**AGREEMENT AND PLAN OF MERGER **

**AMONG **

**SYS, **

**SHADOW I, INC.A WHOLLY-OWNED SUBSIDIARY OF SYS, **

**ANTIN ENGINEERING, INC. **

**AND THE STOCKHOLDERS OF**

**ANTIN ENGINEERING, INC. **

**JANUARY 3, 2005**

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ARTICLE I THEMERGER
> 
1.1       The Merger1.2       Effective Time1.3       Effects of theMerger1.4       Articles ofIncorporation and Bylaws

ARTICLE IICONVERSION OF SECURITIES AND ESCROW
> 
2.1       MergerConsideration; Conversion of Capital Stock2.2       Subcorp Stock2.3       Fractional Shares;Adjustments2.4       Exchange ofCertificates2.5       Escrow Accounts2.6       Internal RevenueCode Election

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SYS
> 
3.1       Organization andStanding3.2       Corporate Power andAuthority3.3       Conflicts; Consentsand Approvals3.4       Actions3.5       Financial Ability3.6       Capitalization ofSYS3.7       Brokerage andFinders' Fees3.8       BoardRecommendation; Required Vote3.9       SYS SEC Documents3.10     Books and Records3.11     No UndisclosedLiabilities3.12     No Material AdverseChange

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
> 
4.1       Organization andStanding4.2       Subsidiaries4.3       Power and Authority4.4       Capitalization ofAntin4.5       Conflicts; Consentsand Approvals4.6       Brokerage andFinders' Fees4.7       Books and Records;Financial Statements4.8       Compliance with Law4.9       Actions4.10     No Material AdverseChange4.11     Taxes4.12     Intellectual Property4.13     Title to Assets andProperties4.14     Employee BenefitPlans4.15     Contracts4.16     Labor Matters4.17     UndisclosedLiabilities4.18     Operation of Antin'sBusiness; Relationships4.19     Permits4.20     Real Property4.21     Environmental Matters4.22     Accounts Receivable4.23     Insurance4.24     Product or ServiceWarranty4.25     Data ProtectionMatters4.26     Foreign CorruptPractices Act4.27     Government Contracts4.28     Relations withGovernments4.29     No ExistingDiscussions4.30     Review of SYS SECDocuments

ARTICLE VCOVENANTS OF THE PARTIES
> 
5.1       Mutual Covenants5.2       Covenants of SYS5.3       Covenants of Antinand the Stockholders

ARTICLE VICONDITIONS
> 
6.1       Conditions to theObligations of Each Party6.2       Conditions toObligations of Stockholders6.3       Conditions toObligations of SYS and Subcorp

ARTICLE VIITERMINATION AND AMENDMENT
> 
7.1       Termination7.2       Effect ofTermination

ARTICLE VIIIGENERAL SURVIVAL AND INDEMNIFICATION
> 
8.1       Survival ofRepresentations and Warranties8.2       Indemnification

ARTICLE IXMISCELLANEOUS
> 
9.1       Notices9.2       Interpretation9.3       Counterparts9.4       Entire Agreement9.5       Third-PartyBeneficiaries9.6       Governing Law;Venue9.7       Arbitration9.8       SpecificPerformance9.9       Assignment9.10     Expenses9.11     Severability9.12     Amendment

 EXHIBITS
| Form of Escrow Agreement | Exhibit A |
|--------------------------|----------------|

SCHEDULES
| Antin Disclosure Schedule | Attached |
|---------------------------|----------|
| Schedule 2.1              | Attached |

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**AGREEMENTAND PLAN OF MERGER**

        This Agreement and Plan of Merger(this "Agreement") is made and entered into as of January 3, 2005 by andamong SYS, a California corporation ("Buyer" or "SYS"); Shadow I, Inc., aCalifornia corporation and a wholly-owned subsidiary of SYS ("Subcorp"), AntinEngineering, Inc., a California corporation ("Antin"), and Janathin A.Miller, an individual resident in the State of California ("Miller"), PericlesHaleftiras, an individual resident in the State of California ("Haleftiras"),Paul D. White, an individual resident in the State of California("White"), Victor M. Wilson, an individual resident in the State of Nevada("Wilson"), Judith L. Smith, an individual resident in the State ofCalifornia ("Smith"), John D. Dunaway, an individual resident in the Stateof Virginia ("Dunaway"), James M. Bennett, an individual resident in theState of Virginia ("Bennett"), and Albert J. Ford, an individual residentin the State of Virginia ("Ford"), who constitute all of the shareholders ofAntin.  Miller, Haleftiras, White, Wilson, Smith, Dunaway, Bennett, and Fordare sometimes referred to individually herein as a "Stockholder,""Shareholder," or "Antin Stockholder" and collectively as the "Stockholders,"the "Shareholders," or the "Antin Stockholders").

**PRELIMINARYSTATEMENTS**

        WHEREAS, the respective Boards of Directors of SYS, Subcorp andAntin have determined that the merger of Antin with and into Subcorp, in themanner contemplated herein (the "Merger"), is desirable and in the bestinterests of their respective stockholders and, by resolutions duly adopted,have approved and adopted this Agreement;

        WHEREAS, SYS, Subcorp, Antin, andthe Stockholders desire to make certain representations, warranties, covenantsand agreements in connection with the Merger and also to prescribe variousconditions to the Merger.

        NOW, THEREFORE, in considerationof these premises and their promises hereinafter set forth, the parties heretoagree as follows: 

**ARTICLE ITHE MERGER**

        1.1           The Merger.  Upon the terms and subject to the conditions set forth inthis Agreement, and in accordance with the California General Corporation Law(the "CGCL"), Antin shall be merged with and into Subcorp at the EffectiveTime.  As a result of the Merger, the separate corporate existence of Antinshall cease and Subcorp shall continue its existence under the laws of theState of California as a wholly-owned subsidiary of SYS.  Subcorp, in itscapacity as the corporation surviving the Merger, is hereinafter sometimesreferred to as the "Surviving Corporation."

        1.2           Effective Time.  As promptly as possible following the later of theClosing Date and the approval of the listing of shares to be issued by SYS inthe Merger by the American Stock Exchange, the parties shall cause the Mergerto be consummated by filing with the Secretary of State of the State ofCalifornia (the "California Secretary of State") this Agreement and anofficer's certificate from SYS and Subcorp (collectively, the "CaliforniaMerger Documents") in such form as is required by, and executed in accordancewith, the CGCL.  The Merger shall become effective (the "Effective Time") whenthe California Merger Documents have been filed with the California Secretaryof State or at such later time as shall be agreed upon by SYS and Antin andspecified in the California Merger Documents.  Prior to the filings referred toin this Section 1.2, a closing (the "Closing") shall be held at theoffices of SYS's counsel, Luce, Forward, Hamilton & Scripps LLP ("LuceForward"), 600 West Broadway, Suite 2600, San Diego, California92101, or such other place as the parties may agree on, as soon as practicable(but in any event within ten business days) following the date upon which allconditions set forth in Article IV have been satisfied or waived, or atsuch other date as SYS and Antin may agree, provided that the conditions setforth in Article VI have been satisfied or waived at or prior to suchdate.  The date on which the Closing takes place is referred to herein as the"Closing Date."  For all purposes, the Closing shall be effective as of 8:00a.m., Pacific Standard Time, on January 3, 2005.

        1.3           Effects of the Mergerer.  At and after the Effective Time, the separate existenceof Antin will cease, and Subcorp as the Surviving Corporation and successorshall succeed to all the rights and property of Subcorp and Antin, and shall besubject to all the debts and liabilities of Subcorp and Antin except asotherwise expressly provided in reference to this Agreement.

        1.4           Articles of Incorporation and Bylaws.  The Articles of Incorporation of Subcorp, as in effectimmediately prior to the Effective Time, shall be the Articles of Incorporationof the Surviving Corporation and the Bylaws of Subcorp, as in effectimmediately prior to the Effective Time, shall be the Bylaws of the SurvivingCorporation, in each case until amended in accordance with the CGCL. 

**ARTICLE IICONVERSION OF SECURITIES AND ESCROW**

        2.1           Merger Consideration; Conversion of Capital Stock.  At the Effective Time, by virtue of the Merger andwithout any action on the part of SYS, Subcorp or Antin or their respectivestockholders, each share of Antin Capital Stock issued and outstandingimmediately prior to the Effective Time shall be converted into, and shallrepresent the right to receive, that portion of the aggregate amount of up to$2,100,000 (such aggregate amount, the "Merger Consideration"), to which suchshare is entitled, with $360,000 payable in cash (the "Cash Consideration"),and up to $1,740,000, payable in the form of up to 696,000 shares of restrictedSYS Common Stock (valued at $2.50 per share) (the "Stock Consideration").  TheMerger Consideration shall be paid and allocated and distributed among theStockholders as set forth on Schedule 2.1.

