, including, without
        limitation, any financial statements or schedules included in the SYS SEC
        Documents, at the time filed (and, in the case of registration statements
        and
        proxy statements, on the dates of effectiveness and the dates of mailing,
        respectively and, in the case of any SYS SEC Document amended or superseded
        by a
        filing prior to the date of this Agreement, then on the date of such amending
        or
        superseding filing): (a) did not contain any untrue statement of a material
        fact or omit to state a material fact required to be stated therein or necessary
        in order to make the statements therein, in light of the circumstances under
        which they were made, not misleading and (b) complied in all material
        respects with the applicable requirements of the Exchange Act and the Securities
        Act, as the case may be. The financial statements of SYS (including the related
        notes) included in the SYS SEC Documents at the time filed (and, in the case
        of
        registration statements and proxy statements, on the dates of effectiveness
        and
        the dates of mailing, respectively, and, in the case of any SYS SEC Document
        amended or superseded by a filing prior to the date of this Agreement, then
        on
        the date of such amending or superseding filing) complied in all material
        respects with applicable accounting requirements and with the published rules
        and regulations of the Commission with respect thereto, were prepared in
        accordance with generally accepted accounting principles applied on a consistent
        basis during the periods involved (except as may be indicated in the notes
        thereto or, in the case of unaudited statements, as permitted by Form 10-QSB
        of
        the Commission), and fairly present (subject, in the case of unaudited
        statements, to normal, recurring audit adjustments not material in amount)
        in
        all material respects the consolidated financial position of SYS and its
        consolidated subsidiaries as at the dates thereof and the consolidated results
        of their operations and cash flows for the periods then ended. Since
        July 1, 2003, SYS has maintained its books of account in accordance in all
        material respects with Applicable Law; and such books of account are complete
        and correct in all material respects, fairly and accurately reflect the income,
        expenses, assets and liabilities of SYS and its subsidiaries in all material
        respects, including the nature thereof and the transactions giving rise thereto,
        and provide a fair and accurate basis for the preparation of the financial
        statements of SYS included in the SYS SEC Documents.
  3.9  Books
        and Records .
        Since
        July 1, 2003, SYS and its subsidiaries have, in all material respects,
        maintained their minute books, stock books, stock ledgers, quota registers
        and
        other local equivalents in accordance in all material respects with Applicable
        Law, sound business practices and the requirements of
        Section 13(b)(2) of the Exchange Act, including the maintenance of an
        adequate system of internal controls. The minute books of SYS and its
        subsidiaries contain accurate and complete records of all proceedings, consents
        and meetings held of, and corporate action taken by, their stockholders,
        the
        boards of directors, and committees of the boards of directors, and other
        governing bodies, as applicable, and no meeting of any such stockholders,
        board
        of directors, committee or other governing body has been held for which minutes
        have not been prepared and are not contained in such minute books. The books
        of
        account of SYS and its subsidiaries are complete and correct in all material
        respects, have been maintained in accordance with Applicable Law, fairly
        and
        accurately reflect the income, expenses, assets and liabilities of SYS and
        its
        subsidiaries, including the nature thereof and the transactions giving rise
        thereto, and provide a fair and accurate basis for the preparation of the
        SYS
        financial statements set forth in the SYS SEC Documents. The signatures
        appearing on all documents contained in such books of account are the true
        signatures of the persons purporting to have signed the same.
  3.10  No
        Undisclosed Liabilities .
        Except
        (a) as and to the extent disclosed or reserved against on the audited
        balance sheet of SYS as of June 30, 2005 or (b) as incurred after the
        date thereof in the ordinary course of business consistent with past practice,
        SYS and its subsidiaries do not have any liabilities or obligations of any
        nature, whether known or unknown, absolute, accrued, contingent, choate,
        inchoate or otherwise and whether due or to become due, that, individually
        or in
        the aggregate, have or would reasonably be expected to have a Material Adverse
        Effect on SYS and its subsidiaries taken as a whole.
  3.11  No
        Material Adverse Change .
        Since
        June 30, 2005, there has been no material adverse change in the assets,
        liabilities, results of operations, business prospects, or financial condition
        of SYS or any event, occurrence or development that would reasonably be expected
        to have a Material Adverse Effect on SYS and its subsidiaries taken as a
        whole.
  3.12  Disclosure .
        This
        Article III does not contain a material misstatement of fact or omit to
        state a fact necessary to make the facts which are stated herein, taken as
        a
        whole, not materially misleading.
  **ARTICLE
        IV**
 **REPRESENTATIONS
        AND WARRANTIES OF** **cVIDEO
        AND STOCKHOLDERS**
  In
        order
        to induce SYS to enter into this Agreement, cVideo and the Stockholders jointly
        and severally represent and warrant to SYS that the statements contained
        in
        Sections 4.5, 4.6 and 4.32 of this Article IV, and cVideo, Tumini and
        Faller jointly and severally represent that the statements contained in this
        Article IV, are true, correct, and complete, in each case except as
        otherwise expressly set forth in this Article IV or in the Disclosure
        Schedule previously delivered by cVideo to SYS and incorporated herein by
        reference (the “cVideo Disclosure Schedule”), as of the date hereof and as of
        the Closing Date unless another date is expressly stated below or in the
        cVideo
        Disclosure Schedule.
  4.1  Organization
        and Standing .
        cVideo
        is a corporation duly organized and validly existing under the laws of the
        State
        of Delaware with full corporate power and authority to own, lease, use and
        operate its properties and to conduct its business as and where now owned,
        leased, used, operated and conducted. cVideo is duly qualified or licensed
        to do
        business and is in good standing in each jurisdiction in which the nature
        of the
        business conducted by it or the property it owns, leases, uses, or operates
        requires it to so qualify, be licensed or be in good standing except where
        the
        failure to be so qualified, licensed or in good standing in such jurisdiction
        would not have a Material Adverse Effect on cVideo or its business or properties
        taken as a whole. cVideo is not in default in the performance, observance
        or
        fulfillment of any provision of its Certificate of Incorporation (the “cVideo
        Articles”) or its Bylaws (the “cVideo Bylaws”), as in effect on the date hereof.
        cVideo has previously furnished to SYS complete and correct copies of the
        cVideo
        Articles and the cVideo Bylaws, each as in effect on the date hereof. Listed
        in
        Section 4.1 in the cVideo Disclosure Schedule is each jurisdiction in
        which cVideo is qualified or licensed to do business and whether cVideo is
        in
        good standing in each applicable jurisdiction as of the date of the
        Agreement.
  4.2  Subsidiaries . cVideo
        does not own, directly or indirectly, any equity or other ownership interest
        in
        any corporation, partnership, joint venture or other entity or enterprise.
        cVideo is not subject to any obligation or requirement to provide funds to
        or
        make any investment (in the form of a loan, capital contribution or otherwise)
        in any person.
  4.3  Power
        and Authority .
        cVideo
        has all requisite corporate power and authority to enter into and deliver
        this
        Agreement, to perform its obligations hereunder and, subject to approval
        of the
        Acquisition and the transactions contemplated hereby by the stockholders
        of
        cVideo, to consummate the transactions contemplated by this Agreement. The
        execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby by cVideo have been duly authorized by all
        necessary corporate action on the part of cVideo, subject to approval of
        the
        Acquisition and the transactions contemplated hereby by the stockholders
        of
        cVideo. This Agreement has been duly executed and delivered by cVideo and
        the
        Stockholders and constitutes the legal, valid and binding obligation of cVideo
        and the Stockholders, enforceable against each of them in accordance with
        its
        terms, except to the extent that such enforceability may be subject to
        applicable bankruptcy, insolvency, reorganization, moratorium and similar
        laws
        affecting the enforcement of creditors’ rights generally or by general equitable
        principles.
  4.4  Capitalization
        of cVideo .
        The
        authorized capital stock of cVideo consists of 30,000,000 common shares (the
        “cVideo Common Stock”), 9,000,000 shares of Series 1 Preferred Stock (the
“Series 1 Preferred Stock”) and 1,500,000 shares of Series 2 Preferred
        Stock (the “Series 2 Preferred Stock”). At the date of this Agreement,
        (i) 2,087,414, 6,044,341, and 1,236,642 shares of cVideo Common Stock,
        Series 1 Preferred Stock, and Series 2 Preferred Stock, respectively,
        are issued and outstanding, and (ii) no shares of cVideo Common Stock,
        Series 1 Preferred Stock, and Series 2 Preferred Stock are reserved
        for issuance upon the exercise or conversion of options, warrants or convertible
        securities. Each outstanding share of cVideo Capital Stock is duly authorized
        and validly issued, fully paid and nonassessable and has not been issued
        in
        violation of any preemptive or similar rights.
  4.4.1  As
        of the
        date hereof, other than as set forth in clause 4.4(ii) above, there are no
        outstanding subscriptions, options, warrants, puts, calls, agreements,
        understandings, claims or other commitments or rights of any type relating
        to
        the issuance, sale, repurchase or transfer by cVideo of any securities of
        cVideo, nor are there outstanding any securities which are convertible into
        or
        exchangeable for any shares of cVideo Capital Stock, and cVideo has no
        obligation of any kind to issue any additional securities or to pay for or
        repurchase any securities of cVideo or any predecessor. Set forth in
        Section 4.4.1 of the cVideo Disclosure Schedule is an accurate and
        complete list of the names of all holders of cVideo Capital Stock, and the
        number and class of shares held by each such cVideo stockholder. Set forth
        in
        Section 4.4.1 of the cVideo Disclosure Schedule is an accurate and
        complete list of the names of all holders of options, warrants or convertible
        instruments to purchase cVideo Capital Stock, the number of shares issuable
        to
        each such holder upon exercise of such option or warrant or the conversion
        of
        such convertible security, and the exercise or conversion price and vesting
        schedule with respect thereto.
  4.4.2  cVideo
        has not agreed to register any securities of cVideo under the Securities
        Act or
        under any applicable securities law or granted registration rights to any
        person
        or entity.
  4.5  Conflicts;
        Consents and Approvals .
        Neither
        the execution and delivery of this Agreement by cVideo and the Stockholders,
        nor
        the consummation of the transactions contemplated hereby will:
  4.5.1  conflict
        with, or result in a breach of any provision of, the cVideo Articles or the
        cVideo Bylaws;
  4.5.2  violate
        or conflict with, or result in a breach of any provision of, or constitute
        a
        default (or an event that, with the giving of notice, the passage of time
        or
        otherwise, would constitute a default) under, or entitle any party (with
        the
        giving of notice, the passage of time or otherwise) to terminate, accelerate,
        modify or call a default under, or result in the creation of any Encumbrance
        upon any of the properties or assets of cVideo under, any of the terms,
        conditions or provisions of any note, bond, mortgage, indenture, deed of
        trust,
        license, contract, undertaking, agreement, lease or other instrument or
        obligation to which any Stockholder or cVideo is a party, including without
        limitation, any Contract;
  4.5.3  violate
        any (i) order, writ, injunction, decree, ruling, assessment, arbitration,
        or award of any Governmental Authority or arbitrator or (ii) Applicable
        Laws relating to any Stockholder or to cVideo or any of its properties or
        assets; or
  4.5.4  require
        any action or consent or approval of, or review by, or registration or filing
        by
        any Stockholder or cVideo or any of its affiliates with, any third party
        or any
        Governmental Authority, other than (i) approval of the Acquisition and the
        transactions contemplated hereby by the stockholders of cVideo and
        (ii) registrations or other actions required under federal and state
        securities laws as are contemplated by this Agreement.
  4.6  Brokerage
        and Finders’ Fees .
        Neither
        cVideo nor any stockholder, director, officer or employee thereof has incurred
        or will incur on behalf of cVideo or any Stockholder, any brokerage, finders’ or
        similar fee in connection with the transactions contemplated by this Agreement.
  4.7  Books
        and Records; Financial Statements .
  4.7.1  From
        its
        date of incorporation, the minute books, stock books and stock ledgers of
        cVideo
        (the “Books of Account”) have been maintained, in all respects, in accordance
        with Applicable Law. The signatures of cVideo personnel appearing on all
        documents contained in such Books of Account are the true signatures of the
        persons purporting to have signed the same, and complete and correct copies
        of
        such Books of Account have been provided to SYS.
  4.7.2  Attached
        to Section 4.7.2 of the cVideo Disclosure Schedule, as previously delivered
        to SYS, are complete and correct copies of (i) the unaudited balance sheet
        of cVideo as of September 30, 2005, and the related statements of income
        and sources and uses of cash for the 9-month period then ended and (ii) the
        audited balance sheets of cVideo as of December 31, 2004, and
        December 1, 2003, and the related statements of income and sources and uses
        of cash for the 12-month periods then ended and the related reports of auditors
        (collectively, the “cVideo Financial Statements”). The cVideo Financial
        Statements (including the related notes) were prepared in accordance with
        generally accepted accounting principles applied on a consistent basis during
        the periods involved (except as may be indicated in the notes thereto) and
        fairly present (subject, in the case of unaudited statements, to normal,
        recurring audit adjustments not material in amount and to the absence of
        footnotes) the financial position of cVideo as at the dates thereof and the
        consolidated results of their operations and cash flows for the periods then
        ended.
  4.7.3  Attached
        to Section 4.7.3 of cVideo Disclosure Schedule are projected financial
