**AGREEMENT
        AND PLAN OF MERGER**
  **AMONG**
  **SYS,**
   **SHADOW
        II, INC.**
  **A
        WHOLLY-OWNED SUBSIDIARY OF SYS,**
  **LOGIC
        INNOVATIONS, INC.**
  **AND
        THE STOCKHOLDERS OF**
  **LOGIC
        INNOVATIONS, INC.**
  
  **NOVEMBER
        7, 2005**
  TABLE
          OF CONTENTS
 
 ARTICLE
        I  THE
        MERGER
 1.1
                  The Merger
 1.2  Effective
        Time
 1.3  Effects
        of the Merger
 1.4  Articles
        of Incorporation and Bylaws
  ARTICLE
        II  CONVERSION
        OF SECURITIES AND ESCROW
 2.1
                  Merger Consideration; Conversion of Capital Stock
 2.2  Earnout
        Consideration
 2.3  Subcorp
        Stock
 2.4  Fractional
        Shares; Adjustments
 2.5  Exchange
        of Certificates
 2.6  Escrow
        Accounts
 2.7  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  Financial
        Ability
 3.6  Capitalization
        of SYS
 3.7  Brokerage
        and Finders’ Fees
 3.8  Board
        Recommendation; Required Vote
 3.9  SYS
        SEC
        Documents
 3.10  Books
        and
        Records
 3.11  No
        Undisclosed Liabilities
 3.12  No
        Material Adverse Change
  ARTICLE
        IV  REPRESENTATIONS
        AND WARRANTIES OF STOCKHOLDERS
 4.1
                  Organization and Standing
 4.2  Subsidiaries
 4.3  Power
        and
        Authority
 4.4  Capitalization
        of Logic
 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 Logic’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 Logic and the Stockholders
  ARTICLE
        VI  CONDITIONS
 6.1
                  Conditions to the Obligations of Each Party
 6.2  Conditions
        to Obligations of Logic and the Stockholders
 6.3  Conditions
        to Obligations of SYS and Subcorp
  ARTICLE
        VII  TERMINATION
        AND AMENDMENT
 7.1
                  Termination
 7.2  Effect
        of
        Termination
 7.3  Return
        of
        Documents
  ARTICLE
        VIII GENERAL
        SURVIVAL AND INDEMNIFICATION
 8.1
                  Survival of Representations and Warranties
 8.2  Indemnification
 8.3  Limitations
  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
 9.13  Attorneys’
        Fees
 
  EXHIBITS
  Form
                  of Escrow Agreement
              Exhibit AInvestment
                  Representation Certificate
              Exhibit
                  BXyratex
                  Release
              Exhibit
                  C
 
  SCHEDULES
  Logic
                  Disclosure Schedule
              AttachedSchedule
                  2.1
              Attached
 