        2.2            Subcorp Stock.  Each share of capital stock of Subcorp outstanding at theEffective Time shall remain issued and outstanding following the EffectiveTime.

        2.3           Fractional Shares; Adjustments.  

                        2.3.1       No certificates for fractional SYS Common Shares shall be issued as aresult of the conversion provided for in Section 2.1, and such fractionalshare interests will not entitle the owner thereof to vote or have any rightsof a holder of SYS Common Shares. 

                        2.3.2       In lieu of any such fractional SYS Common Shares, the holder of acertificate or certificates (the "Certificates") that immediately prior to theEffective Time represented outstanding shares of Antin Capital Stock whoseshares were converted into the right to receive the Merger Considerationpursuant to Section 2.1, upon presentation of such fractional interestrepresented by an appropriate Certificate for Antin Capital Stock to SYS, shallbe entitled to receive a cash payment therefore, in an amount equal to thevalue of such fractional interest, with an SYS Common Share being valued forthis purpose as described in Section 2.1.  Such payment with respect tofractional shares is intended to avoid the expense and inconvenience of issuingfractional shares and to provide a mechanical rounding off of, and is not aseparately bargained for, consideration.  If more than one Certificate shall besurrendered for the account of the same holder, the number of shares of AntinCapital Stock for which Certificates have been surrendered shall beappropriately adjusted to provide to the Stockholders the same economic effectas contemplated by this Agreement.  The fractional share interests of eachStockholder will be aggregated, and no Stockholder will receive cash in anamount greater than the value of one full SYS Common Share for such fractionalshare interest.

        2.4           Exchange of Certificates.  

                        2.4.1       Exchange at Closing and at the Effective Time and Possible SubsequentDelivery of SYS Shares.  At the Closing, each Antin Stockholder shalldeliver (i) the Certificate or Certificates representing such AntinStockholder's shares of Antin Capital Stock (or affidavits of lost certificatesin lieu thereof), duly endorsed in blank or accompanied by stock powers duly executedin blank and (ii) fully executed stock powers (medallion guaranteed) withrespect to that Stockholder's shares of SYS Common Stock which are to bedeposited with the Escrow Agent, and in exchange for such delivery shallreceive as soon as possible after the Effective Time (i) the CashConsideration to which such Antin Stockholder is entitled as set forth onSchedule 2.1, and (ii) the Stock Consideration to which such AntinStockholder is entitled as set forth on Schedule 2.1, payable by deliveryof a single stock certificate naming the Escrow Agent as the holder thereof. Subsequent to the Effective Time, SYS shall deliver to the Stockholders and toEscrow such additional Stock Consideration to which the Stockholders may beentitled pursuant to Schedule 2.1.

                        2.4.2       Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or otherdistributions declared or made after the Effective Time with respect to SYSCommon Shares having a record date after the Effective Time shall be paid tothe holder of any unsurrendered Certificate, no cash payment as part of theMerger Consideration and no cash payment of interest or in lieu of fractionalshares shall be paid to any such holder, until the holder shall surrender suchCertificate (or affidavit) as provided in this Section 2.4.  Subject tothe effect of all applicable constitutions, laws, statutes, treaties, orders,rules, regulations, ordinances, notices, approvals, policies or guidelinespromulgated, or judgments, decisions, decrees, or orders of any GovernmentalAuthority (collectively, "Applicable Laws"), following surrender of any suchCertificate, there shall be paid to the holder of the Merger Considerationissued in exchange therefor, without interest, (i) at the time of suchsurrender, the amount of dividends or other distributions with a record dateafter the Effective Time theretofore payable with respect to such whole SYSCommon Shares and not paid, less the amount of any withholding taxes that maybe required thereon, and (ii) at the appropriate payment date subsequentto surrender, the amount of dividends or other distributions with a record dateafter the Effective Time but prior to surrender and a payment date subsequentto surrender payable with respect to such whole SYS Common Shares, less theamount of any withholding taxes which may be required thereon. 

                        2.4.3       No Further Ownership Rights in Antin Capital Stock.  All MergerConsideration issued and/or paid upon surrender of Certificates (or affidavit)in accordance with the terms hereof (including any cash paid pursuant to thisArticle II) shall be deemed to have been issued and/or paid in fullsatisfaction of all rights pertaining to such shares of Antin Capital Stockrepresented thereby, and, as of the Closing, the stock transfer books of Antinshall be closed and there shall be no further registration of transfers on thestock transfer books of Antin of shares of Antin Capital Stock outstandingimmediately prior to the Closing.  If, after the Closing, Certificates arepresented to Antin or the Surviving Corporation for any reason, they shall becancelled.

                        2.4.4       No Liability.  Neither SYS nor the Surviving Corporation shall beliable to any person in respect of any Merger Consideration (on dividends,distributions, or interest with respect thereto) delivered to a public officialpursuant to any applicable abandoned property, escheat or similar law.  If anyCertificates shall not have been surrendered prior to seven years after theEffective Time or immediately prior to such earlier date on which any MergerConsideration (or any dividends, distributions, or interest with respectthereto) would otherwise escheat to or become the property of any GovernmentalAuthority, any such Merger Consideration (or dividends, distributions, orinterest with respect thereto) shall, to the extent permitted by ApplicableLaw, become the property of SYS, free and clear of all claims or interest ofany 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, localmunicipal, foreign or multi-national court, arbitral tribunal, administrativeagency 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 toexercise, any administrative, executive, judicial, legislative, policy,regulatory or taxing authority or power of any nature or (G) official ofany of the foregoing.

                        2.4.5       Withholding Rights.  Each of the Surviving Corporation and SYSshall be entitled to deduct and withhold from the Cash Consideration otherwisepayable pursuant to this Agreement to any holder of shares of Antin CapitalStock, such amounts as it is required to deduct and withhold with respect tothe making of such payment or any other payment by Antin, the SurvivingCorporation or SYS, under the United States Internal Revenue Code of 1986, asamended (the "Code") or any provision of state, local or foreign Tax law.  Tothe extent that amounts are so withheld by the Surviving Corporation or SYS, asthe case may be, such withheld amounts shall be treated for all purposes ofthis Agreement as having been paid to the holder of the shares of Antin CapitalStock in respect of which such deduction and withholding was made by theSurviving Corporation or SYS, as the case may be.  Any Tax withheld by SYS orthe Surviving Corporation shall be paid by SYS or the Surviving Corporation, asthe case may be, to the appropriate Governmental Authority when due inaccordance with Applicable Law; and SYS or the Surviving Corporation, as thecase may be, shall within 30 days of the payment of such Tax deliver to theholder of the shares of Antin Capital Stock evidence reasonably satisfactory tosuch holder that payment was duly remitted to the appropriate GovernmentalAuthority.  The parties hereto anticipate that no Stock Consideration andsubstantially all of the Cash Consideration will be withheld and paid toGovernmental Authorities pursuant to this Section 2.4.5.  Any CashConsideration which is not so withheld shall be distributed at Closing inaccordance with Schedule 2.1.

                        2.4.6       Restrictive Legend.  Each certificate evidencing SYS CommonShares issued pursuant to this Agreement shall bear the following legend inconspicuous type:

THE SHARES REPRESENTED BY THIS CERTIFICATEHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORREGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.  THE SHARES MAY NOT BESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION ORQUALIFICATION WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONTHAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

        2.5           Escrow Accounts.  

                        2.5.1       Escrow Agreement.  On or prior to the Closing Date, SYS and theStockholders shall establish an escrow at Union Bank of California, N.A. (the"Escrow Account"), by the execution and delivery of an Escrow Agreementsubstantially in the form attached as Exhibit A hereto (the "EscrowAgreement").

                        2.5.2       Deposit of Escrow Consideration.  As soon as possible after theEffective Time, SYS shall deliver to the Escrow Agent, for immediate depositinto the Escrow Account, 220,000 shares of restricted SYS Common Stock, to beallocated among the Stockholders in accordance with Schedule 2.1, bydelivery of one certificate issued in the name of the Escrow Agent as EscrowAgent, accompanied if requested by the Escrow Agent by stock powers dulyendorsed in blank by the Antin Stockholders.  Any such endorsement shall bemedallion guaranteed.  Such shares shall constitute part of the "EscrowConsideration," which may also be referred to herein as the "Escrow StockConsideration."  Any remaining part of the Escrow Consideration, which mayconsist of up to 128,000 shares of restricted SYS Common Stock, shall bedetermined in accordance with Schedule 2.1 and shall be delivered by SYS tothe Escrow Agent upon the later of the approval of the listing of shares to beissued by SYS in the Merger by the American Stock Exchange on delivery of theClosing Date Balance Sheet to the Stockholders by SYS and shall be allocated toMiller in accordance with Schedule 2.1.