        results of the operation of cVideo’s business which have been delivered to SYS
        by cVideo and which have been relied upon by SYS in arriving at its decision
        to
        acquire cVideo. These projected financial results are based upon reasonable
        assumptions and represent the best judgment of cVideo’s management with regard
        to cVideo’s anticipated financial performance following its acquisition by
        SYS.
  4.8  Compliance
        with Law .
        Except
        with respect to Applicable Laws discussed elsewhere in this Article IV,
        cVideo is in compliance, in all respects, and at all times since the date
        of its
        incorporation, has been in compliance, in all respects, with all Applicable
        Laws
        relating to cVideo or its businesses or properties, except where the failure
        to
        be in compliance with such Applicable Laws (individually or in the aggregate)
        would not have a Material Adverse Effect on cVideo, or where such noncompliance
        has been cured and is reasonably expected to have no material impact on the
        future business or operations of cVideo. cVideo has received no written notice
        of any pending investigation or review by any Governmental Authority with
        respect to cVideo and no such investigation or review is threatened, nor
        has any
        Governmental Authority indicated an intention to conduct the same.
  4.9  Actions .
        Section 4.9 of the cVideo Disclosure Schedule sets forth each instance
        in which cVideo has filed or received written notice of an Action pending
        and
        each instance in which, to the Knowledge of the Stockholders, any Action
        is
        threatened against or by cVideo. Since the date of its incorporation, cVideo
        has
        not received written notice of cVideo being subject to any order, writ,
        injunction or decree relating to its method of doing business or its
        relationship with past, existing or future users or purchasers of any goods
        or
        services.
  4.10  No
        Material Adverse Change .
        Since
        January 1, 2005, there has been no material adverse change in the assets,
        liabilities, results of operations, business prospects, or financial condition
        of cVideo or any event, occurrence or development that would reasonably be
        expected to have a Material Adverse Effect on cVideo.
  4.11  Taxes .
  4.11.1  With
        regard to federal and state taxes:
  (i)  cVideo
        has filed all Tax Returns (including, but not limited to, those filed on
        a
        consolidated, combined or unitary basis) required to have been filed by cVideo
        prior to the date hereof;
  (ii)  All
        such
        Tax Returns referred to in clause 4.11.1(i) above were true and correct
        (except for such inaccuracies which are individually, and in the aggregate,
        not
        material) and cVideo has paid or, prior to the Closing Date, will pay within
        the
        time and manner prescribed by Applicable Law, all Taxes, interest and penalties
        required to be paid in respect of the periods covered by such Tax Returns
        due to
        any federal, state, foreign, local or other Tax authority;
  (iii)  cVideo
        has no liability for Taxes that is in excess of the amount reserved on the
        cVideo Financial Statements;
  (iv)  cVideo
        has not requested or filed any document having the effect of causing any
        extension of time within which to file any returns in respect of any fiscal
        year
        which have not since been filed;
  (v)  cVideo
        has not received written notice of any currently due and payable deficiency
        for
        any Tax from any Tax authority;
  (vi)  cVideo
        has not received written notice that it is the subject of any currently ongoing
        Tax audit;
  (vii)  As
        of the
        date of this Agreement, cVideo has not received written notice from any Tax
        authority of any pending requests for waivers of the time to assess any Tax,
        other than those made in the ordinary course and for which payment has been
        made;
  (viii)  cVideo
        has not waived any statute of limitations in respect of Taxes or agreed to
        any
        extension of time with respect to a Tax assessment or deficiency;
  (ix)  There
        are
        no recorded Encumbrances with respect to Taxes upon any of the properties
        or
        assets, real or personal, tangible or intangible of cVideo (other than liens
        for
        Taxes not yet due and/or delinquent); and
  (x)  No
        written claim has ever been received by cVideo from a Governmental Authority
        in
        a jurisdiction where cVideo does not file Tax Returns that cVideo is or may
        be
        subject to taxation by that jurisdiction.
  4.11.2  cVideo
        is
        not obligated by any Contract, agreement or other arrangement to indemnify
        any
        other person with respect to Taxes. cVideo is not now or has ever been a
        party
        to or bound by any agreement or arrangement (whether or not written and
        including, without limitation, any arrangement required or permitted by law)
        binding cVideo that (i) requires cVideo to make any Tax payment to or for
        the account of any other person, (ii) affords any other person the benefit
        of any net operating loss, net capital loss, investment Tax credit, foreign
        Tax
        credit, charitable deduction or any other credit or Tax attribute which could
        reduce Taxes (including, without limitation, deductions and credits related
        to
        alternative minimum Taxes) of cVideo, or (iii) requires or permits the
        transfer or assignment of income, revenues, receipts or gains to cVideo,
        from
        any other person.
  4.11.3  Except
        as
        set forth in Section 4.11.3 of the cVideo Disclosure Schedule, cVideo has
        withheld and paid over all Taxes required to have been withheld and paid
        over in
        connection with amounts paid or owing to any employee, independent contractor,
        creditor, stockholder or other third party.
  4.11.4  cVideo
        has not agreed to make, or has received any written notice from the Internal
        Revenue Service proposing that cVideo make, any adjustments pursuant to
        Sections 263A or 481(a) of the Code or any similar provision of state,
        local or foreign law by reason of a change in accounting method initiated
        by
        cVideo, and cVideo has no application pending with any Governmental Authority
        requesting permission for any changes in accounting methods that relate to
        the
        business or operations of cVideo.
  4.11.5  cVideo
        has not requested any private letter ruling of the Internal Revenue Service
        or
        comparable ruling of other Governmental Authorities.
  4.11.6  The
        Tax
        Returns of cVideo for the fiscal years ended 2005 and 2004, complete and
        correct
        copies of which are attached to Section 4.11.6 of the cVideo Disclosure
        Schedule, list all deductions giving rise to any current-year Tax loss set
        forth
        on the applicable Tax Returns and the amount of each such Tax loss in each
        jurisdiction.
  4.11.7  Except
        for the group for which cVideo is presently a member, if any, cVideo has
        never
        been a member of an affiliated group of corporations, within the meaning
        of
        Section 1504 of the Code, other than as a common parent corporation, within
        the meaning of Section 1504 of the Code (or any similar provision of state
        or local law), except where cVideo was the common parent corporation of such
        affiliated group.
  4.11.8  cVideo
        has no liability for the Taxes of any person other than any of cVideo under
        Regulation Section 1.1502-6 (or any similar provision of state, local or
        foreign law), as a transferee or successor, by contract or
        otherwise.
  4.11.9  All
        elections with respect to the Tax Returns are reflected in the Tax Returns.
  4.11.10  cVideo
        is
        not or has not been, a United States real property holding corporation (as
        defined in section 897(c)(2) of the Code) during the applicable period
        specified in section 897(c)(1)(A)(ii) of the Code.
  4.11.11  cVideo
        is
        nor or has nor been a party to any joint venture, partnership, or other
        agreement that would be treated as a partnership for U.S. federal income
        tax
        purposes.
  4.11.12  cVideo
        has not participated in an international boycott as defined in Section 999
        of the Code (or any similar provision of state, local or foreign
        law).
  4.11.13  As
        used
        in this Agreement, “Tax Returns” means all federal, state, local and foreign Tax
        returns, declarations, schedules, information returns, reports and forms,
        and
        any amendments to any of the foregoing relating to Taxes, required to be
        filed
        with any Governmental Authority responsible for the imposition or collection
        of
        Taxes.
  4.11.14  As
        used
        in this Agreement, “Tax” or “Taxes” means (i) any federal, state, county,
        local or foreign taxes, charges, fees, levies or other assessments, including
        all net income, gross income, premium, sales and use, ad valorem, transfer,
        gains, profit, windfall profits, excise, franchise, real and personal property,
        gross receipts, capital stock, production, business and occupation, employment,
        disability, payroll, license, estimated, customs duties, severance or
        withholding taxes, other taxes or similar charges of any kind imposed by
        a
        Governmental Authority and includes any interest and penalties (civil or
        criminal) on or additions to any such taxes or in respect of a failure to
        comply
        with any requirement relating to any Tax Return and any expenses incurred
        in
        connection with the determination, settlement or litigation of any tax
        liability.
  4.12  Intellectual
        Property .
  4.12.1  Set
        forth
        in Section 4.12.1 of the cVideo Disclosure Schedule is an accurate and
        complete list of (i) all foreign and domestic patents, patent applications,
        invention disclosures, trademarks, service marks, trade names, internet domain
        names (and any registrations or applications for registration for any of
        the
        foregoing trademarks, service marks, trade names and internet domain names)
        and
        all copyright applications and registrations and all other material Intellectual
        Property rights owned by cVideo, (ii) all agreements with respect to which
        cVideo received gross revenue of at least $5,000 during the 18-month period
        from
        January 1, 2004 to June 30, 2005, which concern any of its
        Intellectual Property, and (iii) all material non-customer agreements to
        which cVideo is a party which concerns any of its Intellectual
        Property.
  4.12.2  With
        regard to Intellectual Property:
  (i)  To
        the
        Knowledge of the Seller Parties, cVideo owns the Intellectual Property free
        and
        clear of any Encumbrances, or has sufficient rights to use the Intellectual
        Property as it is currently being used by cVideo;
  (ii)  No
        written claim of invalidity or ownership with respect to the Intellectual
        Property has been received by cVideo from any third party and no Intellectual
        Property is the subject of any pending or threatened Action;
  (iii)  To
        the
        Knowledge of the Seller Parties, neither cVideo nor any licensee of cVideo
        is
        infringing or has infringed any domestic or foreign patent, trademark, service
        mark, trade name, or copyright or design right, or has misappropriated or
        improperly used or disclosed any trade secret, confidential information or
        know-how;
  (iv)  All
        fees,
        annuities, royalties, honoraria and other payments which are due from cVideo
        on
        or before the date of this Agreement for any of the Intellectual Property
        have
        been paid;
  (v)  To
        the
        Knowledge of the Seller Parties, except as limited by the terms of any license
        relating thereto, the making, using, selling, manufacturing, marketing,
        licensing, reproduction, distribution, disposal, modification, display,
        transmission or publishing of any process, machine, manufacture, composition
        of
        matter, or material related to any part of the Intellectual Property does
        not
        and will not infringe in any material respect any domestic or foreign patent,
        trademark, service mark, trade name, copyright, moral right or other
        intellectual property right of any third party, and does not and will not
        involve the misappropriation or improper use or disclosure of any trade secrets,
        confidential information or know-how of any third party;
  (vi)  To
        the
        Knowledge of the Seller Parties, no unexpired foreign or domestic patents
        or
        patent applications exist that are adverse to the interests of cVideo;
  (vii)  To
        the
        Knowledge of the Seller Parties, there exists no (A) prior act of cVideo or
        any third party that would void or invalidate any of the Intellectual Property
        or (B) conduct or use by cVideo or any third party that would void or
        invalidate any of the Intellectual Property; and
  (viii)  The
        execution, delivery and performance of this Agreement by cVideo and the
        Stockholders, and the consummation of the transactions contemplated hereby,
        will
        not materially breach, violate or conflict with any instrument or agreement
        relating to the Intellectual Property to which cVideo is a party, will not
        cause
        the forfeiture or termination or give rise to a right of forfeiture or
        termination of any of the Intellectual Property or in any way impair the
        right
        of cVideo, to make, use, sell, license or dispose of, distribute, modify,
        display or transmit or to bring any action for the infringement of, any
        Intellectual Property.
  4.12.3  cVideo
        has taken commercially reasonable steps to safeguard and maintain the secrecy
        and confidentiality of (i) all trade secrets and (ii) to the extent
        required by Applicable Law, patent applications and their related inventions
        prior to the issuance of a patent registration contained in the Intellectual
        Property.
  4.12.4  As
        used
        in this Agreement, “Intellectual Property” means all domestic or foreign
        patents, patent applications, inventions (whether or not patentable), processes,
        products, technologies, discoveries, copyrightable and copyrighted works,
        apparatus, trade secrets, trademarks, logos, know-how, internet domain names,
        copyrights, trademark registrations and applications, service marks, service
        mark registrations and applications, trade names, trade dress, copyright
        registrations, customer lists, marketing and customer information, licenses,
        technical information (whether confidential or otherwise), software, and
        all
        documentation thereof, in each case that is owned by, or licensed to cVideo
        (other than third-party “click wrap or “shrink wrap” software licenses, as to
        which cVideo makes no representations or warranties) on the date
        hereof.
  4.13  Title
        to Assets and Properties .
        cVideo
        has good, valid, and marketable title to, or a valid leasehold interest in,
        and
        unrestricted possession (other than under the terms of relevant leases) of,
        the
        assets and properties used by cVideo, located on its premises or shown on
        the
        cVideo Financial Statements, free and clear of all Encumbrances, except for
        assets and properties disposed of in the ordinary course of business since
        January 1, 2005. Such assets and properties are sufficient to carry on the
        business of cVideo as it is currently being conducted and as it is proposed
        to
        be conducted.
  4.14  Employee
        Benefit Plans .
  4.14.1  With
        respect to each cVideo Plan, cVideo has made available to SYS a correct and
        substantially complete copy of the following (where applicable): (i) each