 
  **AGREEMENT
        AND PLAN OF MERGER**
  This
        Agreement and Plan of Merger (this “Agreement”) is made and entered into as of
        November 7, 2005 by and among SYS, a California corporation (“Buyer” or
“SYS”); Shadow II, Inc., a California corporation and a wholly-owned subsidiary
        of SYS (“Subcorp”), Logic Innovations, Inc., a California corporation (“Logic”),
        and the following persons, who constitute all of the shareholders of Logic
        and
        are referred to collectively herein as the “Stockholders,” the “Shareholders,”
        or the “Logic Stockholders,” and individually as “Stockholder,”“Shareholder,”
        or “Logic Stockholder:” Charles P. Mrdjenovich and Jamie L. Curtis,
        joint tenants and residents of the State of California; Theo H. Aukerman
        and Charlene A. Aukerman, joint tenants and residents of the State
        of
        California; Phillip A. England and Lisa K. England, joint tenants
        and
        residents of the State of California; Rebecca Blankinship, an individual
        and
        resident in the State of California; Michael Gehlen and Dwityani S.
        Gehlen,
        joint tenants and residents of the State of California; Timothy D.
        Green
        and Kellie L. Green, joint tenants and residents of the State of
        California; Stephen Jones and Nicole L. Jones, joint tenants and residents
        in the State of California; Kevin R. McIver and Rene C. McIver,
        joint
        tenants and residents of the State of California; Kyle R. Myers, an
        individual and resident in the State of California; Rene Savalle and
        Maureen B. Savalle, joint tenants and residents in the State of California;
        Frederick J. Kokaska and Barbara L. Kokaska, joint tenants
        and
        residents of the State of California; Suzana C. Brady, an individual
        and
        resident of the State of Virginia; and Konstantin R. Wilms and
        Catherine L. Wilms, joint tenants and residents of the State of
        California.
  **PRELIMINARY
        STATEMENTS**
  WHEREAS,
        the respective Boards of Directors of SYS, Subcorp and Logic have determined
        that the merger of Logic with and into Subcorp, in the manner contemplated
        herein (the “Merger”), is desirable and in the best interests of their
        respective stockholders and, by resolutions duly adopted, have approved and
        adopted this Agreement;
  WHEREAS,
        SYS, Subcorp, Logic, and the Stockholders desire to make certain
        representations, warranties, covenants and agreements in connection with
        the
        Merger and also to prescribe various conditions to the Merger.
  NOW,
        THEREFORE, in consideration of these premises and their promises hereinafter
        set
        forth, the parties hereto agree as follows:
  **ARTICLE
        I**
 **THE
        MERGER**
  1.1  The
        Merger .
        Upon
        the terms and subject to the conditions set forth in this Agreement, and
        in
        accordance with the California General Corporation Law (the “CGCL”), Logic shall
        be merged with and into Subcorp at the Effective Time. As a result of the
        Merger, the separate corporate existence of Logic shall cease and Subcorp
        shall
        continue its existence under the laws of the State of California as a
        wholly-owned subsidiary of SYS. Subcorp, in its capacity as the corporation
        surviving the Merger, is hereinafter sometimes referred to as the “Surviving
        Corporation.”
  1.2  Effective
        Time .
        On the
        Closing Date, the parties shall cause the Merger to be consummated by filing
        with the Secretary of State of the State of California (the “California
        Secretary of State”) an Agreement of Merger and an officer’s certificate from
        Logic and Subcorp (collectively, the “California Merger Documents”) in such form
        as is required by, and executed in accordance with, the CGCL. The Merger
        shall
        become effective (the “Effective Time”) when the California Merger Documents
        have been filed with the California Secretary of State or at such later time
        as
        shall be agreed upon by SYS and Logic and specified in the California Merger
        Documents. Prior to the filings referred to in this Section 1.2, 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 five
        (5)
        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 and
        Logic may agree, provided that the conditions set forth in Article VI
        have
        been satisfied or waived on or prior to such date. The date on which the
        Closing
        takes place is referred to herein as the “Closing Date.” For all purposes, the
        Closing shall be deemed to be effective as of 8:00 a.m., Pacific Standard
        Time,
        on November 7, 2005.
  1.3  Effects
        of the Merger .
        At and
        after the Effective Time, the separate existence of Logic will cease, and
        Subcorp as the Surviving Corporation and successor shall succeed to all the
        rights and property of Subcorp and Logic, and shall be subject to all the
        debts
        and liabilities of Subcorp and Logic except as otherwise expressly provided
        in
        Section 5.3.8 and 9.10 of this Agreement.
  1.4  Articles
        of Incorporation and Bylaws .
        The
        Articles of Incorporation of Subcorp, as in effect immediately prior to the
        Effective Time, shall be the Articles of Incorporation of the Surviving
        Corporation and the Bylaws of Subcorp, as in effect immediately prior to
        the
        Effective Time, shall be the Bylaws of the Surviving Corporation, in each
        case
        until amended in accordance with the CGCL.
  **ARTICLE
        II**
 **CONVERSION
        OF SECURITIES** **AND ESCROW**
  2.1  Merger
        Consideration; Conversion of Capital Stock .
        At the
        Effective Time, by virtue of the Merger and without any action on the part
        of
        SYS, Subcorp or Logic or their respective stockholders, each share of Logic
        Capital Stock issued and outstanding immediately prior to the Effective Time
        shall be converted into, and shall represent the right to receive, that portion
        of the aggregate amount of $4,000,000 (such aggregate amount, the “Merger
        Consideration”), to which such share is entitled, with $2,000,000 payable in
        cash (the “Cash Consideration”), and $2,000,000, payable in the form of shares
        of restricted SYS Common Stock (valued at $4.49 per share, which is the average
        closing price of SYS Common Stock on the American Stock Exchange over the
        thirty
        (30) trading days immediately preceding and including November 4,
        2005 (the
“Stock Consideration”). $400,000 of the Merger Consideration shall be paid to
        Xyratex International, Inc. to secure the Release described in
        Section 6.3.11 of this Agreement. The balance of the Merger Consideration
        shall be paid and allocated and distributed among the Stockholders as set
        forth
        on Schedule 2.1 .
  2.2  Earnout
        Consideration .
  2.2.1  If
        the
        Net Revenues (defined in Section 2.2.9) of the Surviving Corporation
        for
        the twelve month period ending June 30, 2006 exceed $4,500,000 ($4,000,000
        of which must be earned subsequent to the Effective Time), Buyer shall pay
        the
        Stockholders an additional $500,000 on October 15, 2006. Such payment
        shall
        consist of $250,000 in cash and $250,000 worth of the Common Stock of Buyer,
        valued at the average closing price of SYS Common Stock on its principal
        trading
        market over the ten trading days immediately preceding June 30,
        2006.
  2.2.2  If
        the
        Earnings Before Income Tax, Depreciation and Amortization (“EBITDA”) of the
        Surviving Corporation from the Effective Time through June 30, 2006
        exceed
        17% of the Net Revenues earned by the Surviving Corporation during such period,
        then SYS shall pay such excess amount to the Stockholders on October 15,
        2006.
  2.2.3  If
        the
        EBITDA of the Surviving Corporation for the fiscal year ending June 30,
        2007 exceed 19% of the Net Revenues earned by the Surviving Corporation during
        such period, then SYS shall pay such excess amount to the Stockholders on
        October 15, 2007.
  2.2.4  If
        the
        EBITDA of the Surviving Corporation for the fiscal year ending June 30,
        2008 exceed 20% of the Net Revenues earned by the Surviving Corporation during
        such period, then SYS shall pay such excess amount to the Stockholders on
        October 15, 2008.
  2.2.5  For
        purposes of Sections 2.2.2, 2.2.3, and 2.2.4, the determination of
        EBITDA
        shall be made as if the Surviving Corporation were a standalone business.
        Accordingly, EBITDA shall be determined without regard to the negotiation,
        documentation, and closing of the Merger, the general and administration
        expense
        charge customarily applied to the business units of SYS, nor shall any costs
        related to Logic or the Surviving Corporation be paid or assumed by SYS.
        Any
        payment required by Sections 2.2.2, 2.2.3, or 2.2.4 may be in cash
        and/or
        SYS Common Stock at the discretion of SYS, provided that the cash component
        shall be neither less than 20%, nor more than 50%, of such payment. 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
        ten trading days of the applicable fiscal year.
  2.2.6  Payments
        required by this Section 2.2 shall be referred to in this Agreement
        as
        Earnout Consideration and shall be allocated among the Stockholders in
        proportion to the allocation of Merger Consideration set forth in Schedule 2.1 .
  2.2.7  For
        the
        purposes of this Section 2.2, “Net Revenues” means the gross amount
        invoiced by the Surviving Corporation to third parties on all sales of products,
        less all discounts and allowances, returns, sales, excise and value added
        taxes,
        shipping, freight and insurance. Net Revenues shall accrue in accordance
        with
        the revenue recognition policies of SYS and generally accepted accounting
        principles. In the event the Surviving Corporation sells products to an
        Affiliate, Net Revenues means the Net Revenues realized by the
        Affiliate.
  2.3  Subcorp
        Stock .
        Each
        share of capital stock of Subcorp outstanding at the Effective Time shall
        remain
        issued and outstanding following the Effective Time.
  2.4  Fractional
        Shares; Adjustments .
  2.4.1  No
        certificates for fractional SYS Common Shares shall be issued as a result
        of the
        conversion provided for in Section 2.1, and such fractional share
        interests
        will not entitle the owner thereof to vote or have any rights of a holder
        of SYS
        Common Shares.
  2.4.2  In
        lieu
        of any such fractional SYS Common Shares, the holder of a certificate or
        certificates (the “Certificates”) that immediately prior to the Effective Time
        represented outstanding shares of Logic Capital Stock whose shares were
        converted into the right to receive the Merger Consideration pursuant to
        Section 2.1, upon presentation of such fractional interest represented
        by
        an appropriate Certificate for Logic Capital Stock to SYS, shall be entitled
        to
        receive a cash payment therefore, in an amount equal to the value of such
        fractional interest, with an SYS Common Share being valued for this purpose
        as
        described in Section 2.1. Such payment with respect to fractional
        shares is
        intended to avoid the expense and inconvenience of issuing fractional shares
        and
        to provide a mechanical rounding off of, and is not a separately bargained
        for,
        consideration. If more than one Certificate shall be surrendered for the
        account
        of the same holder, the number of shares of Logic Capital Stock for which
        Certificates have been surrendered shall be appropriately adjusted to provide
        to
        the Stockholders the same economic effect as contemplated by this Agreement.
        The
        fractional share interests of each Stockholder will be aggregated, and no
        Stockholder will receive cash in an amount greater than the value of one
        full
        SYS Common Share for such fractional share interest.
  2.5  Exchange
        of Certificates .
  2.5.1  Exchange
        at Closing and at the Effective Time and Possible Subsequent Delivery of
        SYS
        Shares .
        At the
        Closing, each Logic Stockholder shall deliver the Certificate or Certificates
        representing such Logic Stockholder’s shares of Logic Capital Stock (or
        affidavits of lost certificates in lieu thereof), duly endorsed in blank
        or
        accompanied by stock powers duly executed in blank and in exchange for such
        delivery shall receive as soon as possible after the Effective Time (i) the
        Cash Consideration to which such Logic Stockholder is entitled as set forth
        on Schedule 2.1 ,
        and
        (ii) the Stock Consideration to which such Logic Stockholder is entitled
        as
        set forth on Schedule 2.1 .
        On or
        immediately subsequent to the Effective Time, SYS shall deliver to the
        Stockholders and to Escrow such additional Stock Consideration and Cash
        Consideration to which the Stockholders may be entitled pursuant to Schedule 2.1 .
  2.5.2  Distributions
        with Respect to Unexchanged Shares .
        Notwithstanding any other provisions of this Agreement, no dividends or other
        distributions declared or made after the Effective Time with respect to SYS
        Common Shares having a record date after the Effective Time shall be paid
        to the
        holder of any unsurrendered Certificate, no cash payment as part of the Merger
        Consideration and no cash payment of interest or in lieu of fractional shares
        shall be paid to any such holder, until the holder shall surrender such
        Certificate (or affidavit) as provided in this Section 2.5. Subject
        to the
        effect of all applicable constitutions, laws, statutes, treaties, orders,
        rules,
        regulations, ordinances, notices, approvals, policies or guidelines promulgated,
        or judgments, decisions, decrees, or orders of any Governmental Authority
        (collectively, “Applicable Laws”), following surrender of any such Certificate,
        there shall be paid to the holder of the Merger Consideration issued in exchange
        therefor, without interest, (i) at the time of such surrender, the
        amount
        of dividends or other distributions with a record date after the Effective
        Time
        theretofore payable with respect to such whole SYS Common Shares and not
        paid,
        less the amount of any withholding taxes that may be required thereon, and
        (ii) at the appropriate payment date subsequent to surrender, the
        amount of
        dividends or other distributions with a record date after the Effective Time
        but
        prior to surrender and a payment date subsequent to surrender payable with
        respect to such whole SYS Common Shares, less the amount of any withholding
        taxes which may be required thereon.
  2.5.3  No
        Further Ownership Rights in Logic Capital Stock .
        All
        Merger Consideration issued and/or paid upon surrender of Certificates (or
        affidavit) in accordance with the terms hereof (including any cash paid pursuant
        to this Article II) shall be deemed to have been issued and/or paid
        in full
        satisfaction of all rights pertaining to such shares of Logic Capital Stock
        represented thereby, and, as of the Closing, the stock transfer books of
        Logic
        shall be closed and there shall be no further registration of transfers on
        the
        stock transfer books of Logic of shares of Logic Capital Stock outstanding
        immediately prior to the Closing. If, after the Closing, Certificates are
        presented to Logic or the Surviving Corporation for any reason, they shall
        be
        cancelled.
  2.5.4  No
        Liability .
        Neither
        SYS nor the Surviving Corporation shall be liable to any person in respect
        of
        any Merger Consideration (on dividends, distributions, or interest with respect
        thereto) delivered to a public official pursuant to any applicable abandoned
        property, escheat or similar law. If any Certificates shall not have been
        surrendered prior to seven years after the Effective Time or immediately
        prior
        to such earlier date on which any Merger Consideration (or any dividends,
        distributions, or interest with respect thereto) would otherwise escheat
        to or
        become the property of any Governmental Authority, any such Merger Consideration
        (or dividends, distributions, or interest with respect thereto) shall, to
        the
        extent permitted by Applicable Law, become the property of SYS, free and
        clear
        of all claims or interest of any person previously entitled thereto. For
        purposes of this Agreement, “Governmental Authority” means any (A) nation,
        region, state, county, city, town, village, district or other jurisdiction,
        (B) federal, state, local, municipal, foreign or other government,
        (C) federal, state, local municipal, foreign or multi-national court,
        arbitral tribunal, administrative agency or commission, (D) other
        governmental, quasi-governmental, public, or regulatory body, agency,
        instrumentality or authority of any nature, (E) multi-national
        organization, (F) body exercising, or entitled to exercise, any
        administrative, executive, judicial, legislative, policy, regulatory or taxing
        authority or power of any nature or (G) official of any of the
        foregoing.
  2.5.5  Withholding
        Rights .
        Each of
        the Surviving Corporation and SYS shall be entitled to deduct and withhold
        from
        the Cash Consideration otherwise payable pursuant to this Agreement to any
        holder of shares of Logic Capital Stock, such amounts as it is required to
        deduct and withhold with respect to the making of such payment or any other
        payment by Logic, the Surviving Corporation or SYS, under the United States
        Internal Revenue Code of 1986, as amended (the “Code”) or any provision of
        state, local or foreign Tax law. To the extent that amounts are so withheld
        by
        the Surviving Corporation or SYS, as the case may be, such withheld amounts
        shall be treated for all purposes of this Agreement as having been paid to
        the
        holder of the shares of Logic Capital Stock in respect of which such deduction
        and withholding was made by the Surviving Corporation or SYS, as the case
        may
        be. Any Tax withheld by SYS or the Surviving Corporation shall be paid by
        SYS or
        the Surviving Corporation, as the case may be, to the appropriate Governmental
        Authority when due in accordance with Applicable Law; and SYS or the Surviving
        Corporation, as the case may be, shall within 30 days of the payment of such
        Tax
        deliver to the holder of the shares of Logic Capital Stock evidence reasonably