                        2.5.3       Disbursement of Merger Consideration.  All of the EscrowConsideration deposited in the Escrow Account shall be available, in accordancewith this Agreement and the Escrow Agreement, to secure, and to providerecourse for, the rights of SYS as described in Schedule 2.1 and toprovide recourse to SYS for any breach of the representations and warranties ofthe Antin Stockholders under Article IV hereof and pursuant toArticle VIII hereof, and shall be paid to the Antin Stockholders only inaccordance with and subject to the terms and conditions set forth herein and inthe Escrow Agreement.

        2.6           Internal Revenue Code Election.  At its option, following the Closing Date SYS may make anelection under Section 338 of the Internal Revenue Code of 1986, asamended, with regard to the Merger, provided that such election has no adverseeffect upon any of the Antin stockholders.

**ARTICLE IIIREPRESENTATIONSAND WARRANTIES OF SYS**

        In order to induce Antin and the Stockholders to enter intothis Agreement, SYS hereby represents and warrants to Antin and theStockholders that the statements contained in this Article III are true,correct and complete, except as otherwise expressly set forth in thisArticle III as of the date hereof unless another date is expressly statedbelow.

        3.1           Organization and Standing.  SYS and each subsidiary of SYS is a corporation dulyorganized, validly existing and, where applicable, in good standing under thelaws 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 wherenow owned, leased, used, operated and conducted.  Each of SYS and eachsubsidiary of SYS is duly qualified to do business and in good standing in eachjurisdiction in which the nature of the business conducted by it or theproperty it owns, leases or operates, requires it to so qualify, except wherethe failure to be so qualified or in good standing in such jurisdiction wouldnot have a Material Adverse Effect on SYS and its subsidiaries taken as awhole.  SYS is not in default in the performance, observance or fulfillment ofany provision of the SYS Articles of Incorporation, as amended (the "SYSArticles"), or the SYS Amended and Restated Bylaws, as amended, as in effect onthe date hereof (the "SYS Bylaws").  SYS has heretofore furnished to theStockholders complete and correct copies of the SYS Articles and the SYSBylaws.

        3.2           Corporate Power and Authority.  Each of SYS and Subcorp has all requisite corporate powerand authority to enter into and deliver this Agreement, to perform itsobligations hereunder and to consummate the transactions contemplated by thisAgreement.  The execution and delivery of this Agreement and the consummationof the transactions contemplated hereby by SYS and Subcorp have been dulyauthorized by all necessary corporate action on the part of SYS and Subcorp. This Agreement has been duly executed and delivered by SYS and Subcorp andconstitutes the legal, valid and binding obligation of SYS and Subcorp enforceableagainst each of them in accordance with its terms, except to the extent thatsuch enforceability may be subject to applicable bankruptcy, insolvency,reorganization, moratorium and similar laws affecting the enforcement ofcreditors' rights generally or by general equitable principles.

        3.3           Conflicts; Consents and Approvals.  Neither the execution and delivery of this Agreement bySYS and Subcorp nor the consummation of the transactions contemplated hereby orthereby will: 

                        3.3.1       conflict with, or result in a breach of any provision of, the SYSArticles 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 ofany provision of, or constitute a material default (or an event that, with thegiving 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 orotherwise) to terminate, accelerate, modify or call a material default under,or result in the creation of any material Encumbrance upon any of theproperties or assets of SYS or any of its subsidiaries under, any of the terms,conditions or provisions of any material note, bond, mortgage, indenture, deedof trust, license, contract, undertaking, agreement, lease or other instrumentor obligation to which SYS or any of its subsidiaries is a party (for purposesof 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, securityinterest, 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 GovernmentalAuthority or (ii) Applicable Laws relating to SYS or any of itssubsidiaries or their respective properties or assets; or 

                        3.3.4       require any action or consent or approval of, or review by, orregistration or filing by SYS or any of its affiliates with, any third party orany Governmental Authority, other than registrations or other actions requiredunder federal and state securities laws as are contemplated by this Agreement. 

        3.4           Actions.  There is no Action against SYS or Subcorp which questionsthe validity of this Agreement or any action taken or to be taken pursuanthereto.  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.  SinceJuly 1, 2000, neither SYS nor any of its subsidiaries has been subject toany order, writ, injunction or decree relating to its method of doing businessor its relationship with past, existing or future users or purchasers of anygoods or services.

        3.5           Financial Ability.  SYS will have a sufficient number of SYS Common Sharesand 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 ofthis Agreement, (i) 8,161,566 shares of SYS Common Stock are issued andoutstanding, (ii) 2,038,840 shares of SYS Common Stock are reserved forissuance upon the exercise or conversion of options, warrants or convertiblesecurities granted or issuable by SYS, not including SYS's Stock Option andStock Purchase Plans, (iii) 3,708,219 shares of SYS Common Stock arereserved 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 SYSCommon Stock, the SYS Preferred Stock, and the SYS Preference Stock arereferred to herein collectively as the "SYS Capital Stock."  Each outstandingshare of SYS Capital Stock is duly authorized and validly issued, fully paidand nonassessable and has not been issued in violation of any preemptive orsimilar rights.  The issuance and sale of all of the shares of SYS CapitalStock described in this Section 3.6.1 have been in compliance in allmaterial respects with applicable federal and state securities laws.  

        3.7           Brokerage and Finders' Fees.  Neither SYS nor any stockholder, director, officer oremployee thereof, has incurred or will incur on behalf of SYS or any of itsaffiliates, any brokerage, finders' or similar fee in connection with thetransactions contemplated by this Agreement.

        3.8           Board Recommendation; Required Vote.  The board of directors of each of Subcorp and SYS, at ameeting duly called and held, has by majority vote of those directors presentand constituting a quorum of the directors then in office determined that thisAgreement and the transactions contemplated hereby, are fair to and in the bestinterests of Subcorp, SYS, and the SYS Stockholders.  No vote of any holder ofSYS Capital Stock is required under the SYS Articles, SYS Bylaws or ApplicableLaw with respect to this Agreement or the transactions contemplated hereby.

        3.9           SYS SEC Documents.  SYS has filed with the U.S. Securities and ExchangeCommission (the "Commission") all forms, reports, schedules, statements andother documents (including exhibits and other information incorporated therein)required to be filed by it since July 1, 2003 under the Securities Act of1933, as amended (the "Securities Act"), or the Securities Exchange Act of1934, as amended (the "Exchange Act") (such documents, as supplemented andamended since the time of filing, collectively, the "SYS SEC Documents"). Nosubsidiary of SYS is required to file any form, report, registration statement,prospectus or other document with the Commission.  To the Knowledge of SYS, theSYS SEC Documents, including, without limitation, any financial statements orschedules included in the SYS SEC Documents, at the time filed (and, in thecase of registration statements and proxy statements, on the dates ofeffectiveness and the dates of mailing, respectively and, in the case of anySYS SEC Document amended or superseded by a filing prior to the date of thisAgreement, then on the date of such amending or superseding filing):(a) did not contain any untrue statement of a material fact or omit tostate a material fact required to be stated therein or necessary in order tomake the statements therein, in light of the circumstances under which theywere made, not misleading and (b) complied in all material respects withthe applicable requirements of the Exchange Act and the Securities Act, as thecase 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 ofregistration statements and proxy statements, on the dates of effectiveness andthe dates of mailing, respectively, and, in the case of any SYS SEC Documentamended or superseded by a filing prior to the date of this Agreement, then onthe date of such amending or superseding filing) complied in all materialrespects with applicable accounting requirements and with the published rulesand regulations of the Commission with respect thereto, were prepared inaccordance with generally accepted accounting principles applied on aconsistent basis during the periods involved (except as may be indicated in thenotes thereto or, in the case of unaudited statements, as permitted by Form10-QSB of the Commission), and fairly present (subject, in the case ofunaudited statements, to normal, recurring audit adjustments not material inamount) in all material respects the consolidated financial position of SYS andits consolidated subsidiaries as at the dates thereof and the consolidatedresults of their operations and cash flows for the periods then ended.  SinceJuly 1, 2003, SYS has maintained its books of account in accordance in allmaterial respects with Applicable Law and all books and records are completeand correct in all material respects, fairly and accurately reflect the income,expenses, assets and liabilities of SYS and its subsidiaries in all materialrespects, including the nature thereof and the transactions giving risethereto, and provide a fair and accurate basis for the preparation of thefinancial 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 materialrespects with Applicable Law, sound business practices and the requirements ofSection 13(b)(2) of the Exchange Act, including the maintenance of anadequate system of internal controls. The minute books of SYS and itssubsidiaries contain accurate and complete records of all proceedings, consentsand meetings held of, and corporate action taken by, their stockholders, theboards of directors, and committees of the boards of directors, and othergoverning bodies, as applicable, and no meeting of any such stockholders, boardof directors, committee or other governing body has been held for which minuteshave not been prepared and are not contained in such minute books. The books ofaccount of SYS and its subsidiaries are complete and correct in all materialrespects, have been maintained in accordance with Applicable Law, fairly andaccurately reflect the income, expenses, assets and liabilities of SYS and itssubsidiaries, including the nature thereof and the transactions giving risethereto, and provide a fair and accurate basis for the preparation of the SYSfinancial statements set forth in the SYS SEC Documents.  The signaturesappearing on all documents contained in such books of account are the truesignatures of the persons purporting to have signed the same.