        writing constituting a part of such cVideo Plan, including without limitation
        all plan documents, benefit schedules, trust agreements, and insurance contracts
        and other funding vehicles; (ii) the three most recently filed Annual
        Reports (Form 5500 Series) and accompanying schedules, if any; (iii) the
        current summary plan description, if any; (iv) the most recent annual
        financial report, if any; and (v) the most recent determination letter from
        the Internal Revenue Service, if any.
  4.14.2  The
        Internal Revenue Service has issued a favorable determination letter with
        respect to each cVideo Plan that is intended to be a Qualified Plan and,
        to the
        Knowledge of the Seller Parties, there are no existing circumstances or any
        events that have occurred that could adversely affect the qualified status
        of
        any cVideo Plan that is a Qualified Plan or the related trust.
  4.14.3  All
        contributions required to be made by cVideo to any cVideo Plan by Applicable
        Laws or by any cVideo Plan document or other contractual undertaking, and
        all
        premiums due or payable with respect to insurance policies funding any cVideo
        Plan, for any period through the date hereof, have been made or paid in
        full.
  4.14.4  Each
        cVideo Plan has been maintained and administered in material compliance with
        its
        terms and Applicable Law, including ERISA and the Code. There is not now,
        and
        there are no existing circumstances that could reasonably be expected to
        give
        rise to, any requirement for the posting of security with respect to a cVideo
        Plan or the imposition of any Encumbrance on the assets of cVideo under ERISA
        or
        the Code with respect to a cVideo Plan.
  4.14.5  cVideo
        has not, at any time within six years before the date hereof, maintained,
        contributed to or been obligated to contribute to any Multiemployer Plan
        or
        Multiple Employer Plan or any plan covered by Section 412 of the Code or
        Title IV of ERISA.
  4.14.6  To
        the
        Knowledge of the Seller Parties, there does not now exist, and there are
        no
        existing circumstances that could reasonably be expected to result in, any
        Controlled Group Liability that would be a liability of cVideo following
        the
        Closing. Without limiting the generality of the foregoing, cVideo has not
        engaged in any transaction described in Section 4069 or Section 4204
        of ERISA.
  4.14.7  Except
        for health continuation coverage as required by Section 4980B of the Code
        or Part 6 of Title I of ERISA (or other Applicable Law pertaining to
        COBRA or Cal-COBRA), cVideo has no liability for life, health, medical or
        other
        welfare benefits to former employees or beneficiaries or dependents thereof
        and
        there has been no communication to employees of cVideo that promises or
        guarantees such employees retiree health or life insurance benefits or other
        retiree death benefits.
  4.14.8  Neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated hereby will result in, cause the accelerated vesting
        or delivery of, or increase the amount or value of, any payment or benefit
        to
        any employee, officer, director or consultant of cVideo (other than the
        acceleration of vesting of stock options or warrants which may, however,
        terminate upon the Closing). Without limiting the generality of the foregoing,
        no amount paid or payable by cVideo in connection with the transactions
        contemplated hereby, either solely as a result thereof or as a result of
        such
        transactions in conjunction with any other events, will be an “excess parachute
        payment” within the meaning of Section 280G of the Code.
  4.14.9  cVideo
        has not received written notice of any pending, and to the Knowledge of the
        Seller Parties there are no threatened, claims (other than claims for benefits
        in the ordinary course), lawsuits or arbitrations that have been asserted
        or
        instituted against the cVideo Plans, any fiduciaries thereof with respect
        to
        their duties to the cVideo Plans, or the assets of any of the trusts under
        any
        of the cVideo Plans that would reasonably be expected to result in any material
        liability of cVideo to the Pension Benefit Guaranty Corporation, the US
        Department of Treasury, the US Department of Labor or any Multiemployer
        Plan.
  4.14.10  Section 4.14.10
        of the cVideo Disclosure Schedule sets forth the names of all directors and
        officers of cVideo, the names of each employee of cVideo, and the total current
        salary, bonus eligibility, and fringe benefits and perquisites that each
        such
        director, officer and employee is expected to receive in the fiscal year
        ending
        December 31, 2005 based on current compensation arrangements.
        Section 4.14.10 of the cVideo Disclosure Schedule also sets forth the
        liability of cVideo for deferred compensation under any deferred compensation
        plan, excess plan or similar arrangement (other than pursuant to Qualified
        Plans) to each such director, officer and employee, together with the value,
        as
        of the date specified thereon, of the assets (if any) set aside in any grantor
        trust(s) to fund such liabilities. There are no other forms of compensation
        paid to any such director, officer or employee of cVideo. No officer, director,
        or employee of cVideo, or any immediate family member of any of the foregoing,
        provides or causes to be provided to cVideo any assets, services or facilities
        and cVideo does not provide or cause to be provided to any such officer,
        director, or employee, or any immediate family member of any of the foregoing,
        any assets, services or facilities.
  4.14.11  As
        used
        in this Agreement, the following terms have the meanings given
        below:
  (i)  “Benefit
        Obligation” means cVideo’s aggregate financial liability to provide all current,
        projected and contingent benefits to an employee, or such employee’s
        beneficiaries or dependents, as the case may be, under the terms of any of
        the
        cVideo Plans, regardless of whether an amount less than such aggregate financial
        liability is reflected on cVideo’s financial statements under applicable
        accounting rules.
  (ii)  “Controlled
        Group Liability” means any and all liabilities (i) under Title IV of ERISA,
        (ii) under section 302 of ERISA, (iii) under sections 412 and 4971 of
        the Code, (iv) resulting from a violation of the continuation coverage
        requirements of section 601 et seq. of ERISA and section 4980B of the Code
        or
        the group health plan requirements of Section 701 et seq. of ERISA, and
        (v) under corresponding or similar provisions of foreign laws or
        regulations, in each case other than pursuant to the cVideo Plans.
  (iii)  “ERISA”
        means the Employee Retirement Income Security Act of 1974, as amended.
  (iv)  “ERISA
        Affiliate” means, with respect to any entity, trade or business, any other
        entity, trade or business that is a member of a group described in
        Section 414(b), (c), (m) or (o) of the Code or
        Section 4001(b)(1) of ERISA that includes the first entity, trade or
        business, or that is a member of the same “controlled group” as the first
        entity, trade or business pursuant to Section 4001(a)(14) of ERISA. As of
        the date hereof, cVideo has no ERISA Affiliates.
  (v)  “cVideo
        Employee” means a person who is, as of the Closing Date, an active or inactive
        employee of cVideo.
  (vi)  “cVideo
        Plans” means all employee benefit plans, programs and other arrangements
        providing benefits to any current or former employee, officer, director or
        consultant (or any beneficiary or dependent thereof) in respect of services
        provided to cVideo, and whether covering one person or more than one person,
        sponsored or maintained by cVideo or to which cVideo contributes (or is
        obligated to contribute) or has any liability. Without limiting the generality
        of the foregoing, the term “cVideo Plans” includes each “employee pension
        benefit plan” as defined in Section 3(2) of ERISA, each “employee
        welfare benefit plan” as defined in Section 3(1) of ERISA, and each
        agreement, plan, program, fund, policy, contract or arrangement (whether
        written
        or unwritten) providing compensation, benefits, pension, retirement,
        superannuation, profit sharing, stock bonus, stock option, stock purchase,
        phantom or stock equivalent, bonus, thirteenth month, incentive, deferred
        compensation, hospitalization, medical, dental, vision, vacation, life
        insurance, death benefit, sick pay, disability, severance, termination,
        indemnity, redundancy pay, educational assistance, holiday pay, housing
        assistance, moving expense reimbursement, fringe benefit or similar employee
        benefits covering any employee, former employee, or the beneficiaries and
        dependents of any employee or former employee, regardless of whether it is
        mandated under local law, voluntary, private, funded, unfunded, financed
        by the
        purchase of insurance, contributory or non-contributory.
  (vii)  “Multiemployer
        Plan” means a “multiemployer plan” within the meaning of
        Section 4001(a)(3) of ERISA. As of the date hereof, cVideo has no
        Multiemployer Plans.
  (viii)  “Multiple
        Employer Plan” means a plan that has two or more contributing sponsors at least
        two of whom are not under “common control” within the meaning of
        Section 4063 of ERISA. As of the date hereof, cVideo has no Multiple
        Employer Plans.
  (ix)  “Qualified
        Plan” means a “qualified plan” within the meaning of Section 401(a) of
        the Code.
  4.15  Contracts .
  4.15.1  Section 4.15.1
        of the cVideo Disclosure Schedule lists each, and cVideo has provided SYS
        with correct and complete copies of each, Contract (“Contract” means all written
        or oral contracts, agreements, guarantees, licenses and executory commitments,
        other than cVideo Plans and real property leases) to which cVideo is a party
        as
        of the date hereof and which falls within any one or more of the following
        categories:
  (i)  Contracts
        not entered into in the ordinary course of cVideo’s business and that involve
        expenditures or receipts by cVideo of $5,000 per month;
  (ii)  joint
        venture, partnership, strategic alliances and other Contracts (however named)
        involving a sharing of profits, losses, costs or liabilities;
  (iii)  leases
        for equipment or other personal property assets;
  (iv)  Contracts
        with respect to which cVideo received gross revenue of at least $10,000 from
        the
        date of its incorporation through September 30, 2005;
  (v)  Contracts
        containing covenants purporting to limit the freedom of cVideo to compete
        in any
        line of business or in any geographic area or to hire any individual or group
        of
        individuals (including without limitation any software license agreements
        that
        authorize or permit cVideo to use the applicable software only in particular
        business lines, languages, or geographic areas);
  (vi)  Contracts
        providing for the settlement of disputed claims (including disputed dollar
        amounts) with third parties;
  (vii)  powers
        of
        attorney that are currently outstanding;
  (viii)  Contracts
        entered into other than in the ordinary course of business that contain or
        provide for an express undertaking to be responsible for consequential
        damages;
  (ix)  Contracts
        which contain minimum purchase conditions in excess of $10,000 or requirements
        or other terms that restrict or limit the purchasing relationships of cVideo;
  (x)  Contracts
        relating to any outstanding commitment for capital expenditures in the aggregate
        in excess of $25,000;
  (xi)  Contracts
        with any labor organization, union, employee representative or group of
        employees;
  (xii)  indentures,
        mortgages, promissory notes, loan agreements, guarantees of borrowed money,
        letters of credit or other agreements, instruments or commitments for the
        borrowing or the lending of money;
  (xiii)  Contracts
        providing for the creation of any Encumbrance upon any of the assets of
        cVideo;
  (xiv)  Contracts
        involving annual revenues to the business of cVideo in excess of 2.5% of
        cVideo’s annual revenues during either of its past two fiscal years;
  (xv)  Contracts
        providing for “earn-outs,”“savings guarantees,”“performance guarantees,” or
        other contingent payments involving more than $10,000 per year or $50,000
        over
        the term of the Contract;
  (xvi)  Contracts
        with or for the benefit of (A) any corporate affiliate of cVideo or
        (B) any immediate family member of any shareholder, director or officer of
        cVideo;
  (xvii)  Contracts
        involving payments by cVideo of more than $5,000 in any one month during
        the
        past 6 months;
  (xviii)  any
        Contracts that purport to limit the ability of the directors, officers, agents
        or employees of cVideo to engage in or continue any conduct, activity or
        practice relating to the business of cVideo, or assign to cVideo any rights
        to
        any invention, improvement or discovery;
  (xix)  any
        cost-sharing, tax-sharing or transfer pricing agreements between cVideo and
        any
        related or unrelated party;
  (xx)  each
        amendment, supplement and modification with respect to any of the foregoing;
        and
  (xxi)  any
        proposal to enter into any of the foregoing.
  4.15.2  All
        such
        Contracts are valid, binding and enforceable obligations of cVideo and each
        other party thereto.
  4.15.3  Neither
        cVideo nor any other party thereto is in violation of or in default in respect
        of, nor, to the Knowledge of the Seller Parties, has there occurred an event
        or
        condition which with the passage of time or giving of notice (or both) would
        constitute a default under or permit the termination of, any such Contract.
        cVideo has not received a notice or other communication claiming a breach
        on its
        part of any Contract or a right of offset against amounts due it under any
        Contract or a right of termination of any Contract. To the Knowledge of the
        Seller Parties, no employee of cVideo has attempted to direct any Contract
        to
        any third party.
  4.15.4  As
        of the
        date hereof, cVideo is not engaged in any renegotiation of and, to the Knowledge
        of the Seller Parties, neither cVideo nor any third party thereto has any
        outstanding rights to renegotiate, any material amounts paid or payable under
        such Contracts.
  4.16  Labor
        Matters .
  4.16.1  cVideo
        is
        not a party to any collective bargaining agreement or labor union contract
        and
        is not required to consult or negotiate with any local works council, union,
        labor board or any Governmental Authority concerning the transactions
        contemplated by the Agreement.
  4.16.2  Set
        forth
        in Section 4.16.2 of the cVideo Disclosure Schedule is a list of each
        agreement to which cVideo is a party pursuant to which any individual employed
        by cVideo or otherwise performing services primarily for cVideo receives
        compensation in excess of $20,000 per annum, and cVideo has furnished or
        made
        available to SYS complete and correct copies of any such agreements in writing.
        cVideo has not breached or otherwise failed to comply with any provisions
        of any
        agreement set forth therein and, to the Knowledge of the Seller Parties,
        there
        are no grievances outstanding thereunder. There is no labor strike, dispute
        or
        stoppage pending or, to the Knowledge of the Seller Parties, threatened against
        cVideo. To the Knowledge of the Seller Parties, no campaign or other attempt
        for
        recognition is pending by any labor organization or employee with respect