        satisfactory to such holder that payment was duly remitted to the appropriate
        Governmental Authority.
  2.5.6  Restrictive
        Legend .
        Each
        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.
  2.6  Escrow
        Accounts .
  2.6.1  Escrow
        Agreement .
        On or
        prior to the Closing Date, SYS and the Stockholders shall establish an escrow
        at
        Union Bank of California, N.A. (the “Escrow Account”), by the execution and
        delivery of an Escrow Agreement substantially in the form attached as Exhibit A hereto
        (the “Escrow Agreement”).
  2.6.2  Deposit
        of Escrow Consideration .
        As soon
        as possible after the Effective Time, SYS shall deliver to the Escrow Agent,
        for
        immediate deposit into the Escrow Account, Two Hundred Thousand Dollars
        ($200,000) of the cash portion of the Merger Consideration. Such Deposit
        shall
        be referred to herein as the “Escrow Consideration,” and shall be allocated
        among the Stockholders as set forth in Schedule 2.1 .
  2.6.3  Disbursement
        of Escrow Consideration .
        All of
        the Escrow Consideration deposited in the Escrow Account shall be available,
        in
        accordance with this Agreement and the Escrow Agreement, to provide recourse
        to
        SYS for any breach of the representations and warranties of the Logic
        Stockholders under Article IV hereof and pursuant to Article VIII
        hereof, and shall be paid to the Logic Stockholders only in accordance with
        and
        subject to the terms and conditions set forth herein and in the Escrow
        Agreement.
  2.7  Internal
        Revenue Code Election .
        At its
        option, following the Closing Date SYS may make an election under
        Section 338(h)(10) of the Internal Revenue Code of 1986, as amended,
        with
        regard to the Merger. In the event such election is made, SYS shall pay to
        each
        of the Stockholders the dollar amount of each such Stockholder’s federal and
        state tax, as determined by such Stockholder’s tax advisor(s), that results from
        the election (the “Tax Consideration”), including any changes in past or future
        federal and/or state tax amounts that result if the Tax Consideration payment
        to
        such Stockholder is deemed by the Internal Revenue Service or other applicable
        taxing agency to be a part of the Merger Consideration or additional
        consideration.
  **ARTICLE
        III**
 **REPRESENTATIONS
        AND WARRANTIES OF SYS**
  In
        order
        to induce Logic and the Stockholders to enter into this Agreement, SYS hereby
        represents and warrants to Logic 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 the Stockholders complete and correct copies of the
        SYS
        Articles and the SYS Bylaws.
  3.2  Corporate
        Power and Authority .
        Each of
        SYS and Subcorp 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. The execution
        and
        delivery of this Agreement and the consummation of the transactions contemplated
        hereby by SYS and Subcorp have been duly authorized by all necessary corporate
        action on the part of SYS and Subcorp. This Agreement has been duly executed
        and
        delivered by SYS and Subcorp and constitutes the legal, valid and binding
        obligation of SYS and Subcorp 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.
  3.3  Conflicts;
        Consents and Approvals .
        Neither
        the execution and delivery of this Agreement by SYS and Subcorp 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 or Subcorp 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  Financial
        Ability .
        SYS
        will have a sufficient number of SYS Common Shares and sufficient cash funds
        to
        pay the Merger Consideration.
  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 3.6.1 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  Board
        Recommendation; Required Vote .
        The
        board of directors of each of Subcorp and SYS, at a meeting duly called and
        held, has by majority vote of those directors present and constituting a
        quorum
        of the directors then in office determined that this Agreement and the
        transactions contemplated hereby, are fair to and in the best interests of
        Subcorp, SYS, and the SYS Stockholders. No vote of any holder of SYS Capital
        Stock is required under the SYS Articles, SYS Bylaws or Applicable Law with
        respect to this Agreement or the transactions contemplated hereby.
  3.9  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 all books and records 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.
  3.10  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.
  3.11  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.
  3.12  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.
  **ARTICLE
        IV**
 **REPRESENTATIONS
        AND WARRANTIES OF** **STOCKHOLDERS**
  In
        order
        to induce SYS to enter into this Agreement, the Stockholders jointly, except
        with respect to the warranties contained in Section 4.5.2 as they
        relate to
        each Stockholder’s Logic Capital Stock, and severally, except as limited by
        Sections 8.2 and 8.3, represent and warrant to SYS 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 the Stockholders to SYS and
        incorporated herein by reference (the “Logic Disclosure Schedule”), as of the
        date hereof and as of the Closing Date unless another date is expressly stated
        below or in the Logic Disclosure Schedule.
  4.1  Organization
        and Standing .
        Logic
        is a corporation duly organized and validly existing under the laws of the
        State
        of California 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. Logic 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 Logic or its business or properties
        taken as a whole, and except as disclosed in Section 4.1 of the Logic
        Disclosure Schedule. Logic is not in default in the performance, observance
        or
        fulfillment of any provision of its Articles of Incorporation (the “Logic
        Articles”) or its Bylaws (the “Logic Bylaws”), as in effect on the date hereof.
        Logic has previously furnished to SYS complete and correct copies of the
        Logic
        Articles and the Logic Bylaws, each as in effect on the date hereof. Listed
        in
        Section 4.1 in the Logic Disclosure Schedule is each jurisdiction
        in
        which Logic is qualified or licensed to do business and whether Logic is
        in good
        standing in each applicable jurisdiction as of the date of the
        Agreement.
  4.2  Subsidiaries . Logic
        does not own, directly or indirectly, any equity or other ownership interest
        in
        any corporation, partnership, joint venture or other entity or enterprise.
        Logic
        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 .
        Logic
        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
        Merger and the transactions contemplated hereby by the stockholders of Logic,
        to
        consummate the transactions contemplated by this Agreement. The execution
        and
        delivery of this Agreement and the consummation of the transactions contemplated
        hereby by Logic have been duly authorized by all necessary corporate action
        on
        the part of Logic, subject to approval of the Merger and the transactions
        contemplated hereby by Logic’s board of directors and the requisite Logic
        stockholders. This Agreement has been duly executed and delivered by Logic
        and
        the Stockholders and constitutes the legal, valid and binding obligation
        of
        Logic 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 Logic .
        The
        authorized capital stock of Logic consists of 1,000,000 common shares (the
        “Logic Common Stock”). At the date of this Agreement, (i) 11,271 shares of
        Logic Common Stock are issued and outstanding, and (ii) no shares
        of Logic
        Common Stock are reserved for issuance upon the exercise or conversion of
        options, warrants or convertible securities. The Logic Common Stock is also
        referred to herein the “Logic Capital Stock.” Each outstanding share of Logic
        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 Logic of any securities of
        Logic,
        nor are there outstanding any securities which are convertible into or
        exchangeable for any shares of Logic Capital Stock, and Logic has no obligation
        of any kind to issue any additional securities or to pay for or repurchase
        any
        securities of Logic or any predecessor. Set forth in Section 4.4.1
        of the
        Logic Disclosure Schedule is an accurate and complete list of the
        names of
        all holders of Logic Capital Stock, and the number and class of shares held
        by
        each such Logic stockholder. Set forth in Section 4.4.1 of the Logic
        Disclosure Schedule is an accurate and complete list of the names
        of all
        holders of options, warrants or convertible instruments to purchase Logic
        Capital Stock, the number of shares issuable to each such holder upon exercise
        of such option or warrant, and the exercise price and vesting schedule with
        respect thereto.
  4.4.2  Logic
        has
        not agreed to register any securities of Logic 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 Logic 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 Logic Articles or the
        Logic
        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 Logic 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 Logic is a party, including without
        limitation, any Contract;
  4.5.3  to
        the
        Knowledge of the Stockholders, 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
        Logic 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 Logic or any of its affiliates with, any third party or
        any
        Governmental Authority, other than (i) approval of the Merger and
        the
        transactions contemplated hereby by the stockholders of Logic,
        (ii) registrations or other actions required under federal and state
        securities laws as are contemplated by this Agreement, and (iii) the
        filing
        of the California Merger Documents with the California Secretary of
        State.
  4.6  Brokerage
        and Finders’ Fees .
        Neither
        Logic nor any stockholder, director, officer or employee thereof, has incurred
        or will incur on behalf of Logic 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
        Logic
        (the “Books of Account”) have been maintained, in all respects, in accordance
        with Applicable Law. The signatures of Logic 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, 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 Logic Disclosure Schedule, as previously delivered
        to SYS, are complete and correct copies of (i) the unaudited balance
        sheet
        of Logic 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
        unaudited balance sheets of Logic as of December 31, 2004 and
        December 31, 2003, and the related statements of income and sources
        and
        uses of cash for the 12-month periods then ended (collectively, the “Logic
        Financial Statements”). Except as provided in Section 4.7.2 of the Logic
        Disclosure Schedule, the Logic Financial Statements (including the related
        notes) were prepared in all material respects 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 to normal, recurring audit adjustments not material in amount and
        to
        the absence of footnotes) the consolidated financial position of Logic and
        its
        consolidated subsidiaries as at the dates thereof and the consolidated results
        of their operations and cash flows for the periods then ended.
  4.8  Compliance
        with Law .
        Except
        with respect to Applicable Laws discussed elsewhere in this Article IV,
        Logic is in compliance, in all respects, and at all times since its
        incorporation has been in compliance, in all respects, with all Applicable
        Laws
        relating to Logic 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 Logic, or where such noncompliance
        has been cured and is reasonably expected to have no material impact on the
        future business or operations of Logic. Logic has received no written notice
        of
        any pending investigation or review by any Governmental Authority with respect
        to Logic, and no such investigation or review is overtly threatened, nor
        has any
        Governmental Authority indicated to Logic an intention to conduct the same.
  4.9  Actions .
        Section 4.9 in the Logic Disclosure Schedule sets forth each
        instance
        in which Logic has filed, or received written notice of, an Action pending
        and
        each instance in which any Action has been overtly threatened against or
        by
        Logic. Since its incorporation, Logic has not 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.
  4.10  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 Logic or any event, occurrence or development that would reasonably be
        expected to have a Material Adverse Effect on Logic.
  4.11  Taxes .
  4.11.1  With
        regard to federal and state taxes:
  (i)  Logic
        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 Logic
        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 Logic and/or the Shareholders 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 (whether or not shown any Tax Return) due to any federal,
        state, foreign, local or other Tax authority;
  (iii)  Logic
        has
        no liability for Taxes that is in excess of the amount reserved on the Logic
        Financial Statements;
  (iv)  Logic
        has
        not requested or filed any document having the effect of causing any extension
        of time within which to file any Tax Returns in respect of any fiscal year
        which
        have not since been filed;
  (v)  Logic
        has
        not received written notice of any currently due and payable deficiency for
        any
        Tax from any Tax authority;
  (vi)  Logic
        has
        not received written notice that it is the subject of any currently ongoing
        Tax
        audit;
  (vii)  As
        of the
        date of this Agreement, Logic 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)  Logic
        has
        not expressly waived any statute of limitations in respect of Taxes or expressly
        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 Logic (other than liens
        for
        Taxes not yet due and/or delinquent);
  (x)  No
        written claim has ever been received by Logic from a Governmental Authority
        in a
        jurisdiction where Logic does not file Tax Returns that Logic is or may be
        subject to taxation by that jurisdiction; and
  (xi)  Logic
        (and any predecessor of Logic) has been a validly electing S corporation
        within
        the meaning of Internal Revenue Code Sections 1361 and 1362 at all times
        during
        its existence, and Logic will be an S corporation up to and including the
        Closing Date.
  4.11.2  Logic
        is
        not obligated by any Contract, agreement or other arrangement to indemnify
        any
        other person with respect to Taxes. Logic 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
        Logic
        that (i) requires Logic 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 Logic, or (iii) requires or permits
        the
        transfer or assignment of income, revenues, receipts or gains to Logic, from
        any
        other person.
  4.11.3  Except
        as
        set forth in Section 4.11.3 of the Logic Disclosure Schedule, Logic
        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  Logic
        has
        not agreed to make, or has received any written notice from the Internal
        Revenue
        Service proposing that Logic 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
        Logic, and Logic has no application pending with any Governmental Authority
        requesting permission for any changes in accounting methods that relate to
        the
        business or operations of Logic.
  4.11.5  Logic
        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 Logic for the years ended 2003 and 2004, complete and correct
        copies
        of which are attached to Section 4.11.6 of the Logic 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 Logic is presently a member, if any, Logic 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 Logic was the common parent corporation of such
        affiliated group.
  4.11.8  Logic
        has
        no liability for the Taxes of any person other than Logic 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  Logic
        is
        not and 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  Logic
        is
        not and has not 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  Logic
        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  Logic
        is
        not a party to any agreement, contract, arrangement or plan that has resulted
        or
        would result, separately or in the aggregate, in the payment of any “excess
        parachute payment” within the meaning of Internal Revenue Code Section 280G (or
        any corresponding provision of state, local or foreign law).
  4.11.14  Logic
        is
        not a party to or bound by any tax allocation or sharing agreement.
  4.11.15  Logic
        will not be required to include any item of income in, or exclude any item
        of
        deduction from, taxable income for any taxable period (or portion thereof)
        ending after the Closing Date as a result of any:
  (i)  “Closing
        Agreement” as described in Internal Revenue Code Section 7121 (or any
        corresponding or similar provision of state, local or foreign law) executed
        on
        or prior to the Closing Date;
  (ii)  Intercompany
        transactions or any excess loss account described in Treasury Regulations
        under
        Internal Revenue Code Section 1502 (or any corresponding or similar
        provision of state, local or foreign law);
  (iii)  Installment
        sale or open transaction disposition made on or prior to the Closing Date;
        or
  (iv)  Prepaid
        amount received on or prior to the Closing Date.
  4.11.16  Logic
        has
        not distributed stock of another corporation, or has had its stock distributed
        by another corporation, in a transaction that was purported or intended to
        be
        governed in whole or in part by Internal Revenue Code
        Section 355.
  4.11.17  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.
  4.11.18  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.
  4.11.19  The
        following provisions shall govern the allocation of responsibility as between
        Logic and Buyer for certain tax matters following the Closing Date:
  (i)  Each
        Shareholder shall (joint and separately) indemnify Logic, Subcorp and Buyer
        and
        hold them harmless from and against (a) all Taxes (or the nonpayment
        thereof) of Logic for all taxable periods ending on or before the Closing
        Date
        and the portion through the end of the Closing Date for any taxable period
        that