        3.11       No Undisclosed Liabilities.  Except (a) as and to the extent disclosed orreserved against on the audited balance sheet of SYS as of June 30, 2004or the unaudited balance sheet of SYS as of September 24, 2004, or(b) as incurred after the date thereof in the ordinary course of businessconsistent with past practice, SYS and its subsidiaries do not have anyliabilities or obligations of any nature, whether known or unknown, absolute,accrued, contingent, choate, inchoate or otherwise and whether due or to becomedue, that, individually or in the aggregate, have or would reasonably beexpected to have a Material Adverse Effect on SYS and its subsidiaries taken asa whole.

        3.12       No Material Adverse Change.  Since September 30, 2004, there has been no materialadverse change in the assets, liabilities, results of operations, businessprospects, or financial condition of SYS or any event, occurrence ordevelopment that would reasonably be expected to have a Material Adverse Effecton SYS and its subsidiaries taken as a whole. 

**ARTICLE IVREPRESENTATIONSAND WARRANTIES OF STOCKHOLDER**

        In order to induce SYS to enter into this Agreement,(i) Miller hereby represents and warrants to SYS that the statementscontained in this Article IV are true, correct and complete, and(ii) with regard to Sections 4.4, 4.6, 4.8, 4.9, 4.10, 4.12, 4.14,4.15, 4.16, 4.17, 4.21, 4.22, 4.24, 4.26, 4.27, 4.28, 4.29, and 4.30 theStockholders jointly and severally represent and warrant to SYS that thestatements contained therein are true, correct, and complete, in each caseexcept as otherwise expressly set forth in this Article IV or in thedisclosure schedule previously delivered by the Stockholders to SYS and incorporatedherein by reference (the "Antin Disclosure Schedule"), as of the date hereofand as of the Closing Date unless another date is expressly stated below or inthe Antin Disclosure Schedule.  

        4.1           Organization and Standing.  Antin is a corporation duly organized and validlyexisting under the laws of the State of California with full corporate powerand authority to own, lease, use and operate its properties and to conduct itsbusiness as and where now owned, leased, used, operated and conducted. Antin isduly qualified or licensed to do business and is in good standing in eachjurisdiction in which the nature of the business conducted by it or theproperty it owns, leases, uses, or operates requires it to so qualify, belicensed 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 MaterialAdverse Effect on Antin or its business or properties taken as a whole.  Antinis not in default in the performance, observance or fulfillment of anyprovision of its Articles of Incorporation (the "Antin Articles") or its Bylaws(the "Antin Bylaws"), as in effect on the date hereof.  Antin has previouslyfurnished to SYS complete and correct copies of the Antin Articles and theAntin Bylaws, each as in effect on the date hereof.  Listed in Section 4.1in the Antin Disclosure Schedule is each jurisdiction in which Antin isqualified or licensed to do business and whether Antin is in good standing ineach applicable jurisdiction as of the date of the Agreement.

        4.2           Subsidiaries.  Antin does not own, directly or indirectly, any equity orother ownership interest in any corporation, partnership, joint venture orother entity or enterprise.  Antin is not subject to any obligation orrequirement 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.  This Agreement has been duly executed and delivered byAntin and the Stockholders and constitutes the legal, valid and bindingobligation of Antin and the Stockholders, enforceable against each of them inaccordance with its terms, except to the extent that such enforceability may besubject to applicable bankruptcy, insolvency, reorganization, moratorium andsimilar laws affecting the enforcement of creditors' rights generally or bygeneral equitable principles.

        4.4           Capitalization of Antin.  The authorized capital stock of Antin consists of2,000,000 common shares (the "Antin Common Stock").  At the date of thisAgreement, (i) 15,384.61 shares of Antin Common Stock are issued andoutstanding, and (ii) no shares of Antin Common Stock are reserved forissuance upon the exercise or conversion of options, warrants or convertiblesecurities.  The Antin Common Stock is also referred to herein the "AntinCapital Stock."  Each outstanding share of Antin Capital Stock is dulyauthorized and validly issued, fully paid and nonassessable, and has not beenissued in violation of any preemptive or similar rights.

                        4.4.1       As of the date hereof, other than as set forth in clause4.4(ii) above, there are no outstanding subscriptions, options, warrants,puts, calls, agreements, understandings, claims or other commitments or rightsof any type relating to the issuance, sale, repurchase or transfer by Antin ofany securities of Antin, nor are there outstanding any securities which areconvertible into or exchangeable for any shares of Antin Capital Stock, andAntin has no obligation of any kind to issue any additional securities or topay for or repurchase any securities of Antin or any predecessor.  Set forth inSection 4.4.1 of the Antin Disclosure Schedule is an accurate andcomplete list of the names of all holders of Antin Capital Stock, and thenumber and class of shares held by each such Antin stockholder.  Set forth inSection 4.4.1 of the Antin Disclosure Schedule is an accurate andcomplete list of the names of all holders of options, warrants or convertibleinstruments to purchase Antin Capital Stock, the number of shares issuable toeach such holder upon exercise of such option or warrant, and the exerciseprice and vesting schedule with respect thereto.

                        4.4.2       Antin has not agreed to register any securities of Antin under theSecurities Act or under any applicable securities law or granted registrationrights to any person or entity.

        4.5           Conflicts; Consents and Approvals.  Neither the execution and delivery of this Agreement byAntin and the Stockholders, nor the consummation of the transactionscontemplated hereby will: 

                        4.5.1       conflict with, or result in a breach of any provision of, the AntinArticles or the Antin Bylaws; 

                        4.5.2       violate or conflict with, or result in a breach of any provision of, orconstitute a default (or an event that, with the giving of notice, the passageof 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 anyEncumbrance upon any of the properties or assets of Antin under, any of theterms, conditions or provisions of any note, bond, mortgage, indenture, deed oftrust, license, contract, undertaking, agreement, lease or other instrument orobligation to which any Stockholder or Antin is a party, including withoutlimitation, any Contract; 

                        4.5.3       violate any (i) order, writ, injunction, decree, ruling,assessment, arbitration, or award of any Governmental Authority or arbitratoror (ii) Applicable Laws relating to any Stockholder or to Antin or any ofits properties or assets; or 

                        4.5.4       require any action or consent or approval of, or review by, orregistration or filing by any Stockholder or Antin or any of its affiliateswith, any third party or any Governmental Authority.

        4.6           Brokerage and Finders' Fees.  Neither Antin nor any stockholder, director, officer oremployee thereof, has incurred or will incur on behalf of Antin or anyStockholder, any brokerage, finders' or similar fee in connection with thetransactions 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 stockledgers of Antin (the "Books of Account") have been maintained, in allrespects, in accordance with Applicable Law.  The signatures of Antin personnelappearing on all documents contained in such Books of Account are the truesignatures of the persons purporting to have signed the same, and complete andcorrect copies of such Books of Account have been provided to SYS.