        to
        employees of cVideo.
  4.16.3  cVideo
        is
        in compliance with Applicable Laws and its own policies respecting employment
        and employment practices, terms and conditions of employment, wages and hours,
        equal opportunity, equal pay, civil rights, labor relations, immigration,
        occupational health and safety, and payroll and wage taxes.
  4.16.4  As
        of the
        date of this Agreement and except as required by Applicable Law, (i) cVideo
        is not a party to any outstanding employment agreements or contracts with
        officers, managers and directors (or foreign equivalents) or cVideo Employees
        that are not terminable at will, or that provide for the payment of any bonus
        or
        commission; and (ii) cVideo is not a party to any agreement, policy or
        practice that will require it to pay termination or severance pay to salaried,
        non-exempt or hourly cVideo Employees after the Closing.
  4.16.5  To
        the
        Knowledge of the Seller Parties, no employee of cVideo currently intends
        to
        terminate his employment with cVideo.
  4.17  Undisclosed
        Liabilities .
        cVideo
        has no liabilities or obligations of any nature, whether absolute, accrued,
        contingent, choate, inchoate or otherwise and whether due or to become due,
        other than (a) liabilities disclosed to SYS in the cVideo Financial
        Statements, and (b) liabilities contemplated by this Agreement and/or set
        forth in the cVideo Disclosure Schedule.
  4.18  Operation
        of cVideo’s Business; Relationships .
  4.18.1  Since
        the
        date of its incorporation, cVideo has not, except in the ordinary course
        of
        business consistent with past practice, engaged in any transaction which,
        if
        done after execution of this Agreement, would violate in any material respects
        Section 5.3.1.
  4.18.2  Since
        January 1, 2005, no customer of cVideo has indicated to cVideo that such
        customer will stop or decrease purchasing materials, products or services
        from
        cVideo and no supplier of cVideo has indicated to cVideo that such supplier
        will
        stop or decrease the supply of materials, products or services to
        cVideo.
  4.19  Permits .
        cVideo
        is in possession of all licenses, permits, easements, variances, exemptions,
        consents, certificates, approvals and orders legally required in each
        jurisdiction to own, lease and operate its properties and to carry on its
        business as currently conducted, including under any applicable Environmental
        Laws (collectively, the “Permits”) except where the failure to have a Permit
        would not have a material Adverse Effect on cVideo as a whole. cVideo has
        not
        received notice of any Action pending, and to the Knowledge of the Seller
        Parties, no Action is threatened, regarding any of the Permits which, if
        successful, would reasonably be expected to have a Material Adverse Effect
        on
        cVideo. cVideo is not in conflict with, or in default or violation of, any
        of
        the Permits, except for any such conflicts, defaults or violations which,
        individually or in the aggregate, would not reasonably be expected to have
        a
        Material Adverse Effect on cVideo.
  4.20  Real
        Property .
  4.20.1  cVideo
        does not own any real property.
  4.20.2  Section 4.20.2
        in the cVideo Disclosure Schedule lists each lease for real property to
        which cVideo is a party (each a “Lease”). cVideo does not sublease any real
        property. cVideo has delivered to SYS a substantially correct and complete
        copy
        of each Lease. With respect to each Lease:
  (i)  the
        Lease
        is legal, valid, binding, enforceable, and in full force and effect with
        respect
        to cVideo, and, to the Knowledge of the Seller Parties, with respect to the
        other party thereto, the Lease is legal, binding, enforceable, and in full
        force
        and effect;
  (ii)  no
        party
        to the Lease is in breach or default thereunder, and no event has occurred
        which, with notice or lapse of time, would constitute a breach or default
        or
        permit termination, modification, or acceleration thereunder;
  (iii)  cVideo
        has not, and to the Knowledge of the Seller Parties, no other party thereto
        has,
        repudiated any provision thereof;
  (iv)  cVideo
        has not received written notice of any disputes with respect thereto, and
        cVideo
        is not party to any oral agreements or forbearance programs in effect as
        to the
        Lease;
  (v)  cVideo
        has not assigned, transferred, conveyed, mortgaged, deeded in trust, or
        encumbered any interest in the leasehold; and
  (vi)  to
        the
        Knowledge of the Seller Parties, the facility leased under the Lease has
        received all approvals of Governmental Authorities (including Permits) required
        to be received by cVideo in connection with the operation thereof and have
        been
        operated and maintained by cVideo in accordance with Applicable
        Laws.
  4.21  Environmental
        Matters .
        With
        regard to environmental matters:
  4.21.1  The
        properties, operations and activities of cVideo are in compliance in all
        material respects with all applicable Environmental Laws and all past
        noncompliance of cVideo with any applicable Environmental Laws has been resolved
        without any pending, ongoing or future obligation, cost or
        liability;
  4.21.2  cVideo
        has not received notice of any pending Action by or before any court or
        Governmental Authority under any Environmental Law, and to the Knowledge
        of the
        Seller Parties, no such Action is pending or threatened and there is no basis
        for any present or future Action against it that may reasonably be likely
        to
        lead to any liability;
  4.21.3  There
        has
        been no release, discharge or emission of any Hazardous Material into the
        environment in material violation of applicable Environmental Laws by cVideo
        in
        connection with its currently leased or formerly leased properties or operations
        that would be reasonably likely to have a Material Adverse Effect on cVideo;
        and
  4.21.4  There
        has
        been no material exposure in violation of applicable Environmental Laws of
        any
        person or property to any Hazardous Material in connection with the properties,
        operations and activities of cVideo that would be reasonably likely to have
        a
        Material Adverse Effect on cVideo.
  4.21.5  For
        purposes of this Agreement, the term “Environmental Laws” means all federal,
        state, local or foreign laws relating to pollution or protection of human
        health
        or the environment (including, without limitation, ambient air, surface water,
        groundwater, land surface or subsurface strata), including, without limitation,
        laws relating to emissions, discharges, releases or threatened releases of
        Hazardous Materials into the environment, or otherwise relating to the
        manufacture, processing, distribution, use, treatment, storage, disposal,
        transport or handling of Hazardous Materials, as well as all authorizations,
        codes, decrees, demands or demand letters, injunctions, judgments, licenses,
        notices, orders, permits, plans or regulations issued, entered, promulgated
        or
        approved thereunder.
  4.21.6  For
        purposes of this Agreement, the term “Hazardous Materials” means chemicals,
        pollutants, contaminants, or industrial, toxic or hazardous substances or
        wastes
        as those terms are defined or identified in any Environmental Law or regulated
        by any Permit required by applicable Environmental Law, including but not
        limited to petroleum products or by-products, asbestos, and polychlorinated
        materials.
  4.22  Accounts
        Receivable .
        The
        accounts and notes receivable reflected in the cVideo Financial Statements
        (i) arose from bona fide sales transactions in the ordinary course of
        business and are payable on ordinary trade terms, (ii) are legal, valid and
        binding obligations of the respective debtors enforceable in accordance with
        their terms, (iii) are not subject to valid set-off or counterclaim, and
        (iv) are collectible in the ordinary course of business consistent with
        past practice in the amounts recorded thereof.
  4.23  Insurance .
        Section 4.23 of the cVideo Disclosure Schedule lists all insurance
        policies pursuant to which cVideo is presently insured and during each of
        the
        past three calendar years has been insured (each, an “Insurance Policy” and,
        collectively, the “Insurance Policies”). Each Insurance Policy is, in all
        material respects, in full force and effect in accordance with its terms
        and all
        premiums reflected on invoices received by cVideo to date have been paid
        in
        full. No written notice of cancellation with respect to any Insurance Policy
        has
        been received by cVideo and there is no existing default or event which,
        with
        the giving of notice or lapse of time or both, would constitute a default
        thereunder. cVideo is a “named insured” or an “insured” under each Insurance
        Policy. cVideo has not been refused any insurance, nor has the coverage of
        cVideo been limited, by any insurance carrier to which it has applied for
        insurance or with which it has carried insurance during the past three years.
        The Insurance Policies are of the type and in the amounts that would reasonably
        be expected to be maintained in the ordinary course of business for similarly
        situated companies in the same or a similar industry.
  4.24  Product
        or Service Warranty .
        Within
        the three years prior to the date hereof: (a) each product or service sold
        or delivered by cVideo has been in material conformity with any applicable
        express and implied warranties, (b) cVideo has no current liability for
        damages in connection with any such warranty (and there is no basis for any
        present or future Action against it that may reasonably be likely to lead
        to any
        liability) and (c) no product or service sold or delivered by cVideo is
        subject to any guaranty, warranty, or other indemnity beyond the applicable
        standard terms and conditions of sale given by cVideo, if any, or as required
        by
        Applicable Law.
  4.25  Data
        Protection Matters .
  4.25.1  cVideo
        has not received notice of any existing or pending, and to the Knowledge
        of the
        Seller Parties, there is no threatened, Action against cVideo by or before
        any
        court or Governmental Authority under any Data Protection Law.
  4.25.2  As
        used
        in this Agreement, the term “Data Protection Laws” means all federal, state,
        local or foreign laws, statutes, orders, rules, regulations, policies or
        guidelines, or judgments, decisions or orders entered by any Governmental
        Authority, relating to Personal Data.
  4.25.3  As
        used
        in this Agreement, the term “Personal Data” means any and all information that
        cVideo maintains or otherwise processes that relates to an identified or
        identifiable natural person, including employees, stockholders, customers,
        customers of customers, vendors, contractors, and other business partners
        of
        cVideo, and any employees of or contractors to any of the
        foregoing.
  4.26  Foreign
        Corrupt Practices Act .
  4.26.1  cVideo
        has not, to secure any improper advantage in order to obtain or retain business,
        directly or indirectly offered, paid, given, or promised to pay, or authorized
        the payment of, any money, offer, gift, or other thing of value,
        to:
  (i)  an
        officer or employee of any Governmental Authority, or any person acting in
        an
        official capacity for or on behalf of any Governmental Authority;
  (ii)  any
        political party or official thereof;
  (iii)  any
        candidate for political or political party office; or
  (iv)  any
        other
        individual or entity;
  while
        knowing or having reason to believe that all or any portion of such money
        or
        thing of value would be offered, given, or promised, directly or indirectly,
        to
        any person or entity listed in clauses (i) - (iii) above.
  4.26.2  cVideo
        maintains a system of internal accounting controls adequate to insure that
        it
        maintains no off-the-books accounts and that its assets are used only in
        accordance with its management’s directives.
  4.26.3  No
        product sold or service provided by cVideo has been directly or indirectly
        sold
        to or performed on behalf of Cuba, Iraq, Iran, Libya, or Sudan.
  4.27  Government
        Contracts .
        With
        respect to any Governmental Authority Contracts, whether entered into by
        cVideo
        as a prime contractor or as a subcontractor, there is, as of the date of
        this
        Agreement, no (a) civil fraud or criminal investigation by any Governmental
        Authority, (b) suspension or debarment proceeding (or equivalent
        proceeding), (c) request by a Governmental Authority for a contract price
        adjustment based on a claimed disallowance by the Defense Contract Audit
        Agency
        (or other applicable Governmental Authority) or claim of defective pricing,
        (d) dispute between cVideo or any prime contractor of cVideo and a
        Governmental Authority which, since the date of cVideo’s incorporation, has
        resulted in a government contracting officer’s final decision where the amount
        in controversy exceeds or is expected to exceed $10,000, (e) claim or
        request for equitable adjustment by cVideo or any prime contractor of cVideo
        against a Governmental Authority in excess of $10,000, or (f) any claim or
        assertion by a Governmental Authority that cVideo or any prime contractor
        of
        cVideo may have violated applicable rules regarding conflicts of interest
        or
        statutes, rules or regulations regarding the integrity of the purchase
        process.
  4.28  Relations
        with Governments .
        Neither
        cVideo, nor any director, officer, agent or employee of cVideo, has
        (a) used any funds for unlawful contributions, gifts, entertainment or
        other unlawful expenses related to political activity, (b) made any
        unlawful payment or offered anything of value to foreign or domestic government
        officials or employees or to foreign or domestic government officials or
        employees or to foreign or domestic political parties or campaigns,
        (c) made any other unlawful payment, or (d) violated any applicable
        export control, money laundering or anti-terrorism law or
        regulation.
  4.29  No
        Existing Discussions .
        As of
        the date of this Agreement, cVideo is not engaged, directly or indirectly,
        in
        any negotiations or discussions with any other party with respect to an
        acquisition of a controlling interest in cVideo or the assets of
        cVideo.
  4.30  Review
        of SYS SEC Documents .
        Each
        Stockholder has had the opportunity to review the SYS SEC Documents and has
        received from SYS any additional information which he or she has requested
        in
        connection with the execution, delivery, and performance of this Agreement.
        Each
        Stockholder, by reason of his or her business or financial experience, has
        the
        capacity to protect his or her own interests in connection with the transactions
        described in this Agreement.
  4.31  Interested
        Party Transactions .
        Other
        than as set forth on Schedule 4.31, to the Knowledge of the Seller Parties,
        no officer or director of cVideo (nor any person related by blood or marriage
        or
        other person in which any such person has or has had an interest) has or
        has
        had, directly or indirectly (i) any interest in any entity that furnished