        includes (but does not end on) the Closing Date (“Pre-closing Tax Period”),
        (b) any and all Taxes of any member of any affiliated, consolidated,
        combined, or unitary group of which Logic (or any predecessor) is or was
        a
        member on or prior to the Closing Date, and (c) any and all Taxes
        of any
        person (other than Logic) imposed on Logic as a transferee or successor,
        by
        contract or pursuant to any law, ruling or regulation which Taxes relate
        to any
        event or transaction occurring before the Closing; provided, however, that
        in
        the case of the amounts referenced in this paragraph, the Shareholders shall
        be
        liable only to the extent that such Taxes are in excess of the amount, if
        any,
        reserved for such Taxes (excluding any reserve for deferred Taxes established
        to
        reflect timing differences between book and Tax income) on the face of the
        most
        recent balance sheet (rather than any notes thereto), as such reserve is
        adjusted for the passage of time through the Closing Date in accordance with
        past custom and practice of Logic in filing its tax returns.
  (ii)  In
        the
        case of any taxable period that includes (but does not end on) the Closing
        Date
        (a “Straddle Period”), the amount of any Taxes for the Pre-closing Tax Period
        shall be determined based on an interim closing of the books as of the close
        of
        business on the Closing Date (and for such purpose, the taxable period of
        any
        partnership or other pass-through entity in which Logic holds, a beneficial
        interest shall be deemed to terminate at such time).
  (iii)  Any
        Tax
        refunds that are received by Subcorp or Logic and any amounts credited against
        Taxes to which Subcorp or Logic become entitled, that relate to Tax periods
        or
        portions thereof ending on or before the Closing Date shall be for the account
        of the Shareholders, and Subcorp shall pay over to the Shareholders any such
        refund or the amount of any such credit within fifteen (15) days after receipt
        of entitlement thereto. In addition, to the extent that a claim for refund
        or a
        proceeding results in a payment or credit against Taxes by a taxing authority
        to
        Subcorp or Logic of any amount accrued on the closing balance sheet, Subcorp
        shall pay such amount to the Shareholders within fifteen (15) days after
        receipt
        or entitlement thereto.
  (iv)  Buyer
        shall prepare or cause to be prepared and file or cause to be filed all Tax
        Returns for Logic for all periods ending on or prior to the Closing Date
        that
        are filed after the Closing Date. Buyer shall permit the Shareholders to
        review
        and comment on each such Tax Return described in the preceding sentence prior
        to
        filing and shall make such revisions to such Tax Returns as are reasonably
        requested by the Shareholders. To the extent permitted by applicable law,
        the
        Shareholders shall include any income, gain, loss, deduction or other tax
        items
        for such periods on their Tax Returns in a manner consistent with the Schedule
        K-1s furnished by Logic to the Shareholders for such periods.
  (v)  Buyer,
        Logic, and the Shareholders shall cooperate fully, as and to the extent
        reasonably required by the other party, in connection with the filing of
        Tax
        Returns and any audit, litigation or other proceeding with respect to Taxes.
        Such cooperation shall include the retention and (upon the other party’s
        request) the provision of records and information reasonably relevant to
        any
        such audit, litigation, or other proceeding and making employees available
        on a
        mutually convenience basis to provide additional information and explanation
        of
        any material provided hereunder. Logic, the Shareholders, and Buyer agree
        (A) to retain all books and records with respect to Tax matters pertinent
        to Logic relating to any taxable period beginning before the Closing Date
        until
        expiration of the statute of limitations (and, to the extent notified by
        Buyer
        or the Shareholders, any extensions thereof) of the respective taxable periods,
        and to abide by all record retention agreements entered into with any taxing
        authority, and (B) to give the other party reasonable written notice
        prior
        to transferring, destroying or discarding any such books and records and,
        if the
        other party so requests, Logic or the Shareholders, as the case may be, shall
        allow the other party to take possession of such books and records.
  (vi)  Buyer
        and
        the Shareholders further agree, upon request, to use their best efforts to
        obtain any certificate or other document from any governmental authority
        or any
        other person as may be necessary to mitigate, reduce or eliminate any Tax
        that
        could be imposed (including with respect to the transactions contemplated
        hereby).
  (vii)  All
        transfer, documentary, sales, use, stamp, registration and other such Taxes
        and
        fees (including any penalties and interest) incurred in connection with this
        Agreement shall be paid by the Shareholders when due, and the Shareholders
        shall, at their own expense, file all necessary Tax Returns and other
        documentation with respect to all such transfer, documentary, sales, use,
        stamp,
        registration and other Taxes and fees, and, if required by applicable law,
        Buyer
        shall, join in the execution of any such Tax Returns and other
        documentation.
  4.12  Intellectual
        Property .
  4.12.1  Set
        forth
        in Section 4.12.1 of the Logic 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 Logic, (ii) all agreements with respect to
        which
        Logic 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 Logic is a party which concern any of its Intellectual
        Property.
  4.12.2  With
        regard to Intellectual Property:
  (i)  Logic
        owns the Intellectual Property free and clear of any Encumbrances, or has
        sufficient rights to use the Intellectual Property as it is currently used
        by
        Logic and as it is proposed to be used by Logic;
  (ii)  No
        written claim of invalidity or ownership with respect to the Intellectual
        Property has been received by Logic from any third party, and no Intellectual
        Property is the subject of any pending or overtly threatened
        Action;
  (iii)  No
        person
        or entity has asserted that, with respect to any Intellectual Property, Logic
        or
        any licensee of Logic 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 Logic
        on
        or before the date of this Agreement for any of the Intellectual Property
        have
        been paid;
  (v)  To
        the
        Knowledge of the Stockholders, 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 Stockholders, no unexpired foreign or domestic patents or
        patent applications exist which, if enforced, would have a Material Adverse
        Effect on the business of Logic;
  (vii)  To
        the
        Knowledge of the Stockholders, there exists no (A) prior act of Logic
        or
        any third party that would void or invalidate any of the Intellectual Property
        or (B) conduct or use by Logic 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 Logic 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 Logic 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 Logic, 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  Logic
        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 Logic
        (other than third-party “click wrap” or “shrink wrap” software licenses, as to
        which Logic makes no representations or warranties) on the date
        hereof.
  4.13  Title
        to Assets and Properties .
        Logic
        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 Logic, located on its premises or shown on
        the
        Logic Financial Statements, free and clear of all Encumbrances, except for
        assets and properties disposed of in the ordinary course of business since
        July 1, 2005. Such assets and properties are sufficient to carry on
        the
        business of Logic 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 Logic Plan, Logic has made available to SYS a correct and
        substantially complete copy of the following (where applicable): (i) each
        writing constituting a part of such Logic 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 Logic Plan that is intended to be a Qualified Plan and, to
        the
        Knowledge of the Stockholders, there are no existing circumstances or any
        events
        that have occurred that could adversely affect the qualified status of any
        Logic
        Plan that is a Qualified Plan or the related trust.
  4.14.3  All
        contributions required to be made by Logic to any Logic Plan by Applicable
        Laws
        or by any Logic Plan document or other contractual undertaking, and all premiums
        due or payable with respect to insurance policies funding any Logic Plan,
        for
        any period through the date hereof, have been made or paid in full.
  4.14.4  To
        the
        Knowledge of the Stockholders, each Logic Plan has been maintained and
        administered in compliance with its terms and Applicable Law, including ERISA
        and the Code. To the Knowledge of the Stockholders, 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 Logic Plan
        or the
        imposition of any Encumbrance on the assets of Logic under ERISA or the Code
        with respect to a Logic Plan.
  4.14.5  Logic
        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 Stockholders, 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 Logic following the
        Closing. Without limiting the generality of the foregoing, Logic 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), Logic 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 Logic that promises or
        guarantees such employees retiree health or life insurance benefits or other
        retiree death benefits.
  4.14.8  Except
        as
        disclosed in Section 4.14.8 of the Logic Disclosure Schedule, 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 Logic (other than the
        acceleration of vesting of stock options which will, however, terminate upon
        the
        Closing). Without limiting the generality of the foregoing, no amount paid
        or
        payable by Logic 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  Logic
        has
        not received written notice of any pending, and there are no overtly threatened,
        claims (other than claims for benefits in the ordinary course), lawsuits
        or
        arbitrations that have been asserted or instituted against the Logic Plans,
        any
        fiduciaries thereof with respect to their duties to the Logic Plans, or the
        assets of any of the trusts under any of the Logic Plans that would reasonably
        be expected to result in any material liability of Logic 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 Logic Disclosure Schedule sets forth the names of all directors
        and
        officers of Logic, the names of each employee of Logic, and the total current
        salary, bonus eligibility, and fringe benefits and perquisites in the aggregate
        that all such directors, officers and employees are expected to receive in
        the
        fiscal year ending June 30, 2006, based on current compensation
        arrangements. Section 4.14.10 of the Logic Disclosure Schedule also
        sets forth the liability of Logic 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 Logic. No
        officer, director, or employee of Logic, or any immediate family member of
        any
        of the foregoing, provides or causes to be provided to Logic any assets,
        services or facilities and Logic 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 Logic’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
        Logic Plans, regardless of whether an amount less than such aggregate financial
        liability is reflected on Logic’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 Logic 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, Logic has no ERISA Affiliates.
  (v)  “Logic
        Employee” means a person who is, as of the Closing Date, an active or inactive
        employee of Logic.
  (vi)  “Logic
        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 Logic, and whether covering one person or more than one person,
        sponsored or maintained by Logic or to which Logic contributes (or is obligated
        to contribute) or has any liability. Without limiting the generality of the
        foregoing, the term “Logic 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, Logic 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, Logic 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 Logic Disclosure Schedule lists each, and Logic 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 Logic Plans and real property leases) to which Logic 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 Logic’s business and that involve
        expenditures or receipts by Logic 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 Logic received gross revenue of at least $5,000 from
        the
        date of its incorporation through September 30, 2005;
  (v)  Contracts
        containing covenants purporting to limit the freedom of Logic 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 Logic 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 Logic;
  (x)  Contracts
        relating to any outstanding commitment for capital expenditures 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
        Logic;
  (xiv)  Contracts
        involving annual revenues to the business of Logic in excess of 2.5% of Logic’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 Logic or
        (B) any immediate family member of any shareholder, director or officer
        of
        Logic;
  (xvii)  Contracts
        involving payments by Logic 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 Logic to engage in or continue any conduct, activity or practice
        relating to the business of Logic, or assign to Logic any rights to any
        invention, improvement or discovery;
  (xix)  any
        cost-sharing, tax-sharing or transfer pricing agreements between Logic 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 Logic and each
        other
        party thereto.
  4.15.3  Except
        as
        provided in Section 4.15.3 of the Logic Disclosure Schedule, neither
        Logic
        nor any other party thereto is in violation of or in default in respect of,
        nor
        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. Logic 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 Stockholders, Logic is not currently
        performing services under any Contract which is “at risk.” To the Knowledge of
        the Stockholders, no employee of Logic has attempted to direct any Contract
        to
        any third party.
  4.15.4  As
        of the
        date hereof, Logic is not engaged in any renegotiation of, and neither Logic
        nor, to the Knowledge of the Stockholders, any third party thereto has any
        outstanding rights to renegotiate, any material amounts to be paid or payable
        under such Contracts.
  4.16  Labor
        Matters .
  4.16.1  Logic
        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 Logic Disclosure Schedule is a list of each
        agreement to which Logic is a party pursuant to which any individual employed
        by
        Logic or otherwise performing services primarily for Logic receives compensation
        in excess of $20,000 per annum, and Logic has furnished or made available
        to SYS
        complete and correct copies of any such agreements in writing. Logic has
        not
        breached or otherwise failed to comply with any provisions of any agreement
        set
        forth therein and there are no asserted complaints or grievances outstanding
        thereunder. There is no labor strike, dispute or stoppage pending or overtly
        threatened against Logic. No campaign or other attempt for recognition is
        pending by any labor organization or employee with respect to employees of
        Logic.
  4.16.3  Logic
        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) Logic
        is not a party to any outstanding employment agreements or contracts with
        officers, managers and directors (or foreign equivalents) or Logic Employees
        that are not terminable at will, or that provide for the payment of any bonus
        or
        commission; and (ii) Logic 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 Logic Employees after the Closing.
  4.16.5  Except
        as
        disclosed in Section 4.16.5 of the Logic Disclosure Schedule, to the
        Knowledge of the Stockholders, no employee of Logic currently intends to
        terminate his employment with Logic.
  4.17  Undisclosed
        Liabilities .
        Logic
        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 Logic Financial
        Statements, including footnotes thereto, and (b) liabilities contemplated
        by this Agreement and/or set forth in the Logic Disclosure
        Schedule.
  4.18  Operation
        of Logic’s Business; Relationships .
  4.18.1  Since
        the
        date of its incorporation, Logic 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 Logic has expressly indicated to Logic
        that
        such customer will stop or decrease purchasing materials, products or services
        from Logic and no supplier of Logic has expressly indicated to Logic that
        such
        supplier will stop or decrease the supply of materials, products or services
        to
        Logic.
  4.19  Permits .
        Logic
        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 Logic as a whole. Logic has not
        received notice of any Action pending, and no Action is overtly threatened,
        regarding any of the Permits which, if successful, would reasonably be expected
        to have a Material Adverse Effect on Logic. Logic 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 Logic.
  4.20  Real
        Property .
  4.20.1  Logic
        does not own any real property.
  4.20.2  Section 4.20.2
        in the Logic Disclosure Schedule lists each lease for real property
        to
        which Logic is a party (each a “Lease”). Except as provided in
        Section 4.20.2 of the Logic Disclosure Schedule, Logic does not sublease
        any real property. Logic 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 Logic, and, to the Knowledge of Stockholders, 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)  Logic
        has
        not, and to the Knowledge of the Stockholders no other party thereto has,
        repudiated any provision thereof;
  (iv)  Logic
        has
        not received written notice of any disputes with respect thereto, and Logic
        is
        not party to any oral agreements or forbearance programs in effect as to
        the
        Lease;
  (v)  Logic
        has
        not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered
        any interest in the leasehold; and
  (vi)  to
        the
        Knowledge of the Stockholders, the facility leased under the Lease has received