                        4.7.2       Attached to Section 4.7.2 of the Antin Disclosure Schedule, aspreviously delivered to SYS, are complete and correct copies of (i) theunaudited balance sheet of Antin as of September 30, 2004, and the relatedstatements of income and sources and uses of cash for the 9-month period thenended and (ii) the unaudited balance sheet of Antin as ofDecember 31, 2003, and the related statements of income and sources anduses of cash for the 12-month period then ended (collectively, the "AntinFinancial Statements").  The Antin Financial Statements (including the relatednotes) were prepared in accordance with generally accepted accountingprinciples applied on a consistent basis during the periods involved (except asmay be indicated in the notes thereto) and fairly present (subject, in the caseof unaudited statements, to normal, recurring audit adjustments not material inamount and to the absence of footnotes) in all material respects theconsolidated financial position of Antin and its consolidated subsidiaries asat the dates thereof and the consolidated results of their operations and cashflows for the periods then ended.

        4.8           Compliance with Law.  Except with respect to Applicable Laws discussedelsewhere in this Article IV, Antin is in compliance, in all respects, andat all times since January 1, 2002, has been in compliance, in allrespects, with all Applicable Laws relating to Antin or its businesses orproperties, except where the failure to be in compliance with such ApplicableLaws (individually or in the aggregate) would not have a Material AdverseEffect on Antin, or where such noncompliance has been cured and is reasonablyexpected to have no material impact on the future business or operations ofAntin.  Antin has received no written notice of any pending investigation orreview by any Governmental Authority with respect to Antin and no suchinvestigation or review is threatened, nor has any Governmental Authorityindicated an intention to conduct the same. 

        4.9           Actions.  Section 4.9 in the Antin DisclosureSchedule sets forth each instance in which Antin has received written noticeof an Action pending and each instance in which, to the Knowledge of theStockholders, any Action is threatened against Antin.  Since January 1,2004, Antin has not received written notice of Antin being subject to anyorder, writ, injunction or decree relating to its method of doing business orits relationship with past, existing or future users or purchasers of any goodsor services.

        4.10       No Material Adverse Change.  Since January 1, 2004, there has been no materialadverse change in the assets, liabilities, results of operations, businessprospects, or financial condition of Antin or any event, occurrence ordevelopment that would reasonably be expected to have a Material Adverse Effecton Antin. 

        4.11       Taxes.  

                        4.11.1         With regard to federal and state taxes:

                                            (i)                 Antin has filed all Tax Returns (including, but not limited to, thosefiled on a consolidated, combined or unitary basis) required to have been filedby Antin prior to the date hereof; 

                                            (ii)               All such Tax Returns referred to in clause 4.11.1(i) above weretrue and correct (except for such inaccuracies which are individually, and inthe aggregate, not material) and Antin has paid or, prior to the Closing Date,will pay within the time and manner prescribed by Applicable Law, all Taxes,interest and penalties required to be paid in respect of the periods covered bysuch Tax Returns due to any federal, state, foreign, local or other Taxauthority;

                                            (iii)              Antin has no liability for Taxes that is in excess of the amountreserved on the Antin Financial Statements;

                                            (iv)             Antin has not requested or filed any document having the effect ofcausing any extension of time within which to file any returns in respect ofany fiscal year which have not since been filed;

                                           (v)                Antin has not received written notice of any currently due and payabledeficiency for any Tax from any Tax authority;

                                            (vi)             Antin has not received written notice that it is the subject of anycurrently ongoing Tax audit;

                                            (vii)            As of the date of this Agreement, Antin has not received written noticefrom any Tax authority of any pending requests for waivers of the time toassess any Tax, other than those made in the ordinary course and for whichpayment has been made;

                                            (viii)          Antin has not waived any statute of limitations in respect of Taxes oragreed 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 theproperties or assets, real or personal, tangible or intangible of Antin (otherthan liens for Taxes not yet due and/or delinquent); and

                                            (x)               No written claim has ever been received by Antin from a GovernmentalAuthority in a jurisdiction where Antin files Tax Returns that Antin is or maybe subject to taxation by that jurisdiction.

                        4.11.2         Antin is not obligated by any Contract, agreement or other arrangementto indemnify any other person with respect to Taxes.  Antin is not now or hasever been a party to or bound by any agreement or arrangement (whether or notwritten and including, without limitation, any arrangement required orpermitted by law) binding Antin that (i) requires Antin to make any Taxpayment to or for the account of any other person, (ii) affords any otherperson the benefit of any net operating loss, net capital loss, investment Taxcredit, foreign Tax credit, charitable deduction or any other credit or Taxattribute which could reduce Taxes (including, without limitation, deductionsand credits related to alternative minimum Taxes) of Antin, or(iii) requires or permits the transfer or assignment of income, revenues,receipts or gains to Antin, from any other person. 

                        4.11.3         Except as set forth in Section 4.11.3 of the Antin DisclosureSchedule, Antin has withheld and paid over all Taxes required to have beenwithheld and paid over in connection with amounts paid or owing to anyemployee, independent contractor, creditor, stockholder or other third party. 

                        4.11.4         Antin has not agreed to make, or has received any written notice fromthe Internal Revenue Service proposing that Antin make, any adjustmentspursuant to Sections 263A or 481(a) of the Code or any similarprovision of state, local or foreign law by reason of a change in accountingmethod initiated by Antin, and Antin has no application pending with anyGovernmental Authority requesting permission for any changes in accountingmethods that relate to the business or operations of Antin.

                        4.11.5         Antin has not requested any private letter ruling of the InternalRevenue Service or comparable ruling of other Governmental Authorities.

                        4.11.6         The Tax Returns of Antin for the years ended 2002 and 2001, complete andcorrect copies of which are attached to Section 4.11.6 of the AntinDisclosure Schedule, list all deductions giving rise to any current-year Taxloss set forth on the applicable Tax Returns and the amount of each such Taxloss in each jurisdiction.  Antin has not yet filed its tax return for fiscal2003.

                        4.11.7         Except for the group for which Antin is presently a member, if any,Antin has never been a member of an affiliated group of corporations, withinthe meaning of Section 1504 of the Code, other than as a common parentcorporation, within the meaning of Section 1504 of the Code (or anysimilar provision of state or local law), except where Antin was the commonparent corporation of such affiliated group.

                        4.11.8         Antin has no liability for the Taxes of any person other than any of Antin under Regulation Section 1.1502-6 (or any similar provision ofstate, local or foreign law), as a transferee or successor, by contract orotherwise.

                        4.11.9         All elections with respect to the Tax Returns are reflected in the TaxReturns.  

                        4.11.10     Antin is not or has not been, a United States real property holdingcorporation (as defined in section 897(c)(2) of the Code) during theapplicable period specified in section 897(c)(1)(A)(ii) of the Code.

                        4.11.11     Antin is nor or has nor been a party to any joint venture, partnership,or other agreement that would be treated as a partnership for U.S. federalincome tax purposes.

                        4.11.12     Antin has not participated in an international boycott as defined inSection 999 of the Code (or any similar provision of state, local orforeign law).

                        4.11.13     As used in this Agreement, "Tax Returns" means all federal, state, localand foreign Tax returns, declarations, schedules, information returns, reportsand forms, and any amendments to any of the foregoing relating to Taxes,required to be filed with any Governmental Authority responsible for theimposition or collection of Taxes. 

                        4.11.14     As used in this Agreement, "Tax" or "Taxes" means (i) any federal,state, county, local or foreign taxes, charges, fees, levies or otherassessments, including all net income, gross income, premium, sales and use, advalorem, transfer, gains, profit, windfall profits, excise, franchise, real andpersonal property, gross receipts, capital stock, production, business andoccupation, employment, disability, payroll, license, estimated, customsduties, severance or withholding taxes, other taxes or similar charges of anykind imposed by a Governmental Authority and includes any interest andpenalties (civil or criminal) on or additions to any such taxes or in respectof a failure to comply with any requirement relating to any Tax Return and anyexpenses incurred in connection with the determination, settlement orlitigation of any tax liability.

        4.12       Intellectual Property.  

                        4.12.1   Set forth in Section 4.12.1 of the Antin Disclosure Schedule is anaccurate and complete list of (i) all foreign and domestic patents, patentapplications, invention disclosures, trademarks, service marks, trade names,internet domain names (and any registrations or applications for registrationfor any of the foregoing trademarks, service marks, trade names and internetdomain names) and all copyright applications and registrations and all othermaterial Intellectual Property rights owned by Antin, and (ii) allagreements with respect to which Antin received gross revenue of at least US$5,000during the 12-month period from January 1, 2004 to December 31, 2004,which concern any of its Intellectual Property.