        or sold, or furnishes or sells, services or products that cVideo furnishes
        or
        sells, or proposes to furnish or sell, or (ii) any interest in any entity
        that purchases from or sells or furnishes to cVideo any goods or services,
        or
        (iii) any beneficial interest in any contract, agreement, or commitment of
        cVideo; provided, however, that ownership of no more than 2.5% of the
        outstanding voting stock of a publicly traded corporation and no more than
        5% of
        the outstanding equity of any other entity shall not be deemed an “interest in
        any entity” for purposes of this Section 4.31. Schedule 4.31 contains
        a description of all indebtedness which currently exists, and any transactions
        which have occurred since January 1, 2005, between cVideo and any
        stockholder, director, or officer of cVideo.
  4.32  Board
        Recommendation .
        The
        board of directors of cVideo has (i) determined that this Agreement and the
        transactions contemplated herein, including the Acquisition, are fair to
        and in
        the best interests of the stockholders of cVideo, and (ii) resolved to
        recommend to the stockholders of cVideo that such holders approve this Agreement
        and the transactions contemplated herein, including the Acquisition (the
        “Acquisition Board Recommendation”).
  4.33  Payments
        to Stockholders and Others .
        Since
        January 1, 2005, cVideo has not paid any bonus or made any other payment
        (other than customary payments of salary, directors’ fees, and business expense
        reimbursements in the ordinary course of business) to any officer or director
        of
        cVideo. Since January 1, 2005, cVideo has not made any distribution to or
        for the benefit of any shareholder of cVideo.
  4.34  Disclosure .
        This
        Article IV, as modified by the cVideo Disclosure Schedule, does not contain
        a material misstatement of fact or omit to state of fact necessary to make
        the
        facts which are stated herein, taken as a whole, not materially
        misleading.
  **ARTICLE
        V**
 **COVENANTS
        OF THE PARTIES** ****
  5.1  Mutual
        Covenants .
  5.1.1  Reasonable
        Efforts; Notification
  (i)  Each
        of
        the parties agrees to use all commercially reasonable efforts to take, or
        cause
        to be taken, all actions, and to do, or cause to be done, and to assist and
        cooperate with the other parties in doing, all things necessary, proper or
        advisable to consummate and make effective, in the most expeditious manner
        practicable, the transactions contemplated by this Agreement, including
        (A) the obtaining of all other necessary actions or nonactions, waivers,
        consents, licenses, permits, authorizations, orders and approvals from
        Governmental Authorities and the making of all other necessary registrations
        and
        filings (including other filings with Governmental Authorities, if any),
        (B) the obtaining of all consents, approvals or waivers from third parties
        set forth in Schedule 4.5 of the cVideo Disclosure Schedule, and
        (C) the execution and delivery of any additional instruments necessary to
        consummate the transaction contemplated by this Agreement.
  (ii)  Notwithstanding
        anything to the contrary in this Agreement, (A) neither SYS nor any of its
        subsidiaries shall be required to hold separate (including by trust or
        otherwise) or to divest any of their respective businesses or assets, or
        to take
        or agree to take any action or agree to any limitation that could reasonably
        be
        expected to have a Material Adverse Effect on SYS after the Closing,
        (B) prior to the Closing, cVideo shall not be required to hold separate
        (including by trust or otherwise) or to divest any of their respective
        businesses or assets, or to take or agree to take any other action or agree
        to
        any limitation that could reasonably be expected to have a Material Adverse
        Effect on cVideo, (C) no party shall be required to take any action that
        would reasonably be expected to substantially impair the benefits expected,
        as
        of the date hereof, to be realized by such party from consummation of the
        Acquisition and (D) no party shall be required to waive any of the
        conditions to the Closing set forth in Article VI as they apply to such
        party.
  5.1.2  Public
        Announcements .
        The
        initial press release concerning the transactions contemplated hereby shall
        be a
        joint press release and shall be issued, upon the mutual agreement of cVideo
        and
        SYS, on or after the date of this Agreement. SYS and cVideo shall consult
        with
        each other before issuing, and give each other the opportunity to review
        and
        comment upon, any other press release or public statements with respect to
        the
        transactions contemplated by this Agreement, and shall not issue any such
        press
        release or make any such public statement prior to such consultation, except
        as
        may be required by Applicable Law, court process or by obligations pursuant
        to
        any listing agreement of SYS with any national securities exchange or national
        securities quotation system.
  5.1.3  Notices
        of Certain Events .
        Each
        party hereto shall promptly notify the other parties in writing of:
  (i)  the
        receipt by such party of any notice or other communication from any person
        alleging that the consent of such person is or may be required in connection
        with the transactions contemplated by this Agreement;
  (ii)  subject
        to any applicable legal restrictions, the receipt by such party of any notice
        or
        other communication from any Governmental Authority in connection with the
        transactions contemplated by this Agreement;
  (iii)  such
        party’s obtaining knowledge of any Actions commenced or threatened against,
        relating to or involving or otherwise affecting the other party hereto, as
        the
        case may be, which relate to the consummation of the transactions contemplated
        by this Agreement; and
  (iv)  such
        party’s obtaining knowledge of the occurrence, or failure to occur, of any event
        which occurrence or failure to occur will be likely to cause the conditions
        set
        forth in Article VI not to be satisfied; provided , however ,
        that no
        such notification shall affect the representations, warranties or obligations
        of
        the parties or the conditions to the obligations of the parties hereunder,
        or
        limit or otherwise affect the remedies available hereunder to the party
        receiving such notice.
  5.1.4  Notification .
        Between
        the date of this Agreement and the Closing Date, each party hereto shall
        promptly notify the other parties hereto in writing if such party becomes
        aware
        of any fact or condition that causes or constitutes a breach in any of its
        representations and warranties as of the date of this Agreement or any other
        date applicable to a representation or warranty as set forth herein. Should
        any
        such fact or condition require any change in the cVideo Disclosure Schedule,
        cVideo shall promptly deliver to SYS a written statement specifying such
        change.
        The election by SYS to close the Acquisition after receipt of any such changes
        shall be deemed to be SYS’ acceptance of such change to the cVideo Disclosure
        Schedule. Such delivery will not affect any rights of any party under any
        other
        provision of this Agreement. During the same period, each party shall promptly
        notify the other parties in writing if such party becomes aware of the
        occurrence of any breach of any covenant of such party in this Agreement
        or the
        occurrence of any event that may make the satisfaction of the conditions
        in
        Article 6 impossible or unlikely.
  5.2  Covenants
        of SYS .
  5.2.1  Employees
        and Employee Benefits .
        From
        and after the Closing, each cVideo employee who becomes an SYS employee shall,
        from the date of such employment, be entitled to participate in all SYS employee
        benefit plans in a manner and to the extent consistent with their position.
        From
        and after the Closing, SYS shall exercise commercially reasonable efforts
        to
        treat all service by such cVideo employees with cVideo prior to the Closing
        for
        all purposes as service with SYS (except for purposes of benefit accrual
        under
        defined benefit pension plans or to the extent such treatment would result
        in
        duplicative accrual on or after the Closing Date of benefits for the same
        period
        of service), and, with respect to any medical or dental benefit plan in which
        such cVideo Employees participate after the Closing Date, SYS shall exercise
        its
        best efforts to waive or cause to be waived any pre-existing condition
        exclusions and actively-at-work requirements ( provided , however ,
        that no
        such waiver shall apply to a pre-existing condition of any such cVideo Employee
        who was, as of the Closing, excluded from participation in a cVideo Plan
        by
        virtue of such pre-existing condition), and shall exercise its best efforts
        to
        provide that any covered expenses incurred on or before the Closing during
        the
        plan year of the applicable cVideo Plan in which the Closing Date **** occurs
        by
        such a cVideo Employee or such a cVideo Employee’s covered dependent shall be
        taken into account for purposes of satisfying applicable deductible, coinsurance
        and maximum out-of-pocket provisions after the Closing Date **** to
        the
        same extent as such expenses are taken into account for the benefit of similarly
        situated employees of SYS and subsidiaries of SYS.
  5.2.2  Registration .
  (i)  SYS
        will
        use commercially reasonable efforts to file a resale registration statement
        (the
“Registration Statement”) with the SEC with regard to all shares of SYS Common
        Stock issued or issuable pursuant hereto, for the benefit of cVideo or its
        assignees (each, a “Holder”), by March 31, 2006 (provided, however, that if
        business exigencies require a delay in such filing, the deadline shall be
        extended to February 28, 2007), and thereafter use commercially reasonable
        efforts to prosecute the Registration Statement to effectiveness. Following
        the
        effectiveness of the Registration Statement, and through the twelve month
        anniversary of the final issuance of SYS Common Stock pursuant to
        Section 2.2.2 hereof (the “Registration Period”), SYS will not voluntarily
        terminate the registration and, to the extent that the Registration Statement
        or
        the prospectus which is a part thereof requires amendment or supplement under
        the Securities Act of 1933, as amended (the “Act”) and the rules adopted
        thereunder, will exercise reasonable commercial efforts to keep such
        Registration Statement effective, including, without limitation, expeditiously
        amending or supplementing such Registration Statement, including the prospectus
        which is a part thereof.
  (ii)  At
        any
        time following the first issuance of SYS Common Stock under Section 2.2.2
        and continuing until the end of the Registration Period that the Registration
        Statement described in Section 5.2.2(i) has not been filed and SYS
        determines to register any of its SYS Common Shares, or to amend any filed
        registration which is not yet effective, either for its own account or for
        the
        account of a holder of SYS Common Shares or as a result of a holder of SYS
        Common Shares exercising demand registration rights, other than a registration
        (A) relating solely to SYS Common Shares registered on Form S-4 or
        Form S-8 (or any successor forms), or (B) with respect to which the
        SYS Common Shares held by the cVideo Stockholders would not be legally permitted
        to be included, then SYS shall:
  (A)  at
        least
        15 days prior to the filing of a Registration Statement, other than as set
        forth
        in (ii)(A) or (B) above, promptly give cVideo and/or each stockholder of
        cVideo
        holding SYS shares (each, an “Eligible Stockholder”) written notice thereof by
        registered or certified mail, courier or personal delivery; provided that
        no
        such notice shall be required in a non-underwritten registration, and all
        of
        such stock shall be registered thereon; and
  (B)  use
        commercially reasonable efforts to include in such registration (and any
        related
        qualification under blue sky laws or other compliance), and in any underwriting
        involved therein, all of the SYS Common Shares held by such Eligible Stockholder
        (the “Registrable Securities”) specified in a written request or requests, made
        within ten (10) days after receipt of such written notice from SYS by any
        Eligible Stockholder but only to the extent that such inclusion does not
        diminish the number of securities included by a holder of SYS Common Shares
        who
        has demanded such registration.
  (iii)  If
        the
        registration of which SYS gives notice is for a registered public offering
        involving an underwriting, SYS will so advise the Eligible Stockholders as
        part
        of the written notice given pursuant to subsection (ii)(A) above. In such
        event the right of any Eligible Stockholder to registration pursuant to
        subsection (ii) above shall be conditioned upon such Eligible Stockholder’s
        participation in such underwriting and the inclusion of such Eligible
        Stockholder’s Registrable Securities in the underwriting to the extent provided
        herein. The Eligible Stockholders proposing to distribute their Registrable
        Securities through such underwriting shall (together with SYS and the other
        holders of SYS Common Shares distributing their securities through such
        underwriting) enter into an underwriting agreement in customary form with
        the
        managing underwriter selected for such underwriting by SYS (or by the holders
        of
        SYS Common Shares who have demanded such registration). Notwithstanding any
        other provision of this Section 5.2.2, if the managing underwriter
        determines that marketing factors require a limitation of the number of SYS
        Common Shares to be underwritten, the managing underwriter may limit the
        number
        of SYS Common Shares to be included in such registration. SYS will so advise
        the
        Eligible Stockholders and any other holder of SYS Common Shares distributing
        their SYS Common Shares through the underwriting pursuant to piggyback
        registration rights similar to this Section 5.2.2, and the number of SYS
        Common Shares to be registered and other securities that may be included
        in the
        registration and underwriting shall be allocated among all stockholders in
        proportion, as nearly as practicable, to the respective amounts of registrable
        securities held by such stockholders and other securities held by other holders
        at the time of filing the registration statement. If any Eligible Stockholder
        disapproves of the terms of any such underwriting, he or she may elect to
        withdraw therefrom by written notice to SYS and the managing underwriter.
        Any
        Registrable Securities excluded or withdrawn from such underwriting shall
        be
        withdrawn from registration, and shall not be transferred in a public
        distribution prior to ninety (90) days after the effective date of the
        registration statement relating thereto.
  (iv)  SYS
        shall
        provide to each Eligible Stockholder a suitable number of prospectuses, and
        supplements thereto, as soon as possible following the effectiveness of the
        registration or the filing of the supplement, as the case may be.
  (v)  SYS
        shall
        have the right to terminate or withdraw any registration initiated by it