        all approvals of Governmental Authorities (including Permits) required to
        be
        received by Logic in connection with the operation thereof and have been
        operated and maintained by Logic in accordance with Applicable
        Laws.
  4.21  Environmental
        Matters .
        With
        regard to environmental matters:
  4.21.1  The
        properties, operations and activities of Logic are in compliance in all material
        respects with all applicable Environmental Laws and all past noncompliance
        of
        Logic with any applicable Environmental Laws has been resolved without any
        pending, ongoing or future obligation, cost or liability;
  4.21.2  Logic
        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 Stockholders
        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 Logic
        in
        connection with its currently leased or formerly leased properties or operations
        that would be reasonably likely to have a Material Adverse Effect on Logic;
        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 Logic that would be reasonably likely to have
        a
        Material Adverse Effect on Logic.
  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 .
        Except
        as disclosed in Section 4.22 of the Logic Disclosure Schedule, the
        accounts
        and notes receivable reflected in the Logic 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 aggregate recorded amounts thereof.
  4.23  Insurance .
        Section 4.23 of the Logic Disclosure Schedule lists all insurance
        policies pursuant to which Logic is presently insured and during each of
        the
        past three calendar years has been insured (each, an “Insurance Policy” and,
        collectively, the “Insurance Policies”). Except as disclosed in
        Section 4.23 of the Logic Disclosure Schedule, 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 Logic to date have been paid
        in
        full. No written notice of cancellation with respect to any Insurance Policy
        has
        been received by Logic 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. Logic is a “named insured” or an “insured” under each Insurance
        Policy. Logic has not been refused any insurance, nor has the coverage of
        Logic
        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. Set forth in Section 4.23
        in
        the Logic Disclosure Schedule is (a) with respect to each Policy
        under
        which the annual premium amount is fixed, the current amount of such premium,
        and (b) with respect to each Policy under which the periodic or annual
        premium amount is variable, the amount of the most recent periodic payment
        made
        and the calculation formula with respect to such premium.
  4.24  Product
        or Service Warranty .
        Within
        the three years prior to the date hereof: (a) each product or service
        sold
        or delivered by Logic has been in material conformity with any applicable
        express and implied warranties, (b) Logic 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 Logic
        is
        subject to any guaranty, warranty, or other indemnity beyond the applicable
        standard terms and conditions of sale given by Logic, if any, or as required
        by
        Applicable Law.
  4.25  Data
        Protection Matters .
  4.25.1  Logic
        has
        not received notice of any existing or pending or overtly threatened, Action
        against Logic by or before any court or Governmental Authority under any
        Data
        Protection Law. Logic has never instituted a policy with respect to, or taken
        steps to comply with or protect Personal Data as required 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
        Logic 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
        Logic, and any employees of or contractors to any of the foregoing.
  4.26  Foreign
        Corrupt Practices Act .
  4.26.1  Logic
        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  Logic
        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 Logic 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
        Logic
        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 that, individually or in the aggregate, has had or would reasonably
        be
        expected to have a Material Adverse Effect on Logic, (b) suspension
        or
        debarment proceeding (or equivalent proceeding) that, individually or in
        the
        aggregate, has had or would reasonably be expected to have a Material Adverse
        Effect on Logic, (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 Logic or any prime contractor of Logic
        and a
        Governmental Authority which, since December 31, 2000, has resulted
        in a
        government contracting officer’s final decision where the amount in controversy
        exceeds or is expected to exceed $50,000, (e) claim or request for
        equitable adjustment by Logic or any prime contractor of Logic against a
        Governmental Authority in excess of $50,000, or (f) any claim or assertion
        by a Governmental Authority that Logic or any prime contractor of Logic 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
        Logic, nor any director, officer, agent or employee of Logic, 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 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, Logic 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 Logic or the assets of Logic.
  4.30  Review
        of SYS SEC Documents .
        Each
        Stockholder has reviewed 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 .
        Except
        as disclosed in Section 4.31 of the Logic Disclosure Schedule, no
        officer
        of director of Logic (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 Logic furnishes or
        sells,
        or proposes to furnish or sell, or (ii) any interest in any entity
        that
        purchases from or sells or furnishes to Logic any goods or services, or
        (iii) any beneficial interest in any contract, agreement, or commitment
        of
        Logic; 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 of the Logic
        Disclosure Schedule contains a description of all indebtedness which currently
        exists, and any transactions which have occurred since the incorporation
        of
        Logic, between Logic and any stockholder, director, or officer of
        Logic.
  4.32  Board
        Recommendation .
        The
        board of directors of Logic, at a meeting duly called and held, has by majority
        vote of those directors present, whether in person or telephonically, and
        constituting a quorum of the directors then in office, (i) determined
        that
        this Agreement and the transactions contemplated thereby, including the Merger,
        are fair to and in the best interests of the stockholders of Logic, and
        (ii) resolved to recommend to the stockholders of Logic that such
        holders
        approve this Agreement and the transactions contemplated herein, including
        the
        Merger (the “Logic Board Recommendation”).
  4.33  Payments
        to Stockholders and Others .
        Since
        June 30, 2005, Logic 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
        Logic. Since June 30, 2005, Logic has not made any distribution to
        or for
        the benefit of any shareholder of Logic.
  4.34  Disclosure .
        This
        Article IV, as modified by the Logic 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 not 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 Logic 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, Logic 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 Logic, (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
        Merger
        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 Logic
        and
        SYS, on or after the date of this Agreement. SYS and Logic 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 Logic Disclosure Schedule,
        the
        Stockholders shall promptly deliver to SYS a written statement specifying
        such
        change. 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 continuing Logic employee shall 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
        its best efforts to treat all service by Logic Employees with Logic (or any
        predecessor thereto) prior to the Closing for all purposes as service with
        SYS,
        including but not limited to for purposes of vacation accrual (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 Logic 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 Logic Employee
        who
        was, as of the Closing, excluded from participation in a Logic 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 Logic Plan in which the Closing Date **** occurs
        by
        a Logic Employee or a Logic 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
        shall
        use its best efforts to prepare and, within at least twelve (12) months after
        the Closing Date, file with the SEC a Registration Statement covering the
        resale
        of all the SYS shares issued or issuable pursuant hereto as part of the Merger
        Consideration (the “Registrable Securities”). SYS shall use its best efforts to
        have the Registration Statement declared effective by the SEC as soon as
        practicable. SYS shall submit to the SEC, within three (3) business days
        after
        SYS learns that no review of such Registration Statement will be made by
        the
        staff of the SEC or that the staff of the SEC has no further comments on
        such
        Registration Statement, as the case may be, a request for acceleration of
        effectiveness of such Registration Statement to a time and date not later
        than
        three (3) business days after the submission of such request. SYS shall keep
        such Registration Statement effective pursuant to Rule 415 at all
        times
        until the earlier of (i) the date as of which the Logic Stockholders
        may
        sell all of the Registrable Securities covered by such Registration Statement
        without restriction pursuant to Rule 144 (or successor thereto) promulgated
        under the 1933 Act or (ii) the date on which the Logic Stockholders
        have
        sold all the Registrable Securities covered by such Registration Statement.
        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
        and
        the rules adopted thereunder, SYS shall exercise best efforts to expeditiously
        amend or supplement such registration statement, including the prospectus
        which
        is a part thereof.
  (ii)  At
        any
        time that (i) 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 Logic Stockholders would
        not
        be legally permitted to be included, and (ii) SYS Common Shares issued
        pursuant to this Agreement and held by one more Logic Shareholders are not
        then
        the subject of a filed registration statement or salable under Rule 144
        of
        the SEC, 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 each Logic Stockholder holding such
        SYS
        Common Stock (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
        its
        best 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 Registrable Securities held by such Eligible Stockholder
        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 registration
        rights, 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 to the underwritten
        offering.
  (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(iii) 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 Logic Stockholders’ legal
        counsel.
  (vii)  SYS
        will,
        and hereby does, indemnify, hold harmless and defend each of the Logic
        Stockholders (each an “Indemnified Person”), against any losses, claims,
        damages, liabilities, judgments, fines, penalties, charges, costs, reasonable
        attorneys’ fees, amount paid in settlement or expenses, joint or several
        (collectively, “Claims”), incurred investigating, preparing or defending any
        action, claim, suit, inquiry, proceeding, investigation or appeal taken from
        the
        foregoing by or before any court or governmental, administrative or other
        regulatory agency, body or the SEC, whether pending or threatened, whether
        or
        not an indemnified party is nor may be a party thereto (“Indemnified Damages”),
        to which any of them may become subject insofar as such Claims (or actions
        or
        proceedings, whether commenced or threatened, in respect thereof) arise out
        of
        or are based upon: (i) any untrue statement or alleged untrue statement
        or
        a material fact in a Registration Statement or any post-effective amendment
        thereto or in any filing made in connection with the qualification of the
        offering under the securities or other “blue sky” laws of any jurisdiction in
        which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
        alleged omission to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading, (ii) any
        untrue
        statement or alleged untrue statement of a material fact contained in any
        preliminary prospectus if used prior to the effective date of such Registration
        Statement, or contained in the final prospectus (as amended or supplemented,
        if
        SYS files any amendment thereof or supplement thereto with the SEC) or the
        omission or alleged omission to state therein any material fact necessary
        to
        make the statements made therein, in the light of the circumstances under
        which
        the statements therein were made, not misleading, or (iii) any violation
        or
        alleged violation by SYS of the 1933 Act, the 1934 Act, or any other law,
        including, without limitation, any state securities law, or any rule or
        regulation therein relating to the offer or sale of the Registrable Securities
        pursuant to a Registration Statement (the matters in the foregoing clauses
        (i)
        through (iii) being, collectively, “Violations”). SYS shall reimburse the
        Indemnified Persons, promptly as such expenses are incurred and are due and
        payable, for any legal fees or other reasonable expenses incurred by them
        in
        connection with investigating or defending any such Claim. Notwithstanding
        anything to the contrary contained herein, the indemnification agreement
        contained in this Section 5.2.2(vii): (i) shall not apply to
        a Claim
        by an Indemnified Person arising out of or based upon a Violation which occurs
        in reliance upon and in conformity with information furnished in writing
        to SYS
        by such Indemnified Person expressly for use in connection with the preparation
        of the Registration Statement or any such amendment thereof or supplement
        thereto; and (ii) shall not be available to the extent such claim
        is based
        upon a failure of the Logic Stockholder to deliver or to cause to be delivered
        the prospectus made available by SYS.
  (viii)  With
        a
        view to making available to the Logic Stockholders the benefits of Rule 144
        promulgated under the 1933 Act or any other similar rule or regulation of
        the
        SEC that may at any time permit the Logic Stockholder to sell securities
        of SYS
        to the public without registration (“Rule 144”), SYS agrees to use
        reasonable commercial efforts to:
  (a)  make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144; and
  (b)  file
        with
        the SEC in a timely manner all reports and other documents required of SYS
        under
        the 1933 Act and the 1934 Act so long as SYS remains subject to such
        requirements and the filing of such reports and other documents is required
        for
        the applicable provisions of Rule 144.
  5.3  Covenants
        of Logic and the Stockholders .
        Logic
        and the Stockholders jointly and severally agree and warrant that:
  5.3.1  Conduct
        of Logic’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, Logic 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, Logic shall not, except
        as
        otherwise expressly contemplated by this Agreement and the transactions
        contemplated hereby or with the prior written consent of SYS:
  (i)  do
        or
        effect any of the following actions with respect to its securities:
        (A) adjust, split, combine or reclassify its capital stock, (B) make,
        declare or pay any dividend or distribution on, or directly or indirectly
        redeem, purchase or otherwise acquire, any shares of its capital stock or
        any
        securities or obligations convertible into or exchangeable for any shares
        of its
        capital stock, (C) grant any person any right or option to acquire
        any
        shares of its capital stock, (D) issue, deliver or sell or agree to
        issue,
        deliver or sell any additional shares of its capital stock or any securities
        or
        obligations convertible into or exchangeable or exercisable for any shares
        of
        its capital stock or such securities (except pursuant to the exercise of
        Logic
        options that are outstanding as of the date hereof), (E) enter into
        any
        agreement, understanding or arrangement with respect to the sale, voting,
        registration or repurchase of its capital stock, provided , however ,
        that
        Logic is hereby expressly permitted to take all lawful actions necessary
        in
        order to (x) cause all outstanding options to be exercised or cancelled,
        (y) cause all outstanding warrants to be exercised or cancelled and
        (z) cause any outstanding convertible debt instruments to become
        non-convertible;
  (ii)  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;
  (iii)  adopt
        or
        propose any changes in the Logic Articles or the Logic Bylaws;
  (iv)  merge
        or
        consolidate with any other person;
  (v)  acquire
        a
        material amount of assets or capital stock of any other person outside of
        the
        ordinary course of business consistent with past practice;
  (vi)  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;
  (vii)  create
        any subsidiaries;
  (viii)  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 Merger) or grant any increase in the compensation or
        benefits of directors, officers, employees, consultants or agents of Logic
        or
        grant, re-price, or accelerate the exercise or payment of any Logic options
        or
        warrants or other equity-based awards other than increases in the ordinary
        course of business consistent with past practice;
  (ix)  enter
        into, adopt or amend any Logic Plan, except as may be required by Applicable
        Law;
  (x)  take
        any
        action that could give rise to severance benefits payable to any officer
        or
        director of Logic as a result of consummation of the transactions contemplated
        by this Agreement;
  (xi)  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 Logic’s regular independent accountants;
  (xii)  settle
        any Actions, whether now pending or hereafter made or brought involving,
        individually or in the aggregate, an amount in excess of $25,000 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
        Logic
        financial statements (or the notes thereto) or incurred since the date of