                        4.12.2    With regard toIntellectual Property:

                                    (i)                 To Antin's Knowledge, Antin owns, free and clear of any Encumbrances, orhas sufficient rights to, the Intellectual Property to use it as currently usedby Antin; 

                                    (ii)               No written claim of invalidity or ownership with respect to theIntellectual Property has been received by Antin from any third party and toAntin's Knowledge no Intellectual Property is the subject of any pending orthreatened Action; 

                                    (iii)              To Antin's Knowledge, no person or entity has asserted that, withrespect to any Intellectual Property, Antin or any licensee of Antin isinfringing or has infringed any domestic or foreign patent, trademark, servicemark, trade name, or copyright or design right, or has misappropriated orimproperly used or disclosed any trade secret, confidential information orknow-how; 

                                    (iv)             All fees, annuities, royalties, honoraria and other payments which aredue from Antin on or before the date of this Agreement for any of theIntellectual Property have been paid; 

                                    (v)               To Antin's Knowledge, except as limited by the terms of any licenserelating thereto, the making, using, selling, manufacturing, marketing,licensing, reproduction, distribution, disposal, modification, display,transmission or publishing of any process, machine, manufacture, composition ofmatter, or material related to any part of the Intellectual Property, does notand will not infringe in any material respect any domestic or foreign patent,trademark, service mark, trade name, copyright, moral right or otherintellectual property right of any third party, and does not and will notinvolve the misappropriation or improper use or disclosure of any tradesecrets, confidential information or know-how of any third party; 

                                    (vi)             To Antin's Knowledge, no unexpired foreign or domestic patents or patentapplications exist that are adverse to the interests of Antin; 

                                    (vii)            To Antin's Knowledge, there exists no (A) prior act of Antin or anythird party that would void or invalidate any of the Intellectual Property or(B) conduct or use by Antin or any third party that would void orinvalidate any of the Intellectual Property; and 

                                    (viii)          The execution, delivery and performance of this Agreement by theStockholders, and the consummation of the transactions contemplated hereby,will not materially breach, violate or conflict with any instrument oragreement relating to the Intellectual Property to which Antin is a party, willnot cause the forfeiture or termination or give rise to a right of forfeitureor termination of any of the Intellectual Property or in any way impair theright of Antin, to make, use, sell, license or dispose of, distribute, modify,display or transmit or to bring any action for the infringement of, anyIntellectual Property. 

                        4.12.3   Antin has taken commercially reasonable steps to safeguard and maintainthe secrecy and confidentiality of (i) all trade secrets and (ii) tothe extent required by Applicable Law, patent applications and their relatedinventions prior to the issuance of a patent registration contained in theIntellectual Property.

                        4.12.4   As used in this Agreement, "Intellectual Property" means all domestic orforeign patents, patent applications, inventions (whether or not patentable),processes, products, technologies, discoveries, copyrightable and copyrightedworks, apparatus, trade secrets, trademarks, logos, know-how, internet domainnames, 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 toAntin (other than third-party "click wrap or "shrink wrap" software licenses,as to which Antin makes no representations or warranties) on the date hereof.

        4.13       Title to Assets and Properties.  Antin has good, valid, and marketable title to, or avalid leasehold interest in, and unrestricted possession (other than under theterms of relevant leases) of, the assets and properties used by Antin, locatedon its premises or shown on the Antin Financial Statements, free and clear ofall Encumbrances, except for assets and properties disposed of in the ordinarycourse of business since November 30, 2004.

        4.14       Employee Benefit Plans.  

                        4.14.1         With respect to each Antin Plan, Antin has made available to SYS asubstantially correct and complete copy of the following (where applicable):(i) each writing constituting a part of such Antin Plan, including withoutlimitation all plan documents, benefit schedules, trust agreements, andinsurance contracts and other funding vehicles; (ii) the three mostrecently filed Annual Reports (Form 5500 Series) and accompanying schedules, ifany; (iii) the current summary plan description, if any; (iv) themost recent annual financial report, if any; and (v) the most recentdetermination letter from the Internal Revenue Service, if any.   

                        4.14.2         The Internal Revenue Service has issued a favorable determination letterwith respect to each Antin Plan that is intended to be a Qualified Plan and, tothe Knowledge of the Stockholders, there are no existing circumstances or anyevents that have occurred that could adversely affect the qualified status ofany Antin Plan that is a Qualified Plan or the related trust. 

                        4.14.3         All contributions required to be made by Antin to any Antin Plan byApplicable Laws or by any Antin Plan document or other contractual undertaking,and all premiums due or payable with respect to insurance policies funding anyAntin Plan, for any period through the date hereof, have been made or paid infull. 

                        4.14.4         Each Antin Plan has been maintained and administered in compliance withits terms and Applicable Law, including ERISA and the Code.  There is not now,and there are no existing circumstances that could reasonably be expected togive rise to, any requirement for the posting of security with respect to aAntin Plan or the imposition of any Encumbrance on the assets of Antin underERISA or the Code with respect to a Antin Plan.  

                        4.14.5         Antin has not, at any time within six years before the date hereof,maintained, contributed to or been obligated to contribute to any MultiemployerPlan or Multiple Employer Plan or any plan covered by Section 412 of theCode or Title IV of ERISA. 

                        4.14.6         To the Knowledge of the Stockholders, there does not now exist, andthere are no existing circumstances that could reasonably be expected to resultin, any Controlled Group Liability that would be a liability of Antin followingthe Closing.  Without limiting the generality of the foregoing, Antin has notengaged in any transaction described in Section 4069 or Section 4204of ERISA. 

                        4.14.7         Except for health continuation coverage as required bySection 4980B of the Code or Part 6 of Title I of ERISA (orother Applicable Law pertaining to COBRA or Cal-COBRA), Antin has no liabilityfor life, health, medical or other welfare benefits to former employees orbeneficiaries or dependents thereof and there has been no communication toemployees of Antin that promises or guarantees such employees retiree health orlife insurance benefits or other retiree death benefits. 

                        4.14.8         Neither the execution and delivery of this Agreement nor theconsummation of the transactions contemplated hereby will result in, cause theaccelerated vesting or delivery of, or increase the amount or value of, anypayment or benefit to any employee, officer, director or consultant of Antin(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 Antin in connection with the transactionscontemplated hereby, either solely as a result thereof or as a result of suchtransactions in conjunction with any other events, will be an "excess parachutepayment" within the meaning of Section 280G of the Code. 

                        4.14.9         Antin has not received written notice of any pending, and to theKnowledge of the Stockholders there are no threatened, claims (other thanclaims for benefits in the ordinary course), lawsuits or arbitrations that havebeen asserted or instituted against the Antin Plans, any fiduciaries thereofwith respect to their duties to the Antin Plans, or the assets of any of thetrusts under any of the Antin Plans that would reasonably be expected to resultin any material liability of Antin to the Pension Benefit Guaranty Corporation,the US Department of Treasury, the US Department of Labor or any MultiemployerPlan. 

                        4.14.10     Section 4.14.10 of the Antin Disclosure Schedule sets forththe names of all directors and officers of Antin, the names of each employee ofAntin, and the total current salary, bonus eligibility, and fringe benefits andperquisites that each such director, officer and employee is expected toreceive in the fiscal year ending December 31, 2004 based on currentcompensation arrangements.  Section 4.14.10 of the Antin DisclosureSchedule also sets forth the liability of Antin for deferred compensationunder any deferred compensation plan, excess plan or similar arrangement (otherthan 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 noother forms of compensation paid to any such director, officer or employee ofAntin.  No officer, director, or employee of Antin, or any immediate familymember of any of the foregoing, provides or causes to be provided to Antin anyassets, services or facilities and Antin does not provide or cause to beprovided to any such officer, director, or employee, or any immediate familymember of any of the foregoing, any assets, services or facilities. 

                        4.14.11     As used in this Agreement, the following terms have the meanings givenbelow:

                                        (i)                 "Benefit Obligation" means Antin's aggregate financial liability toprovide all current, projected and contingent benefits to an employee, or suchemployee's beneficiaries or dependents, as the case may be, under the terms ofany of the Antin Plans, regardless of whether an amount less than suchaggregate financial liability is reflected on Antin's financial statementsunder 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 aviolation of the continuation coverage requirements of section 601 et seq. of ERISAand section 4980B of the Code or the group health plan requirements ofSection 701 et seq. of ERISA, and (v) under corresponding or similarprovisions of foreign laws or regulations, in each case other than pursuant tothe Antin Plans.

                                        (iii)              "ERISA" means the Employee Retirement Income Security Act of 1974, asamended. 

                                        (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 inSection 414(b), (c), (m) or (o) of the Code orSection 4001(b)(1) of ERISA that includes the first entity, trade orbusiness, or that is a member of the same "controlled group" as the firstentity, trade or business pursuant to Section 4001(a)(14) of ERISA.  As ofthe date hereof, Antin has no ERISA Affiliates.