        under
        Section 5.2.2 prior to the effectiveness of such registration, but without
        prejudice to its obligation pursuant to this Section 5.2.2.
  (vi)  SYS
        shall
        bear the expenses associated with the registration of Registrable Securities
        pursuant to this Section 5.2.2 exclusive of underwriters’ and brokers’
discounts and commissions and expenses of the Stockholders’ legal
        counsel.
  5.3  Covenants
        of cVideo .
        cVideo
        agrees and warrants that:
  5.3.1  Conduct
        of cVideo’s Operations .
        During
        the period from the date of this Agreement to the Closing Date, or the date,
        if
        any, on which this Agreement is earlier terminated pursuant to Section 7.1,
        and except as may otherwise be agreed in writing by the parties, cVideo shall
        conduct its operations in the ordinary course of business consistent with
        past
        practice, except as expressly contemplated by this Agreement, and shall use
        its
        commercially reasonable efforts to maintain and preserve its business
        organization and its rights and franchises and to retain the services of
        its
        officers and key employees and maintain relationships with customers, suppliers,
        lessees, licensees and other third parties, and to maintain all of its operating
        assets in their current condition (normal wear and tear excepted). Without
        limiting the generality of the foregoing, during the period from the date
        of
        this Agreement to the Closing Date, or the date, if any, on which this Agreement
        is earlier terminated pursuant to Section 7.1, cVideo shall not, except as
        otherwise expressly contemplated by this Agreement and the transactions
        contemplated hereby or with the prior written consent of SYS:
  (i)  directly
        or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise
        dispose of any of its property or assets other than in the ordinary course
        of
        business consistent with past practice;
  (ii)  adopt
        or
        propose any changes in the cVideo Articles or the cVideo Bylaws, other than
        as
        such amendments to the rights, privileges and preferences to the Series 1
        or Series 2 Preferred Stock as may be necessary or desirable to obtain
        consent to the Acquisition;
  (iii)  merge
        or
        consolidate with any other person;
  (iv)  acquire
        a
        material amount of assets or capital stock of any other person outside of
        the
        ordinary course of business consistent with past practice;
  (v)  make
        any
        borrowings, incur, create, assume or otherwise become liable for any
        indebtedness for borrowed money or assume, guarantee, endorse or otherwise
        as an
        accommodation become responsible or liable for the obligations of any other
        individual, corporation or other entity, other than in the ordinary course
        of
        business, consistent with past practice;
  (vi)  create
        any subsidiaries;
  (vii)  enter
        into or modify any employment, severance, termination or similar agreements
        or
        arrangements with, or grant any bonuses, salary increases, severance or
        termination pay to, any officer, director, consultant or employee other than
        pursuant to Applicable Law or contractual commitments existing as of the
        date
        hereof in the ordinary course of business consistent with past practice
        (provided past practices shall not be deemed to include actions taken in
        connection with the Acquisition) or grant any increase in the compensation
        or
        benefits of directors, officers, employees, consultants or agents of cVideo
        or
        grant, re-price, or accelerate the exercise or payment of any cVideo options
        or
        warrants or other equity-based awards other than increases in the ordinary
        course of business consistent with past practice;
  (viii)  enter
        into, adopt or amend any cVideo Plan, except as may be required by Applicable
        Law;
  (ix)  take
        any
        action that could give rise to severance benefits payable to any officer
        or
        director of cVideo as a result of consummation of the transactions contemplated
        by this Agreement;
  (x)  change
        any method or principle of accounting in a manner that is inconsistent with
        past
        practice except to the extent required by generally accepted accounting
        principles as advised by cVideo’s regular independent accountants;
  (xi)  settle
        any Actions, whether now pending or hereafter made or brought involving,
        individually or in the aggregate, an amount in excess of $50,000 other than
        settlement in the ordinary course of business or in accordance with their
        terms,
        of liabilities disclosed, reflected or reserved against in the most recent
        cVideo financial statements (or the notes thereto) or incurred since the
        date of
        such financial statements in the ordinary course of business;
  (xii)  modify,
        extend, amend or terminate, or waive, release or assign any rights or claims
        with respect to, any Contract set forth in Section 4.15 in the cVideo
        Disclosure Schedule;
  (xiii)  enter
        into any confidentiality agreements or arrangements other than in the ordinary
        course of business consistent with past practice;
  (xiv)  write
        up,
        write down or write off the book value of any assets, individually or in
        the
        aggregate, in excess of $20,000 except for depreciation and amortization
        in
        accordance with generally accepted accounting principles consistently
        applied;
  (xv)  incur
        or
        commit to any capital expenditures in excess of $5,000 individually or $10,000
        in the aggregate, excluding capital expenditures provided for or contemplated
        by
        the capital budget approved by cVideo’s board of directors prior to the date
        hereof and as set forth in Section 5.3(b)(xvi) in the cVideo Disclosure
        Schedule;
  (xvi)  make
        any
        payments in respect of policies of directors’ and officers’ liability insurance
        (premiums or otherwise) other than premiums paid in respect of its current
        or
        renewed or replacement policies;
  (xvii)  take
        any
        other action that could likely result in the representations and warranties
        set
        forth in Article IV becoming false or inaccurate in any material
        respect;
  (xviii)  enter
        into or carry out any other transaction other than in the ordinary and usual
        course of business;
  (xix)  make
        or
        revoke any Tax election, file any amended Tax Return, or settle any audit
        or
        other proceeding with any Tax authority;
  (xx)  enter
        into any agreement to purchase, or to lease for a term in excess of one year,
        any real property, provided that cVideo (A) may, as a tenant, or a
        landlord, renew any existing lease for a term not to exceed eighteen months
        and
        (B) nothing herein shall prevent cVideo, in its capacity as landlord, from
        renewing any lease pursuant to an option granted prior to the date hereof;
        or
  (xxi)  agree
        in
        writing or otherwise to take any of the foregoing actions.
  5.3.2  Access
        to Information; Confidentiality .
        Upon
        reasonable notice, cVideo shall afford to the officers, employees, accountants,
        counsel, financial advisors and other representatives of SYS reasonable access
        during normal business hours, during the period prior to the Closing Date,
        to
        such of its properties, books, contracts, commitments, records, all other
        information and data, officers and employees as SYS may reasonably request
        and,
        during such period, cVideo shall furnish promptly to SYS (a) a copy of each
        report, schedule, and other document filed, published, announced or received
        by
        it during such period pursuant to the requirements of Applicable Laws (other
        than documents which such party is not permitted to disclose under Applicable
        Laws), and (b) consistent with its legal obligations, all other information
        concerning it and its business, properties and personnel as SYS may reasonably
        request; provided , however ,
        that
        cVideo may restrict the foregoing access to the extent that it reasonably
        concludes, after consultation with outside legal counsel, that (i) any
        Applicable Law requires cVideo to restrict access to any properties or
        information, (ii) providing such access would result in the loss of the
        attorney-client privilege, (iii) such documents discuss the pricing or
        dollar value of the transactions contemplated by this Agreement, (iv) such
        documents contain competitively sensitive information, the sharing of which
        could constitute a violation of any applicable antitrust laws or (v) such
        disclosure is reasonably likely to result in a breach of or default under
        any
        contract or agreement to which cVideo is a party. Each party shall make all
        commercially reasonable efforts to minimize disruption to the business of
        the
        other party and its subsidiaries which may result from the requests for data
        and
        information hereunder. All requests for access and information shall be
        coordinated through senior executives of the parties to be
        designated.
  5.3.3  No
        Solicitation .
        Until
        the termination of this Agreement:
  (i)  cVideo
        will not, and will not permit or cause any of its directors or officers of
        cVideo, and will direct cVideo’s employees, agents and representatives not to,
        directly or indirectly, solicit, initiate, encourage, or furnish or disclose
        non-public information in furtherance of, or otherwise facilitate any inquiries
        that may be reasonably expected to lead to, the making of any proposal or
        offer
        with respect to a merger, reorganization, share exchange, consolidation,
        or
        similar transaction involving, or any purchase of 10% or more of the assets
        or
        any equity of, cVideo or any other business combination other than the
        transactions contemplated by this Agreement (any such proposal or offer,
        an
“Acquisition Proposal”).
  (ii)  cVideo
        will not, and will not permit or cause any of its officers or directors to,
        and
        shall direct its employees, agents and representatives not to, directly or
        indirectly, engage in any negotiations concerning, or provide any confidential
        information or data to, or have any discussions with, any person relating
        to an
        Acquisition Proposal, whether such Acquisition Proposal arises or has arisen
        before or after the date of this Agreement, or otherwise facilitate any effort
        or attempt to make or implement an Acquisition Proposal.
  (iii)  cVideo
        will immediately cease all existing activities, discussions and negotiations
        with any parties conducted heretofore with respect to any Acquisition Proposal
        and request the return of all confidential information regarding such party
        provided to any such parties prior to the date hereof pursuant to the terms
        of
        any confidentiality agreements or otherwise. cVideo will notify SYS immediately
        if any such inquiries, proposals, or offers are received by, any such
        information is requested from, or any such discussions or negotiations are
        sought to be initiated or continued with, any of its representatives indicating,
        in connection with such notice, the name of such person and the material
        terms
        and conditions of any proposals or offers and thereafter shall keep SYS
        informed, on a reasonably current basis, on the status and terms of any such
        proposals or offers and the status of any such negotiations or
        discussions.
  5.3.4  Unfair
        Competition .
        For a
        period of two (2) years after the Closing Date, cVideo, Tumini, Faller and
        Sulpizio (the “Covenanting Stockholders”) agree that he or she will not, without
        the prior written consent of SYS, directly or indirectly (whether on his
        or her
        own behalf or as an owner, parent, stockholder, partner, joint venturer,
        investor, member, officer, director, agent, independent contractor, associate,
        executive, consultant or licensor) compete with the Business anywhere within
        California and all other states in which cVideo has offices or customers
        as of
        the Closing Date (the “Territory”) by carrying on, being engaged in, or taking
        part in the Business in any manner, provided that Tumini may provide
        applications and products not competitive with the Business.
  (i)  For
        a
        period of two (2) years after the Closing Date, cVideo and the Covenanting
        Stockholders agree that he or she will not, without the prior written consent
        of
        SYS, directly or indirectly (whether on his or her own behalf or as an owner,
        parent, stockholder, partner, joint venturer, investor, member, officer,
        director, agent, independent contractor, associate, executive, consultant
        or
        licensor) (1) accept Business, whether solicited or not, from any current
        or future customer or client of cVideo or its subsidiaries and affiliates,
        and
        (2) solicit, divert, take away, or attempt to solicit, divert, take away,
        any prospective or current customer, client, supplier, or distributor of
        cVideo
        or its subsidiaries and affiliates, with whom he had material business contact,
        for the purpose of competing in the Business with SYS or its subsidiaries
        and
        affiliates.
  (ii)  For
        a
        period of two (2) years after the Closing Date, cVideo and each Stockholder
        agree that he or she will not, directly or indirectly (whether on his or
        her own
        behalf or as an owner, parent, stockholder, partner, joint venturer, investor,
        member, officer, director, agent, independent contractor, associate, executive,
        consultant or licensor) solicit or encourage to leave the employ of SYS or
        its
        subsidiaries any employee or independent contractor of the cVideo division
        of
        SYS.
  (iii)  cVideo
        and each Covenanting Stockholder acknowledge that the restrictions and covenants
        set forth above are reasonably necessary to protect the goodwill and other
        legitimate business interests of SYS and its subsidiaries, including the
        goodwill acquired by SYS as a consequence of the closing of the Acquisition
        described in this Agreement, and are not overbroad, overlong, or unfair
        (including in duration and scope). Each Covenanting Stockholder also
        acknowledges that any breach of these covenants would cause SYS serious,
        irreparable injury or loss.
  (iv)  cVideo
        and each Stockholder agree that SYS (or its subsidiaries or affiliates) will
        be
        entitled to immediate injunctive relief for any breach or threatened breach
        of
        this Section 5.3.5, and that a restraining order and/or an injunction may
        be issued against each Stockholder, in addition to any other rights or remedies
        at law SYS (or its subsidiaries or affiliates) may have.
  (v)  SYS
        acknowledges and agrees that Sulpizio is a member of the board of directors
        of
        QUALCOMM, Inc. (“QUALCOMM”) and Resmed, Inc. (“Resmed”), and an officer of a
        subsidiary of QUALCOMM, and nothing in this Agreement shall in any manner
        be
        deemed to prohibit or restrict his involvement with QUALCOMM, Resmed or their
        respective subsidiaries or affiliates.
  5.3.5  cVideo
        Stockholders Meeting .
        cVideo
        shall take all actions required by applicable law, the cVideo Articles and
        the
        cVideo Bylaws to duly call, give notice of, convene and hold a special meeting
        of cVideo stockholders (the “cVideo Stockholders Meeting”), or to cause an
        action by written consent by the holders of a majority of each outstanding
        class
        of cVideo capital stock (and thereafter to provide any required notice of
        such
        action to be provided), on the earliest practicable date to consider and