        such
        financial statements in the ordinary course of business;
  (xiii)  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 Logic
        Disclosure Schedule;
  (xiv)  enter
        into any confidentiality agreements or arrangements other than in the ordinary
        course of business consistent with past practice;
  (xv)  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;
  (xvi)  incur
        or
        commit to any capital expenditures in excess of $25,000 in the aggregate
        without
        the prior written consent of SYS which shall not be unreasonably withheld;
  (xvii)  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;
  (xviii)  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;
  (xix)  enter
        into or carry out any other transaction other than in the ordinary and usual
        course of business;
  (xx)  permit
        or
        cause any Subsidiary to do any of the foregoing or agree or commit to do
        any of
        the foregoing;
  (xxi)  make
        or
        revoke any Tax election, file any amended Tax Return, or settle any audit
        or
        other proceeding with any Tax authority;
  (xxii)  enter
        into any agreement to purchase, or to lease for a term in excess of one year,
        any real property, provided that Logic (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 Logic, in its capacity as landlord,
        from
        renewing any lease pursuant to an option granted prior to the date
        hereof;
  (xxiii)  make
        any
        distribution to or for the benefit of its shareholders; or
  (xxiv)  agree
        in
        writing or otherwise to take any of the foregoing actions.
  5.3.2  Access
        to Information; Confidentiality .
        Upon
        reasonable notice, the Stockholders shall cause Logic to 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, Logic 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
        Logic may restrict the foregoing access to the extent that it reasonably
        concludes, after consultation with outside legal counsel, that (i) any
        Applicable Law requires Logic 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 Logic 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. The
        terms
        and provisions of the Reciprocal Non-Disclosure Agreement between Logic and
        SYS
        dated July 19, 2004 shall apply to any information provided pursuant
        to
        this section.
  5.3.3  No
        Solicitation .
        Until
        the Effective Time or the termination of this Agreement:
  (i)  Logic
        and
        the Stockholders will not, and will not permit or cause any Subsidiary or
        any of
        the directors or officers of Logic or any Subsidiary, and will direct Logic’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,
        Logic
        or any Subsidiary or any other business combination other than the transactions
        contemplated by this Agreement (any such proposal or offer, an “Acquisition
        Proposal”).
  (ii)  Logic
        and
        the Stockholders will not, and will not permit or cause any Subsidiary or
        any of
        the officers or directors of it or any Subsidiary to, and shall direct its
        and
        such Subsidiary’s 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)  Logic
        and
        the Stockholders 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. Logic
        and
        the Stockholders 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  Release .
        Each
        Stockholder (who for purposes of this Section 5.3.4 shall be referred
        to as
        a “Releasor” on behalf of Releasor and Releasor’s successors, heirs, and
        assigns, hereby fully and forever releases and discharges Logic and SYS and
        their respective successors, heirs, and assigns, and their respective officers,
        directors, agents, representatives, employees and attorneys from any and
        all
        claims, demands, actions, agreements, suits, causes of action, obligations,
        controversies, debts, costs, attorneys’ fees, expenses, damages, judgments,
        orders and liabilities of whatever kind or nature in law, equity or otherwise,
        past, present or future, known or unknown, suspected or unsuspected, from
        the
        beginning of time through execution of this Agreement, excepting only any
        claims
        arising out of this Agreement and enforcement thereof (collectively, the
        “Claims”).
  Each
        Releasor acknowledges that there is a possibility that subsequent to the
        execution of this Agreement, he or she will discover facts or incur or suffer
        claims that were unknown or unsuspected at the time this Agreement was executed,
        and which if known by such Releasor at that time may have materially affected
        such Releasor’s decision to execute this Agreement. Each Releasor acknowledges
        and agrees that by reason of this Section 5.3.4, he or she is assuming
        any
        risk of such unknown facts and such unknown and unsuspected claims.
  Each
        Releasor has been advised of the existence of Section 1542 of the
        California Civil Code (“Section 1542”), which provides:
  A
        GENERAL
        RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
        TO
        EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
        HIM
        MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
  Notwithstanding
        such provisions, this Section 5.3.4 shall constitute a full release
        in
        accordance with its terms. Each Releasor hereby knowingly and voluntarily
        waives
        the provisions of Section 1542, as well as any other statute, law
        or rule
        of similar effect.
  5.3.5  Unfair
        Competition .
        For a
        period of two (2) years after the date of the Closing of the Merger, each
        Stockholder agrees 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) compete with SYS or its
        subsidiaries and affiliates anywhere within California and all other states
        in
        which SYS has offices or customers as of the date of the Merger (the
“Territory”) by carrying on, being engaged in, or taking part in the business of
        providing digital broadcast equipment used to distribute IP data over MPEG-2
        based satellite and terrestrial based networks (the “Business”) in any
        manner.
  (i)  For
        a
        period of two (2) years after the date of Closing of the Merger, each
        Stockholder agrees 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) (1) accept Business,
        whether
        solicited or not, from any current or future customer or client of SYS 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 SYS 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 date of Closing of the Merger, each
        Stockholder agrees 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 SYS
        or its subsidiaries and affiliates.
  (iii)  Each
        Stockholder acknowledges 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 Merger described in this Agreement, and
        are
        not overbroad, overlong, or unfair (including in duration and scope). Each
        Stockholder also acknowledges that any breach of these covenants would cause
        SYS
        serious, irreparable injury or loss.
  (iv)  Each
        Stockholder agrees 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.
  5.3.6  Logic
        Stockholders Meeting .
        Logic
        shall take all actions required by the CGCL, the Logic Articles and the Logic
        Bylaws to duly call, give notice of, convene and hold a special meeting of
        the
        stockholders of Logic (the “Logic Stockholders Meeting”) on the earliest
        practicable date, to consider and vote upon approval of (i) the Merger,
        (ii) this Agreement, and (iii) the other transactions contemplated
        hereby to the extent the approval of such other transactions by the stockholders
        of Logic is required.
  5.3.7  Investment
        Representations by Logic Stockholders .
        Logic
        shall use commercially reasonable efforts to cause each stockholder of Logic
        who
        notifies Logic or SYS of such stockholder’s intention to exchange his or her
        Certificates for certificates evidencing SYS Common Shares to deliver to
        Logic,
        on or prior to the Closing Date, a signed certificate, substantially in the
        form
        attached as Exhibit C (the “Investment Representation Certificate”), and
        Logic shall deliver to SYS, at the Closing, all such Investment Representation
        Certificates received by Logic; provided , however ,
        that
        Logic’s failure to receive any such Investment Representation Certificate
        despite commercially reasonable efforts in such regard shall not constitute
        a
        breach of this Agreement.
  5.3.8  Merger
        Expenses .
        Logic
        shall not incur more than $100,000 in legal and accounting fees and costs
        in
        connection with the Merger.
  **ARTICLE
        VI**
 **CONDITIONS**
  6.1  Conditions
        to the Obligations of Each Party .
        The
        obligations of SYS, Subcorp, Logic, and the Stockholders to consummate this
        Agreement shall be subject to the satisfaction or waiver of the following
        conditions:
  6.1.1  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, Logic or any of their respective subsidiaries
        of
        any material portion of the businesses or assets of SYS or Logic.
  6.1.2  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,
        Logic
        or any of their respective subsidiaries of, or to compel SYS, Logic or any
        of
        their respective subsidiaries to dispose of or hold separate, any material
        portion of the business or assets of SYS, Logic 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
        Logic 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.
  6.2  Conditions
        to Obligations of Logic and the Stockholder s .
        The
        obligations of Logic and the Stockholders to consummate the transactions
        contemplated hereby shall be subject to the fulfillment of the following
        conditions unless waived by Logic:
  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, Logic 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  Logic
        and
        the Stockholders shall have obtained a release from Xyratex International,
        Inc.
        (“Xyratex”), either substantially in the form and substance attached as
        Exhibit C, or on such other terms and conditions as are reasonably
        satisfactory to Logic and the Stockholders, effective as of the Closing Date
        and
        the payoff of Xyratex.
  6.3  Conditions
        to Obligations of SYS and
        Subcorp .
        The
        obligations of SYS and Subcorp 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 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 Logic,
        SYS
        or the transactions contemplated by this Agreement.
  6.3.2  Logic
        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 Logic,
        and
        (iii) the Board of Directors of Logic and the Stockholders shall have
        unanimously approved the execution, delivery, and performance of this
        Agreement.
  6.3.3  Logic
        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
        Logic
        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 Logic that would constitute a Material Adverse Effect
        on
        Logic as of the Closing Date.
  6.3.5  All
        consents, approvals, and waivers set forth in Section 4.5 of the Logic
        Disclosure Schedule shall have been obtained by Logic or waived by
        SYS.
  6.3.6  Each
        outstanding option or warrant to acquire, and each issued note or other security
        convertible into, Logic Capital Stock, whether or not exercisable, vested
        or
        converted, shall have been exercised or cancelled so that as of the Closing
        Date
        no person shall have any options, warrants, or other rights to buy, or convert
        into, any securities of Logic.
  6.3.7  The
        Surviving Corporation shall have entered into an employment agreement with
        Charles P. Mrdjenovich, which shall be satisfactory in form and substance
        to SYS.
  6.3.8  Completion
        and delivery to SYS of audits of Logic’s financial statements covering the
        fiscal years ended December 31, 2004 and December 31, 2003,
        which
        audits shall be appropriate and adequate for use in preparing reports and
        registration statements to be filed with the Securities and Exchange
        Commission.
  6.3.9  Logic
        and
        the Stockholders shall have furnished SYS with a release from Xyratex, either
        substantially in the form and substance attached as Exhibit C, or
        on such
        other terms and conditions as are satisfactory to SYS in its discretion,
        effective as of the Closing Date and the payoff of Xyratex.
  **ARTICLE
        VII**
 **TERMINATION
        AND AMENDMENT** ****
  7.1  Termination .
        This
        Agreement may be terminated prior to the Effective Time:
  7.1.1  by
        mutual
        written consent of SYS, Subcorp, Logic, and the Stockholders;
  7.1.2  by
        SYS or
        Stockholders:
  (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
        November 30, 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
        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 Logic that would constitute
        a
        Material Adverse Effect on Logic;
  7.1.5  by
        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
        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. Further, if either SYS or Logic decides that it will not
        proceed to close the Merger, and such decision is not based on either (i) a
        material change in either party’s business or results of operations or
        (ii) information discovered in the course of due diligence, then the
        party
        who decides that it will not proceed to closing shall pay the other party
        $25,000.
  7.3  Return
        of Documents .
        In the
        event this Agreement is terminated for any reason, SYS shall, within fifteen
        (15) calendar days following such termination, deliver to Logic all documents
        and materials previously delivered to SYS by Logic.
  **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 the
        Stockholders shall survive, irrespective of any different survival period
        under
        any applicable statute of limitation, until December 31, 2006 (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 Logic 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 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, 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
        Logic and/or Stockholders of any of their representations or warranties set
        forth in this Agreement and (ii) any failure by Logic and/or the
        Stockholders to perform any of their covenants or agreements set forth in
        this
        Agreement; provided, however, that, except in the case of the commission
        of
        fraud by the Stockholder from whom indemnity is sought, the obligations of
        each
        Stockholder under this Section 8.2 shall be limited to the amounts
        received
        by the Stockholder under this Agreement. The first recourse of the SYS
        Indemnified Parties for Losses shall be from the Escrow Consideration and
        pursuant to the Escrow Agreement. Any Losses remaining thereafter may be
        obtained jointly and severally from the Stockholders subject to the limitations
        stated above. 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 Charles P.
        Mrdjenovich. 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.
  8.3  Limitations .
  8.3.1  Notwithstanding
        any provision of this Agreement to the contrary, except as set forth in the
        next
        sentence of this Section 8.3, an SYS Indemnified Party may not recover
        any
        Losses under Section 8.2 unless and until the aggregate amount of
        Losses
        exceeds Thirty Thousand Dollars ($30,000) (the “Threshold Amount”), in which
        case the SYS Indemnified Party shall be entitled to recover all Losses without
        regard to the Threshold Amount from the first dollar of such Losses.
        Notwithstanding the foregoing, an SYS Indemnified Party shall be entitled
        to
        recover for, and the Threshold Amount shall not apply as a threshold to,
        any and
        all claims or payments made with respect to Losses arising from fraud, willful
        misconduct or intentional misrepresentation.
  8.3.2  Notwithstanding
        anything to the contrary contained in this Article VIII, in order
        for an
        indemnity claim to be made for an indemnity obligation under Section 8.2,
        the claim must have arisen by the Cut-Off Date and be asserted in writing
        and
        delivered to the indemnifying party on or before February 15,
        2007.
  8.3.3  Notwithstanding
        anything to the contrary contained in this Article VIII, the indemnity
        contained in Section 8.2 shall be several with respect to those warrants
        that are made severally.
  **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
        Logic and the Stockholders:
  Charles
        P. Mrdjenovich
 11233
        Sherrard Way
 San
        Diego, CA 92131
  Jamie
        L.
        Curtis
 11233
        Sherrard Way
 San
        Diego, CA 92131
  Theo
        H.
        Aukerman
 14837
        Oakline Road
 Poway,
        CA
        92064
  Charlene
        A. Aukerman
 14837
        Oakline Road
 Poway,
        CA
        92064
  Phillip
        A. England
 12186
        Via
        Milano
 San
        Diego, CA 92128
  Lisa
        K.
        England
 12186
        Via
        Milano
 San
        Diego, CA 92128
  Rebecca
        Blankinship
 3044
        Featherstone Dr.
 Burlington,
        KY 41005
  Michael
        Gehlen
 10216
        Aviary Drive
 San
        Diego, CA 92131
  Dwityani
        S. Gehlen
 10216
        Aviary Drive
 San
        Diego, CA 92131
  Timothy
        D. Green
 850
        Pohl
        Place
 Vista,
        CA
        92083
  Kellie
        L.
        Green
 850
        Pohl
        Place
 Vista,
        CA
        92083
  Stephen
        Jones
 1944
        Fantero Ave.
 Escondido,
        CA 92029
  Nicole
        L.
        Jones
 1944
        Fantero Ave.
 Escondido,
        CA 92029
  Kevin
        R.
        McIver
 1915
        Bonus Drive
 San
        Diego, CA 92110
  Rene
        C.
        McIver
 1915
        Bonus Drive
 San
        Diego, CA 92110
  Kyle
        R.
        Myers
 13931
        Mercado Drive
 Del
        Mar,
        CA 92014
  Rene
        Savalle
 P.O.
        Box
        6183
 San
        Diego, CA 92166
  Maureen
        B. Savalle
 P.O.
        Box
        6183
 San
        Diego, CA 92166
  Frederick
        J. Kokaska
 13927
        Poway Valley Road
 Poway,
        CA
        92064
  Barbara
        L. Kokaska
 13927
        Poway Valley Road
 Poway,
        CA
        92064
  Suzana
        C.
        Brady
 36565
        Stone Manor Lane
 Philomont,
        VA 20131
  Konstantin
        R. Wilms
 26321
        Pacato Drive
 Mission
        Viejo, CA 92691
  Catherine
        L. Wilms
 26321
        Pacato Drive
 Mission
        Viejo, CA 92691
   with
        a
        copy to:
  Procopio,
        Cory, Hargreaves & Savitch LLP
 530
        B
        Street, Suite 2100
 San
        Diego, CA 92101
 Attention:
        John C. O’Neill
 Facsimile:
        (619) 744-5464
 