                                        (v)               "Antin Employee" means a person who is, as of the Closing Date, anactive or inactive employee of Antin.

                                        (vi)             "Antin Plans" means all employee benefit plans, programs and otherarrangements providing benefits to any current or former employee, officer,director or consultant (or any beneficiary or dependent thereof) in respect ofservices provided to Antin, and whether covering one person or more than oneperson, sponsored or maintained by Antin or to which Antin contributes (or isobligated to contribute) or has any liability.  Without limiting the generalityof the foregoing, the term "Antin Plans" includes each "employee pensionbenefit plan" as defined in Section 3(2) of ERISA, each "employeewelfare benefit plan" as defined in Section 3(1) of ERISA, and eachagreement, plan, program, fund, policy, contract or arrangement (whetherwritten or unwritten) providing compensation, benefits, pension, retirement,superannuation, profit sharing, stock bonus, stock option, stock purchase,phantom or stock equivalent, bonus, thirteenth month, incentive, deferredcompensation, hospitalization, medical, dental, vision, vacation, lifeinsurance, death benefit, sick pay, disability, severance, termination,indemnity, redundancy pay, educational assistance, holiday pay, housingassistance, moving expense reimbursement, fringe benefit or similar employeebenefits covering any employee, former employee, or the beneficiaries anddependents of any employee or former employee, regardless of whether it ismandated under local law, voluntary, private, funded, unfunded, financed by thepurchase of insurance, contributory or non-contributory.

                                        (vii)            "Multiemployer Plan" means a "multiemployer plan" within the meaning ofSection 4001(a)(3) of ERISA.  As of the date hereof, Antin has noMultiemployer Plans.

                                        (viii)          "Multiple Employer Plan" means a plan that has two or more contributingsponsors at least two of whom are not under "common control" within the meaningof Section 4063 of ERISA.  As of the date hereof, Antin has no MultipleEmployer Plans.

                                        (ix)             "Qualified Plan" means a "qualified plan" within the meaning ofSection 401(a) of the Code.

        4.15       Contracts.  

                        4.15.1   Section 4.15.1 of the Antin Disclosure Schedule lists each,and Antin has provided SYS with correct and complete copies or summaries of each,Contract ("Contract" means all written or oral contracts, agreements,guarantees, licenses and executory commitments, other than Antin Plans and realproperty leases) to which Antin is a party as of the date hereof and whichfalls within any one or more of the following categories: 

                                        (i)                 Contracts not entered into in the ordinary course of Antin's businessand that involve expenditures or receipts by Antin of US$10,000 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 Antin received gross revenue of at leastUS$10,000 during the 12-month period from January 1, 2004 toDecember 31, 2004;

                                        (v)               Contracts containing covenants purporting to limit the freedom of Antinto compete in any line of business or in any geographic area or to hire anyindividual or group of individuals; 

                                        (vi)             Contracts providing for the settlement of disputed claims (includingdisputed dollar amounts) with third parties;

                                        (vii)            powers of attorney that are currently outstanding;

                                        (viii)          Contracts entered into other than in the ordinary course of businessthat contain or provide for an express undertaking to be responsible forconsequential damages;

                                        (ix)             Contracts which contain minimum purchase conditions in excess ofUS$10,000 or requirements or other terms that restrict or limit the purchasingrelationships of Antin; 

                                        (x)               Contracts relating to any outstanding commitment for capital expendituresin excess of US$25,000; 

                                        (xi)             Contracts with any labor organization, union, employee representative orgroup of employees;

                                        (xii)            indentures, mortgages, promissory notes, loan agreements, guarantees ofborrowed money, letters of credit or other agreements, instruments orcommitments for the borrowing or the lending of money;

                                        (xiii)          Contracts providing for the creation of any Encumbrance upon any of theassets of Antin;

                                        (xiv)          Contracts involving annual revenues to the business of Antin in excessof 2.5% of Antin's annual revenues during either of its past two fiscal years; 

                                        (xv)           Contracts providing for "earn-outs," "savings guarantees," "performanceguarantees," or other contingent payments involving more than US$10,000 peryear or US$50,000 over the term of the Contract;

                                        (xvi)          Contracts with or for the benefit of (A) any corporate affiliate ofAntin or (B) any immediate family member of any shareholder, director orofficer of Antin;

                                        (xvii)        Contracts involving payments by Antin of more than US$5,000 in any onemonth during the past 6 months; 

                                        (xviii)       any Contracts that purport to limit the ability of the directors,officers, agents or employees of Antin to engage in or continue any conduct,activity or practice relating to the business of Antin, or assign to Antin anyrights to any invention, improvement or discovery; 

                                        (xix)          any cost-sharing, tax-sharing or transfer pricing agreements betweenAntin and any related or unrelated party;

                                        (xx)           each amendment, supplement and modification with respect to any of theforegoing; and

                                        (xxi)          any proposal to enter into any of the foregoing.

                        4.15.2   All such Contracts are valid, binding and enforceable obligations ofAntin and each other party thereto. 

                        4.15.3   Neither Antin nor any other party thereto is in violation of or indefault in respect of, nor has there occurred an event or condition which withthe passage of time or giving of notice (or both) would constitute a defaultunder or permit the termination of, any such Contract.  Antin has not receiveda notice or other communication claiming a breach on its part of any Contractor a right of offset against amounts due it under any Contract or a right oftermination of any Contract.  Antin is not currently performing services underany Contract which is "at risk."  No employee of Antin has attempted to directany Contract to any third party.

                        4.15.4   As of the date hereof, Antin is not engaged in any renegotiation of and,to the Knowledge of the Stockholders, neither Antin nor any third party theretohas any outstanding rights to renegotiate, any material amounts paid or payableunder such Contracts.

       4.16       Labor Matters.  

                        4.16.1   Antin is not a party to any collective bargaining agreement or laborunion contract and is not required to consult or negotiate with any local workscouncil, union, labor board or any Governmental Authority concerning thetransactions contemplated by the Agreement.

                        4.16.2   Set forth in Section 4.16.2 of the Antin Disclosure Schedule is alist of each agreement to which Antin is a party pursuant to which anyindividual employed by Antin or otherwise performing services primarily forAntin receives compensation in excess of $20,000 per annum, and Antin hasfurnished or made available to SYS substantially complete and correct copies ofany such agreements in writing.  Antin has not breached or otherwise failed tocomply with any provisions of any agreement set forth therein and, to theKnowledge of Miller, there are no grievances outstanding thereunder.  There isno labor strike, dispute or stoppage pending or, to the Knowledge of theStockholders, threatened against Antin.  To the Knowledge of the Stockholders,no campaign or other attempt for recognition is pending by any labororganization or employee with respect to employees of Antin.

                        4.16.3   Antin is in compliance with Applicable Laws and its own policiesrespecting employment and employment practices, terms and conditions ofemployment, wages and hours, equal opportunity, equal pay, civil rights, laborrelations, immigration, occupational health and safety, and payroll and wagetaxes.

                        4.16.4   As of the date of this Agreement and except as required by ApplicableLaw, (i) Antin is not a party to any outstanding employment agreements orcontracts with officers, managers and directors (or foreign equivalents) orAntin Employees that are not terminable at will, or that provide for thepayment of any bonus or commission; and (ii) Antin is not a party to anyagreement, policy or practice that will require it to pay termination orseverance pay to salaried, non-exempt or hourly Antin Employees after theClosing.

                        4.16.5   To the Knowledge of the Stockholders, no employee of Antin currentlyintends to terminate his employment with Antin.

        4.17       Undisclosed Liabilities.  Antin has no liabilities or obligations of any nature,whether absolute, accrued, contingent, choate, inchoate or otherwise andwhether due or to become due, that, individually or in the aggregate, wouldreasonably be expected to have a Material Adverse Effect on Antin, other than(a) liabilities disclosed to SYS in the Antin Financial Statements,(b) liabilities contemplated by this Agreement and/or set forth in the AntinDisclosure Schedule, and (c) liabilities incurred or accrued after thedate hereof in the ordinary course of business consistent with past practiceand not prohibited by this Agreement.

        4.18       Operation of Antin's Business; Relationships.  

                        4.18.1   Since January 1, 2004, Antin has not, except in the ordinary courseof business consistent with past practice, engaged in any transaction which, ifdone after execution of this Agreement, would violate in any material respectsSection 5.3.1.