        vote
        upon approval of this Agreement and the transactions contemplated
        hereby.
  5.3.6  Cubic
        Covenant .
        Effective as of the Closing, Cubic agrees to forever waive, discharge and
        release all of its rights under that Royalty Agreement dated August 31,
        1999 with cVideo.
  **ARTICLE
        VI**
 **CONDITIONS**
  6.1  Conditions
        to the Obligations of Each Party .
        The
        obligations of SYS, cVideo and the Stockholders to consummate this Agreement
        shall be subject to the satisfaction or waiver of the following conditions:
  6.1.1  This
        Agreement and the transactions contemplated hereby shall have been approved
        and
        adopted by the holders of each class of cVideo capital stock in the manner
        required by applicable law.
  6.1.2  No
        provision of any Applicable Law or regulation and no judgment, injunction,
        order, decree, ruling, assessment or arbitration award of any Governmental
        Authority or arbitrator and any Contract with any Governmental Authority
        pertaining to compliance with Applicable Law shall prohibit or enjoin the
        consummation of the transactions contemplated by this Agreement or limit
        the
        ownership or operation by SYS, cVideo or any of their respective subsidiaries
        of
        any material portion of the businesses or assets of SYS or cVideo.
  6.1.3  There
        shall not be pending any Action (i) challenging or seeking to restrain or
        prohibit the consummation of transactions contemplated by this Agreement,
        (ii) seeking to prohibit or limit the ownership or operation by SYS, cVideo
        or any of their respective subsidiaries of, or to compel SYS, cVideo or any
        of
        their respective subsidiaries to dispose of or hold separate, any material
        portion of the business or assets of SYS, cVideo or any of their respective
        subsidiaries, as a result of the transactions contemplated by this Agreement,
        (iii) seeking to impose limitations on the ability of SYS to acquire or
        hold, or exercise full rights of ownership of, any shares of capital stock
        of
        cVideo or (iv) seeking to prohibit SYS or any Subsidiary of SYS from
        effectively controlling in any material respect the business or operations
        of
        SYS or the subsidiaries of SYS.
  6.1.4  The
        Board
        of Directors of SYS shall have determined that this Agreement and the
        transactions contemplated hereby are fair to and in the best interests of
        SYS
        and the SYS Stockholders and shall have ratified and approved the execution,
        delivery, and performance of this Agreement.
  6.2  Conditions
        to Obligations of cVideo
        and the Stockholders .
        The
        obligations of cVideo and the Stockholders to consummate the transactions
        contemplated hereby shall be subject to the fulfillment of the following
        conditions unless waived by cVideo:
  6.2.1  Each
        of
        the representations and warranties of SYS contained in this Agreement shall
        be
        true and correct in all material respects (but without regard to any materiality
        qualifications or references to Material Adverse Effect contained in any
        specific representation or warranty), in each case on the date of this Agreement
        and on and as of the Closing Date as though made on and as of the Closing
        Date
        (except for representations and warranties made as of some other specified
        date,
        in which case as of such specified date), except where any such failure of
        the
        representations and warranties to be true and correct, individually or in
        the
        aggregate, could not reasonably be expected to have a Material Adverse Effect
        on
        SYS, cVideo or the transactions contemplated by this Agreement.
  6.2.2  SYS
        (i) shall have performed or complied in all material respects with all
        agreements and covenants required to be performed by it under this Agreement
        at
        or prior to the Closing Date that are qualified as to Material Adverse Effect
        and (ii) shall have performed or complied in all material respects with all
        agreements and covenants required to be performed by it under this Agreement
        at
        or prior to the Closing that are not qualified as to Material Adverse Effect
        except where such non-performance or non-compliance individually or in the
        aggregate would not reasonably be expected to have a Material Adverse Effect
        on
        SYS.
  6.2.3  SYS
        shall
        have furnished the Stockholders with a certificate dated the Closing Date
        signed
        on behalf of it by the Chairman, President or any Vice President to the effect
        that the conditions set forth in Sections 6.2.1 and 6.2.2 have been
        satisfied.
  6.2.4  Since
        the
        date of this Agreement, there shall not have been any change in the assets,
        liabilities, business prospects, results of operations or financial condition
        of
        SYS that would constitute a Material Adverse Effect on SYS as of the Closing
        Date.
  6.3  Conditions
        to Obligations of SYS .
        The
        obligations of SYS to consummate the transactions contemplated hereby shall
        be
        subject to the fulfillment of the following conditions unless waived by SYS:
  6.3.1  Each
        of
        the representations and warranties of cVideo and the Stockholders contained
        in
        this Agreement shall be true and correct in all material respects (but without
        regard to any materiality qualifications or references to Material Adverse
        Effect contained in any specific representation or warranty), in each case,
        on
        the date of this Agreement and on and as of the Closing Date as though made
        on
        and as of the Closing Date (except for representations and warranties made
        as of
        some other specified date, in which case, as of such specified date), except
        where any such failure of the representations and warranties to be true and
        correct would not reasonably be expected to have a Material Adverse Effect
        on
        cVideo, SYS or the transactions contemplated by this Agreement.
  6.3.2  cVideo
        and the Stockholders (i) shall have performed or complied in all material
        respects with all agreements and covenants required to be performed by each
        of
        them under this Agreement at or prior to the Closing that are qualified as
        to
        Material Adverse Effect, (ii) shall have performed or complied in all
        material respects with all agreements and covenants required to be performed
        by
        them under this Agreement at or prior to the Closing that are not qualified
        as
        to Material Adverse Effect except where such non-performance or non-compliance
        would not reasonably be expected to have a Material Adverse Effect on cVideo,
        and (iii) the Board of Directors of cVideo and the majority of the
        stockholders of cVideo by class shall have approved the execution, delivery,
        and
        performance of this Agreement.
  6.3.3  cVideo
        and the Stockholders shall have furnished SYS with a certificate dated the
        Closing Date to the effect that the conditions set forth in Sections 6.3.1
        and 6.3.2 have been satisfied.
  6.3.4  Since
        the
        date of this Agreement, except as set forth in Section 4.10 of the cVideo
        Disclosure Schedule delivered as of such date, there shall not have been
        any
        change in the assets, liabilities, business prospects, results of operations
        or
        financial condition of cVideo that would constitute a Material Adverse Effect
        on
        cVideo as of the Closing Date.
  6.3.5  All
        consents, approvals, and waivers set forth in Section 4.5 of the cVideo
        Disclosure Schedule shall have been obtained by cVideo or waived by SYS.
  6.3.6  Effective
        as of the Closing Date, SYS shall have entered into an employment agreement
        and
        consulting agreement with Faller and Tumini, respectively, which agreements
        shall be satisfactory in form and substance to SYS.
  6.3.7  cVideo
        shall have provided SYS with a balance sheet of cVideo, dated as of the Closing
        Date, which shall be certified by the Chief Executive Officer and Chief
        Financial Officer of cVideo.
  6.3.8  cVideo
        shall have obtained the agreement of Arden Realty to a termination of its
        office
        lease as of not later than March 31, 2006, on terms satisfactory to SYS,
        and cVideo shall have reached a settlement with the trustee of the Mosler
        bankruptcy requiring a payment by cVideo of not more than $50,000.
  **ARTICLE
        VII**
 **TERMINATION
        AND AMENDMENT**
  7.1  Termination .
        This
        Agreement may be terminated prior to the Closing Date:
  7.1.1  By
        mutual
        written consent of SYS, cVideo and the Stockholders;
  7.1.2  By
        SYS,
        on the one hand, or cVideo and Stockholders, on the other hand:
  (i)  If
        there
        shall be any law or regulation that makes consummation of the transactions
        contemplated hereby illegal or otherwise prohibited, or if any judgment,
        injunction, order or decree of a court or other competent Governmental Authority
        enjoining SYS or the Stockholders from consummating the transactions
        contemplated hereby shall have been entered and such judgment, injunction,
        order
        or decree shall have become final and nonappealable;
  (ii)  If
        the
        transactions contemplated hereby shall not have been consummated before
        December 1, 2005; provided, however, that the right to terminate this
        Agreement under this Section 7.1.2 shall not be available to any party
        whose failure to perform any material covenant or obligation under this
        Agreement has been the cause of or resulted in the failure of the transactions
        contemplated hereby to occur on or before such date; or
  7.1.3  By
        SYS if
        cVideo or any Stockholder has breached any of his or her representations
        and
        warranties in Article IV of this Agreement and as a result thereof, the
        condition set forth in Section 6.3.1 could not be satisfied;
  7.1.4  By
        SYS if
        there has been any change in the assets, liabilities, business prospects,
        results of operations or financial condition of cVideo that would constitute
        a
        Material Adverse Effect on cVideo;
  7.1.5  By
        cVideo
        and the Stockholders if SYS shall have breached any of its representations
        and
        warranties in Article III of this Agreement and as a result thereof, the
        condition set forth in Section 6.2.1 could not be satisfied; or
  7.1.6  By
        cVideo
        and the Stockholders if there has been any change in the assets, liabilities,
        business prospects, results of operations or financial condition of SYS that
        would constitute a Material Adverse Effect on SYS.
  7.2  Effect
        of Termination .
        In the
        event of the termination of this Agreement pursuant to Section 7.1, this
        Agreement, except for the second sentence of Section 5.1.2 and
        Section 5.3.2, shall become void and have no effect, without any liability
        on the part of any party or such party’s directors, officers or stockholders.
        Notwithstanding the foregoing, nothing in this Section 7.2 shall relieve
        any party to this Agreement of liability for a material breach of any provision
        of this Agreement.
  **ARTICLE
        VIII**
 **GENERAL
        SURVIVAL** **AND INDEMNIFICATION**
  8.1  Survival
        of Representations and Warranties .
  8.1.1  The
        representations, warranties, covenants and agreements made herein by cVideo
        and
        the Stockholders shall survive, irrespective of any different survival period
        under any applicable statute of limitation, until September 30, 2007 (the
“Cut-Off Date”).
  8.1.2  Irrespective
        of any different survival period under any applicable statute of limitations,
        the representations, warranties, covenants and agreements made herein by
        SYS
        shall survive until the Cut-Off Date.
  8.1.3  This
        Section 8.1 shall not limit any covenant or agreement of the parties
        hereto, which by its terms contemplates performance after the Closing or
        after
        the termination of this Agreement.
  8.1.4  Notwithstanding
        any right of SYS to investigate the affairs of cVideo or of the Stockholders
        to
        investigate the affairs of SYS, SYS shall have the right to rely fully upon
        the
        representations, warranties, covenants and agreements contained in this
        Agreement, or in any instrument required to be delivered pursuant to this
        Agreement, and cVideo and the Stockholders shall have the right to rely fully
        upon the representations, warranties, covenants, and agreements of SYS contained
        in this Agreement or in any such instrument. No information or knowledge
        obtained by a party hereto in an investigation conducted by such party shall
        affect or be deemed to modify any representation or warranty of any other
        party
        contained herein or the conditions to the obligations of the parties to
        consummate the transactions contemplated by this Agreement. The right to
        any
        remedy based on a breach of the representations, warranties, covenants, and
        obligations of another party, will not be affected by any investigation
        conducted by a party with respect to, or any knowledge acquired (or capable
        of
        being acquired) at any time, whether before or after the execution and delivery
        of this Agreement or the Closing Date, about an accuracy or inaccuracy of
        or
        compliance with, any representation, warranty, covenant or obligation of
        any
        other party.
  8.2  Indemnification .
        From
        and after the Closing, cVideo and the Stockholders, jointly and severally,
        shall
        indemnify, defend (with counsel reasonably acceptable to SYS) and hold SYS
        and
        its subsidiaries and their respective officers, directors, shareholders,
        affiliates, employees, agents and other representatives (the “SYS Indemnified
        Parties”), harmless from and against any and all claims, demands, suits,
        actions, causes of actions, losses, damages, obligations, liabilities, costs
        and
        expenses (including, without limitation, reasonable attorneys' fees and court
        costs) (collectively, the “ Losses ”)
        arising as a result of or incurred in connection with (i) any breach by
        cVideo and/or Stockholders of any of their representations or warranties
        set
        forth in this Agreement and (ii) any failure by cVideo and/or the
        Stockholders to perform any of their covenants or agreements set forth in
        this
        Agreement. Losses may be obtained jointly and severally from the Stockholders;
        provided, however, that the liability of each Stockholder under this
        Section 8.2 shall be limited to the value of Earnout Consideration
        distributed to that Stockholder. Any Loss that results from a settlement
        of a
        third party claim against an SYS Indemnified Party shall be the subject of
        indemnification hereunder only if the settlement has been approved by Alfonso
        Tumini. The Stockholders may not settle any such claim unless the settlement
        provides for a full and complete release of the SYS Indemnified Parties and
        does
        not include equitable relief against, or payment from, any SYS Indemnified
        Party.
  **ARTICLE
        IX**
 **MISCELLANEOUS** ****
  9.1  Notices .
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given if delivered personally, sent by facsimile (with written
        confirmation of successful delivery) or dispatched by a nationally recognized
        overnight courier service to the parties at the following addresses (or at
        such
        other address for a party as shall be specified by like notice from such
        party
        to the other parties hereto):
  9.1.1  if
        to
        SYS:
  SYS
 5050
        Murphy Canyon Road, Suite 200
 San
        Diego, CA 92123
 Attention:
        Michael W. Fink, Secretary
 Facsimile:
        (858) 715-5510
 