 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 Logic, any change in or effect upon the assets (including intangible
        assets), liabilities (contingent or otherwise), financial condition, or results
        of operations of Logic directly or indirectly arising out of or attributable
        to
        the loss by Logic 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 Logic, the actual knowledge of Charles P. Mrdjenovich,
        and with
        respect to the Stockholders, the actual knowledge of each
        Stockholder.
  9.3  Counterparts .
        This
        Agreement may be executed in counterparts, 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 Merger shall be brought only 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. 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 if the Effective Time occurs
        prior to November 30, 2006, SYS will, as a consequence of the Merger,
        assume up to $100,000 of Logic’s legal and accounting fees directly related to
        the negotiation and closing of the Merger.
  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 Effective Time only by agreement in
        writing executed by all of the parties hereto; provided , however ,
        that
        SYS and Logic shall be entitled to provide written statements regarding new
        information as to the Logic Disclosure Schedule, respectively, without the
        written consent of the other parties hereto.
  9.13  Attorneys’
        Fees .
        If any
        action or arbitration is commenced to enforce or interpret any provision
        of this
        Agreement, the prevailing party shall be entitled to recover from the other
        party actual attorneys’ fees and costs incurred in connection with such action,
        in addition to all other proper relief. Attorneys’ fees incurred in enforcing
        any judgment are recoverable as a separate item, and this provision for
        post-judgment attorneys’ fees shall survive any judgment and shall not be deemed
        merged into the judgment.
  [Signature
        Page Follows]
  
   **IN
        WITNESS WHEREOF** ,
        SYS,
        Shadow and the Stockholders have signed this Agreement as of the date first
        written above.
 
 **SYS**
  By:  ____________________________________
 Name:  Edward
        M.
        Lake
 Title:
        Chief Financial Officer
   **SHADOW
        II, INC.**
  By:  ____________________________________
 Name:  Edward
          M.
          Lake
 Title:
          Chief Financial Officer
 
  **LOGIC
        INNOVATIONS, INC.**
  By:  ____________________________________
 Name:  Charles
        P. Mrdjenovich
 Title:
        President
   **STOCKHOLDERS**
  __________________________________________
 Charles
        P. Mrdjenovich, an Individual
 
 
 __________________________________________
 Jamie
        L.
        Curtis, an Individual
 
 
 __________________________________________
 Theo
        H.
        Aukerman, an Individual
 
 
 __________________________________________
 Charlene
        A. Aukerman, an Individual
 
 
 [Signature
        Page to Agreement and Plan of Merger]
  
  
 __________________________________________
 Phillip
        A. England, an Individual
 
 
 __________________________________________
 Lisa
        K.
        England, an Individual
 
 
 __________________________________________
 Rebecca
        Blankinship, an Individual
 
 
 __________________________________________
 Michael
        Gehlen, an Individual
 
 
 __________________________________________
 Dwityani
        S. Gehlen, an Individual
 
 
 __________________________________________
 Timothy
        D. Green, an Individual
 
 
 __________________________________________
 Kellie
        L.
        Green, an Individual
 
 
 __________________________________________
 Stephen
        Jones, an Individual
 
 
 __________________________________________
 Nicole
        L.
        Jones, an Individual
 
 
 __________________________________________
 Kevin
        R.
        McIver, an Individual
 
 
 __________________________________________
 Rene
        C.
        McIver, an Individual
 
 
 __________________________________________
 Kyle
        R.
        Myers, an Individual
 
 
 [Signature
        Page to Agreement and Plan of Merger]
  
  
 __________________________________________
 Rene
        Savalle, an Individual
 
 
 __________________________________________
 Maureen
        B. Savalle, an Individual
 
 
 __________________________________________
 Frederick
        J. Kokaska, an Individual
 
 
 __________________________________________
 Barbara
        L. Kokaska, an Individual
 
 
 __________________________________________
 Suzana
        C.
        Brady, an Individual
 
 
 __________________________________________
 Konstantin
        R. Wilms, an Individual
 
 
 __________________________________________
 Catherine
        L. Wilms, an Individual
 
 
 [Signature
        Page to Agreement and Plan of Merger]
 
  **SYS**
 By:  ____________________________________
 Name:  Clifton
        L. Cooke
 Title:  President ****
   **SYS**
  By:  ____________________________________
 Name:  Michael
        W. Fink
 Title:  Secretary
   **SHADOW
        II, INC.**
  By:  ____________________________________
 Name:  Clifton
        L. Cooke
 Title:  President
   **SHADOW
        II, INC.**
  By:  ____________________________________
 Name:  Michael
        W. Fink
 Title:  Secretary ****
 
 [Signature
        Page to Agreement and Plan of Merger]
 
 
  
   **EXHIBIT A**
 
 Escrow
        Agreement
  
  **EXHIBIT B**
 
 Investment
        Representation Certificate
  
  **EXHIBIT** **C**
 
 Xyratex
        Release