 with
        a
        copy to:
  Luce,
        Forward, Hamilton & Scripps LLP
 600
        West
        Broadway, Suite 2600
 San
        Diego, CA 92101
 Attention:
        Otto E. Sorensen, Esq.
 Facsimile:
        (619) 645-5324
 
 9.1.2  if
        to
        cVideo and the Stockholders:
  Richard
        Sulpizio
 Sulpizio
        Family Trust
 8454
        El
        Paseo Grande
 La
        Jolla,
        CA 92037
 
 Cubic
        Corp.
 9333
        Balboa Ave.
 San
        Diego, CA 92123
 
 Nelson
        Faller
 Faller
        Family Trust
 15090
        Saddlebrook Lane
 Poway,
        CA
        92064
 
 Alfonso
        Tumini
 15444
        Harrow Lane
 Poway,
        CA
        92064
 
 with
        a
        copy to:
 
 Steven
        James Davis, a Professional Corporation
 1042
        N.
        El Camino Real, Suite B-261
 Encinitas,
        CA 92024-1322
 Attention:
        Steven J. Davis, Esq.
 Facsimile:
 
 9.2  Interpretation .
  9.2.1  When
        a
        reference is made in this Agreement to an Article or Section, such
        reference shall be to an Article or Section of this Agreement unless
        otherwise indicated. The headings, the table of contents and the index of
        defined terms 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.”
  9.2.2  For
        the
        purposes of any provision of this Agreement, a “Material Adverse Effect” with
        respect to any party shall be deemed to occur if any event, change or effect
        has
        occurred which has a material adverse effect on the business, assets (including
        intangible assets), liabilities (contingent or otherwise), results of
        operations, business prospects, or financial condition of such party taken
        as a
        whole, or a material adverse effect on the ability of such party to timely
        perform its obligations under this Agreement and the other transaction documents
        contemplated hereby; provided , however ,
        none of
        the following shall be deemed in themselves, either alone or in combination,
        to
        constitute, and none of the following shall be taken into account in determining
        whether there has been, a Material Adverse Effect:
  (i)  with
        respect to any party, any change in or effect upon the assets (including
        intangible assets), liabilities (contingent or otherwise), financial condition,
        business prospects, or results of operations of such party directly or
        indirectly arising out of or attributable to any decrease in the market price
        of
        SYS Common Shares (but not any change or effect underlying such decrease
        to the
        extent such change or effect would otherwise constitute a Material Adverse
        Effect on SYS);
  (ii)  with
        respect to any party, any change in or effect upon the assets (including
        intangible assets), liabilities (contingent or otherwise), financial condition,
        business prospects, or results of operations of such party directly or
        indirectly arising out of or attributable to (A) conditions, events, or
        circumstances generally affecting the economy of the United States, or
        (B) the general state of industries and market sectors in which such party
        operates; and
  (iii)  with
        respect to cVideo, any change in or effect upon the assets (including intangible
        assets), liabilities (contingent or otherwise), financial condition, or results
        of operations of cVideo directly or indirectly arising out of or attributable
        to
        the loss by cVideo of any of its business prospects or customers (including
        business of such business prospects or customers), suppliers or employees
        (including, without limitation, any financial consequence of such loss of
        customers (including business of such customers), suppliers or employees)
        due
        primarily to the transactions contemplated hereby or the public announcement
        of
        this Agreement, in each case arising after the date of this
        Agreement.
  9.2.3  For
        purposes of this Agreement, a “Subsidiary” when used with respect to any party
        means any individual partnership, firm, corporation, association, trust,
        unincorporated organization (including any representative office or branch)
        or
        other entity under the laws of any jurisdiction, (i) of which such party or
        another subsidiary of such party is a general partner (excluding partnerships,
        the general partnership interests of which held by such party or the Subsidiary
        of such party do not have 50% or more of the voting interests in such
        partnership) or (ii) 50% or more of the securities or other interests of
        which having by their terms ordinary voting power to elect at least 50% of
        the
        board of directors or others performing similar functions with respect to
        such
        corporation or other organization is directly or indirectly owned or controlled
        by such party or one or more of its subsidiaries (or if there are no such
        voting
        securities or interests, 50% or more of the equity interests of which is
        directly or indirectly owned or controlled by such party or one or more of
        its
        subsidiaries).
  9.2.4  For
        purposes of this Agreement, “Affiliate” means a person that directly, or
        indirectly through one or more intermediaries, controls, is controlled by
        or is
        under common control with another person or beneficially owns or has the
        power
        to vote or direct the vote of 10% of more of the voting stock (or of any
        other
        form of general partnership, limited partnership or voting equity interest
        in
        the case of a person that is not a corporation) of such other person. For
        purposes of this definition, “control,” including the terms “controlling and
“controlled” means through the ownership of voting securities, by contract or
        credit arrangement, as trustee, partner or executor or otherwise.
  9.2.5  For
        purposes of this Agreement, “Knowledge” means with respect to SYS, the actual
        knowledge of Clifton L. Cooke, Edward M. Lake and Rob Babbush; with
        respect to cVideo, the actual knowledge of Tumini, Faller, Sulpizio, Patrick
        Luedke and Larry Horylev; and with respect to the Stockholders, the actual
        knowledge of each Stockholder.
  9.3  Counterparts .
        This
        Agreement may be executed in counterparts which may be delivered by facsimile
        transmission, which together shall constitute one and the same Agreement.
        The
        parties may execute more than one copy of the Agreement, each of which shall
        constitute an original.
  9.4  Entire
        Agreement .
        This
        Agreement (including the documents and the instruments referred to herein)
        constitute the entire agreement among the parties and supersede all prior
        agreements and understandings, agreements or representations by or among
        the
        parties, written and oral, with respect to the subject matter hereof and
        thereof; provided, however, that the parties’ nondisclosure/nonuse agreement
        shall survive, and shall also survive any termination of this
        Agreement.
  9.5  Third-Party
        Beneficiaries .
        Nothing
        in this Agreement, express or implied, is intended or shall be construed
        to
        create any third-party beneficiaries.
  9.6  Governing
        Law; Venue .
  9.6.1  This
        Agreement shall be governed by the laws of the State of California without
        regard to its conflict of laws rules, and any action arising out of or in
        connection with this Agreement or the Acquisition shall be brought only in
        the
        appropriate federal or state court in San Diego County, California. Each
        of the
        parties hereto agrees that a final judgment in any action or proceeding shall
        be
        conclusive and may be enforced in other jurisdictions by suit on the judgment
        or
        in any other manner provided by law.
  9.6.2  Each
        of
        the parties hereto irrevocably consents to the service of any summons and
        complaint and any other process in any other action or proceeding relating
        to
        this Agreement, on behalf of itself or its property, by the personal delivery
        of
        copies of such process to such party. Nothing in this Section 9.6 shall
        affect the right of any party hereto to serve legal process in any other
        manner
        permitted by law.
  9.7  Arbitration .
        The
        parties to this Agreement shall submit to binding arbitration before a single,
        neutral arbitrator of any dispute, controversy or claim arising out of, or
        relating to, the transactions contemplated by this Agreement or any breach
        hereof, provided , however ,
        that
        the parties retain their right to, and shall not be prohibited, limited or
        in
        any other way restricted from, seeking or obtaining equitable relief from
        a
        court having jurisdiction over the parties. Such arbitration shall be governed
        by and conducted through the American Arbitration Association in accordance
        with
        the Commercial Dispute Resolution Procedures. The arbitration hearing shall
        be
        held in San Diego, California at a place to be designated by the parties
        or, in the absence of their agreement, by the arbitrator.
  9.8  Specific
        Performance .
        The
        transactions contemplated by this Agreement are unique. Accordingly, each
        of the
        parties acknowledges and agrees that, in addition to all other remedies to
        which
        it may be entitled, each of the parties hereto is entitled to a decree of
        specific performance, provided such party is not in material default hereunder.
        The party prevailing in any proceeding seeking such a decree shall be entitled
        to payment of all reasonable legal fees and expenses by the non-prevailing
        party.
  9.9  Assignment .
        Neither
        this Agreement nor any of the rights, interests or obligations hereunder
        shall
        be assigned by any of the parties hereto (whether by operation of law or
        otherwise) without the prior written consent of the other parties, which
        consent
        shall not be unreasonably withheld. Subject to the preceding sentence, this
        Agreement shall be binding upon, inure to the benefit of and be enforceable
        by
        the parties and their respective successors and assigns. Additionally,
        notwithstanding the foregoing or anything to the contrary contained in this
        Agreement, SYS is specifically permitted to adopt a holding company structure
        pursuant to Section 251(g) of the Delaware General Corporation Law and
        assign this Agreement to the holding company or consummate SYS’s previously
        approved reincorporation into the State of Delaware, in which case the
        references herein to receipt and registration of actual and underlying SYS
        shares shall instead refer to the equivalent shares of the Delaware
        corporation.
  9.10  Expenses .
        All
        costs and expenses incurred in connection with this Agreement and the
        transactions contemplated hereby and thereby shall be paid by the party
        incurring such expenses; provided, however, that in the event of the Closing
        of
        the Acquisition, SYS shall pay up to $25,000 of legal fees and due diligence
        costs of cVideo.
  9.11  Severability .
        The
        invalidity or unenforceability in whole or in part of any covenant, promise
        or
        undertaking, or any section, subsection, sentence, clause, phrase, word,
        or any
        of the provisions of this Agreement will not affect the validity or
        enforceability of the remaining portions of this Agreement. If for any reason,
        any provision is determined to be invalid or in conflict with any existing,
        or
        future law or regulation by a court or agency having valid jurisdiction,
        such
        will not impair the operation or have any other effect upon such other
        provisions of this Agreement as may remain otherwise valid, and the latter
        will
        continue to be given full force and effect and bind the parties
        hereto.
  9.12  Amendment .
        This
        Agreement may be amended prior to the Closing Date only by agreement in writing
        executed by all of the parties hereto; provided , however ,
        that
        cVideo shall be entitled to provide written statements regarding new information
        as to the cVideo Disclosure Schedule, respectively, without the written consent
        of the other parties hereto.
  [Signature
        Page Follows]
  
 **IN
        WITNESS WHEREOF** ,
        SYS and
        the Stockholders have signed this Agreement as of the date first written
        above.
  **SYS**
 
 By:  ____________________________________
 Name:  Clifton
        L. Cooke
 Title:  President
 
 
 By:  ____________________________________
 Name:  Michael
        W. Fink
 Title:  Secretary
 
 **cVIDEO**
 
 By:  ____________________________________
 Name:  Alfonso
        Tumini
 Title:  President
        and Chief Executive Officer
 
 
 By:  ____________________________________
 Name:  Patrick
        Luedke
 Title:  Secretary
 
 **STOCKHOLDERS**
 
 __________________________________________
 Alfonso
        Tumini
 
 __________________________________________
 Nelson
        Faller, individually and as Trustee of the Faller Family Trust
 
 __________________________________________
 Richard
        Sulpizio, individually and as Trustee of the Sulpizio Family Trust
 
 Cubic
        Corporation
 
 
 By:  ______________________________
 Name:  John
        D.
        Thomas
 Title:  Vice
        President-Finance
 
 [Signature
        Page to Acquisition Agreement]
  
   **EXHIBIT A**
 
 List
        of
        Acquired Assets
 
  
  **EXHIBIT B**
 
 List
        of
        Assumed Liabilities
  
  **EXHIBIT C**
 
 List
        of
        Liabilities to be Paid at Closing
 **FIRST
          AMENDMENT TO**
 **ASSET
          PURCHASE AND SALE AGREEMENT**
  This
          First Amendment to Asset Purchase and Sale Agreement (this “Amendment”) is
          effective as of December 1, 2005 (“Effective Date”) by and among SYS, a
          California corporation (“SYS”), cVideo, Inc., a Delaware corporation (“cVideo”),
          Alfonso Tumini, an individual (“Tumini”), Nelson Faller, individually and as
          Trustee of the Faller Family Trust (“Faller”), Richard Sulpizio, individually
          and as Trustee of the Sulpizio Family Trust (“Sulpizio”), and Cubic Corporation,
          a Delaware corporation (“Cubic”), each of Tumini, Faller, Sulpizio and Cubic
          being a stockholder of cVideo. Such stockholders are referred to individually
          herein as a “Stockholder” and collectively as the “Stockholders.” cVideo and the
          Stockholders are sometimes collectively referred to herein as the “Seller
          Parties.”
  **RECITALS**
  A.  The
          parties have entered into that certain Asset Purchase and Sale Agreement
          dated
          November 10, 2005 (the “Agreement”); and
  B.  The
          parties desire to amend the Agreement pursuant to the terms and conditions
          of
          this Amendment.
  NOW,
          THEREFORE, in consideration of the foregoing premises and the mutual covenants
          and conditions set forth below, and for other good and valuable consideration,
          the receipt and sufficiency of which are hereby acknowledged, the parties
          agree
          as follows:
  1.  **Definitions** . Unless
          otherwise defined in this Amendment, all capitalized terms herein shall
          have the
          meanings ascribed to them in the Agreement.
  2.  **Acquisition
          Consideration** **.** Section
          2.1 of the Agreement is deleted in its entirety and replaced with the
          following:
  “2.1  Acquisition
          Consideration .
          At the
          Closing SYS shall pay $1,549,835.67 to the payees listed and in the amounts
          described on Exhibit
          C, and an
          additional $50,000 to cVideo for its own use (collectively, the $1,549,835.67
          and $50,000 are referred to as the “Acquisition Consideration”) .”
  3.  **Earnout
          Consideration** .
          Section
          2.2.1 of the Agreement is deleted in its entirety and replaced with the
          following:
  “2.2.1  If
          revenues from the Business (as that term is defined in Section 2.2.2) for
          the
          period between the Closing Date and June 30, 2006 exceed $1,450,000, then
          SYS
          shall pay, not later than August 15, 2006, an additional $165,389.33 to
          cVideo,
          with the understanding that cVideo intends to use this money in satisfaction
          of
          liabilities owed by cVideo to the persons and in the amounts described
          on
          Exhibit B as “Excluded Liabilities of cVideo, Inc. Balance Sheet as of December
          1, 2005”.”
  4.  **Executory
          Agreements** .
          Section
          2.4.2 of the Agreement is deleted in its entirety and replaced with the
          following:
  “2.4.2  Executory
          Agreements .
          The
          accounts payable and the executory portion of those contracts, leases,
          license
          agreements, commitments and other agreements which are listed on Exhibit B to this
          Agreement excluding the list of Excluded Liabilities of the cVideo, Inc.
          Balance
          Sheet as of December 1, 2005, and provided that Seller’s obligations specified
          on Exhibit C shall be
          paid at Closing as provided for in Section 2.1.”
  5.  **Conditions
          to Obligations of SYS** . Section
          6.3.8 of the Agreement is deleted in its entirety and replaced with the
          following:
  “6.3.8  cVideo
          shall have obtained the written agreement of Arden Realty to a termination
          of
          its office lease effective not later than April 30, 2006, on terms satisfactory
          to SYS, in its sole discretion.”
  6.  **Indemnification.** The
          following Section 8.3 shall be added to the Agreement after Section
          8.2:
  “8.3 Mosler
          Indemnification .
          In
          addition to the indemnification provided for in Section 8.2 above, from
          and
          after the Closing, cVideo, Tumini, Faller and Sulpizio, jointly and severally,
          shall indemnify, defend (with counsel reasonably acceptable to SYS) and
          hold the
          SYS Indemnified Parties harmless from and against any and all Losses arising
          as
          a result of or incurred in connection with the Mosler bankruptcy. Losses
          may be
          obtained jointly and severally from cVideo, Tumini, Faller and Sulpizio.
          SYS
          shall not initiate contact with the trustee of the Mosler bankruptcy without
          first obtaining the written consent of cVideo. ”
  7.  **Exhibits
          and Disclosure Schedule** **.** Exhibit
          A
          to the Agreement, Exhibit B to the Agreement, Exhibit C to the Agreement
          and the
          cVideo Disclosure Schedule to the Agreement are all deleted in their entirety
          and replaced with Exhibit A, attached hereto, Exhibit B attached hereto,
          Exhibit
          C, attached hereto, and the new cVideo Disclosure Schedule, attached hereto
          as
          Exhibit D.
  8.  **Counterparts.** This
          Amendment may be executed in several counterparts that together shall be
          originals and constitute one and the same instrument. Each of the parties
          warrants to each of the other parties that the individual executing this
          Amendment on behalf of such party has the requisite authority to execute
          this
          Amendment and to bind such party to all the provisions of this
          Amendment.
  9.  **Continuing
          Validity** .
          Except
          as expressly modified by this Amendment, the terms and conditions of the
          Agreement will remain unchanged and in full force and effect, and are expressly
          incorporated by reference in this Amendment. In the event of a conflict
          between
          the terms of this Amendment and the Agreement, the terms of this Amendment
          will
          prevail.
  *[The
          remainder of this page intentionally left blank.]*
  
 
 
  IN
          WITNESS WHEREOF, the parties have executed this Amendment as of the Effective
          Date.
  **SYS**
 
 By:  ____________________________________
 Name:  Clifton
          L. Cooke
 Title:  President
 
 
 By:  ____________________________________
 Name:  Michael
          W. Fink
 Title:  Secretary
 
 **cVIDEO**
 
 
 By:  ____________________________________
 Name:  Alfonso
          Tumini
 Title:  President
          and Chief Executive Officer
 
 
 By:  ____________________________________
 Name:  Patrick
          Luedke
 Title:  Secretary
 
 **STOCKHOLDERS**
 
 __________________________________________
 Alfonso
          Tumini
 
 __________________________________________
 Nelson
          Faller, individually and as Trustee of the Faller Family Trust
 
 __________________________________________
 Richard
          Sulpizio, individually and as Trustee of the Sulpizio Family Trust
 
 Cubic
          Corporation
 
 
 By:  ______________________________
 Name:  ________________________
 Title:  ________________________
  
 
 **Exhibit
          A**
 
 **Exhibit
          A to the Agreement**
  
  
 
 
 **Exhibit
          B**
 
 **Exhibit
          B to the Agreement**
  
  
  
 
 
 **Exhibit
          C**
 
 **Exhibit
          C to the Agreement**
  
  
 
 
 **Exhibit
          D**
 
 **cVideo
          Disclosure Schedule**