                        4.18.2   Since June 30, 2003, no customer of Antin has indicated to Antinthat such customer will stop or decrease purchasing materials, products orservices from Antin and no supplier of Antin has indicated to Antin that suchsupplier will stop or decrease the supply of materials, products or services toAntin.

        4.19       Permits.  Antin is in possession of all licenses, permits,easements, variances, exemptions, consents, certificates, approvals and orderslegally required in each jurisdiction to own, lease and operate its propertiesand to carry on its business as currently conducted, including under anyapplicable Environmental Laws (collectively, the "Permits") except where thefailure to have a Permit would not have a material Adverse Effect on Antin as awhole.  Antin has not received notice of any Action pending, and to theKnowledge of Miller no Action is threatened, regarding any of the Permitswhich, if successful, would reasonably be expected to have a Material AdverseEffect on Antin.  Antin is not in conflict with, or in default or violation of,any of the Permits, except for any such conflicts, defaults or violationswhich, individually or in the aggregate, would not reasonably be expected tohave a Material Adverse Effect on Antin. 

        4.20       Real Property.  

                        4.20.1   Antin does not own any real property. 

                        4.20.2   Section 4.20.2 in the Antin Disclosure Schedule lists eachlease for real property to which Antin is a party (each a "Lease"). Antin doesnot sublease any real property.  Antin has delivered to SYS a substantiallycorrect and complete copy of each Lease.  With respect to each Lease:

                                        (i)                 the Lease is legal, valid, binding, enforceable, and in full force andeffect with respect to Antin, and, to the Knowledge of Miller, with respect tothe other party thereto, the Lease is legal, binding, enforceable, and in fullforce and effect;

                                        (ii)               no party to the Lease is in breach or default thereunder, and no eventhas occurred which, with notice or lapse of time, would constitute a breach ordefault or permit termination, modification, or acceleration thereunder;

                                        (iii)              Antin has not, and to the Knowledge of Miller no other party theretohas, repudiated any provision thereof;

                                        (iv)             Antin has not received written notice of any disputes with respectthereto, and Antin is not party to any oral agreements or forbearance programsin effect as to the Lease;

                                        (v)               Antin has not assigned, transferred, conveyed, mortgaged, deeded intrust, or encumbered any interest in the leasehold; and

                                        (vi)             to the Knowledge of Miller, the facility leased under the Lease hasreceived all approvals of Governmental Authorities (including Permits) requiredto be received by Antin in connection with the operation thereof and have beenoperated and maintained by Antin in accordance with Applicable Laws.

        4.21       Environmental Matters.  With regard to environmental matters:

                        4.21.1   The properties, operations and activities of Antin are in compliance inall material respects with all applicable Environmental Laws and all pastnoncompliance of Antin with any applicable Environmental Laws has been resolvedwithout any pending, ongoing or future obligation, cost or liability;

                        4.21.2   Antin has not received notice of any pending Action by or before anycourt or Governmental Authority under any Environmental Law, and to theKnowledge of the Stockholders no such Action is pending or threatened and thereis no basis for any present or future Action against it that may reasonably belikely to lead to any liability;

                        4.21.3   There has been no release, discharge or emission of any HazardousMaterial into the environment in material violation of applicable EnvironmentalLaws by Antin in connection with its currently leased or formerly leasedproperties or operations that would be reasonably likely to have a MaterialAdverse Effect on Antin; and

                        4.21.4   There has been no material exposure in violation of applicableEnvironmental Laws of any person or property to any Hazardous Material inconnection with the properties, operations and activities of Antin that wouldbe reasonably likely to have a Material Adverse Effect on Antin.

                        4.21.5   For purposes of this Agreement, the term "Environmental Laws" means allfederal, state, local or foreign laws relating to pollution or protection ofhuman 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 orthreatened releases of Hazardous Materials into the environment, or otherwiserelating to the manufacture, processing, distribution, use, treatment, storage,disposal, transport or handling of Hazardous Materials, as well as allauthorizations, 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" meanschemicals, pollutants, contaminants, or industrial, toxic or hazardoussubstances or wastes as those terms are defined or identified in anyEnvironmental Law or regulated by any Permit required by applicableEnvironmental Law, including but not limited to petroleum products orby-products, asbestos, and polychlorinated materials.

        4.22       Accounts Receivable.  The accounts and notes receivable reflected in the AntinFinancial Statements (i) arose from bona fide sales transactions in theordinary course of business and are payable on ordinary trade terms,(ii) are legal, valid and binding obligations of the respective debtorsenforceable in accordance with their terms, (iii) are not subject to validset-off or counterclaim, and (iv) are collectible in the ordinary courseof business consistent with past practice in the aggregate recorded amountsthereof.

        4.23       Insurance.  Section 4.23 of the Antin DisclosureSchedule lists all insurance policies pursuant to which Antin is presentlyinsured and during each of the past three calendar years has been insured(each, an "Insurance Policy" and, collectively, the "Insurance Policies"). Each Insurance Policy is, in all material respects, in full force and effect inaccordance with its terms and all premiums reflected on invoices received byAntin to date have been paid in full.  No written notice of cancellation withrespect to any Insurance Policy has been received by Antin and there is noexisting default or event which, with the giving of notice or lapse of time orboth, would constitute a default thereunder.  Antin is a "named insured" or an"insured" under each Insurance Policy.  Antin has not been refused anyinsurance, nor has the coverage of Antin been limited, by any insurance carrierto which it has applied for insurance or with which it has carried insuranceduring the past three years.  The Insurance Policies are of the type and in theamounts that would reasonably be expected to be maintained in the ordinarycourse of business for similarly situated companies in the same or a similarindustry.  Set forth in Section 4.23 in the Antin DisclosureSchedule is (a) with respect to each Policy under which the annualpremium amount is fixed, the current amount of such premium, and (b) withrespect to each Policy under which the periodic or annual premium amount isvariable, the amount of the most recent periodic payment made and thecalculation formula with respect to such premium. 

        4.24       Product or Service Warranty.  Within the three years prior to the date hereof: (a) eachproduct or service sold or delivered by Antin has been in material conformitywith any applicable express and implied warranties, (b) Antin has nocurrent liability for damages in connection with any such warranty (and thereis no basis for any present or future Action against it that may reasonably belikely to lead to any liability) and (c) no product or service sold ordelivered by Antin is subject to any guaranty, warranty, or other indemnitybeyond the applicable standard terms and conditions of sale given by Antin, ifany, or as required by Applicable Law.

        4.25       Data Protection Matters.  

                        4.25.1   Antin has not received notice of any existing or pending, and to theKnowledge of Miller there is no threatened, Action against Antin by or beforeany court or Governmental Authority under any Data Protection Law.  Antin hasnever instituted a policy with respect to, or taken steps to comply with orprotect Personal Data as required under, any Data Protection Law.

                        4.25.2   As used in this Agreement, the term "Data Protection Laws" means allfederal, state, local or foreign laws, statutes, orders, rules, regulations,policies or guidelines, or judgments, decisions or orders entered by anyGovernmental Authority, relating to Personal Data.

                        4.25.3   As used in this Agreement, the term "Personal Data" means any and allinformation that Antin maintains or otherwise processes that relates to anidentified or identifiable natural person, including employees, stockholders,customers, customers of customers, vendors, contractors, and other businesspartners of Antin, and any employees of or contractors to any of the foregoing.

        4.26       Foreign Corrupt Practices Act.  

                        4.26.1   Antin has not, to secure any improper advantage in order to obtain orretain business, directly or indirectly offered, paid, given, or promised topay, or authorized the payment of, any money, offer, gift, or other thing ofvalue, to:

                                        (i)                 an officer or employee of any Governmental Authority, or any personacting 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 tobelieve that all or any portion of such money or thing of value would beoffered, given, or promised, directly or indirectly, to any person or entitylisted in clauses (i) - (iii) above.

                        4.26.2   Antin maintains a system of internal accounting controls adequate toinsure that it maintains no off-the-books accounts and that its assets are usedonly in accordance with its management's directives.

                        4.26.3   No product sold or service provided by Antin has been directly orindirectly sold to or performed on behalf of Cuba, Iraq, Iran, Libya, or Sudan.

        4.27       Government Contracts.  With respect to any Governmental Authority Contracts, whetherentered into by Antin as a prime contractor or as a subcontractor, there is, asof the date of this Agreement, no (a) civil fraud or criminalinvestigation by any Governmental Authority that, individually or in theaggregate, has had or would reasonably be expected to have a Material AdverseEffect on Antin, (b) suspension or debarment proceeding (or equivalentproceeding) that, individually or in the aggregate, has had or would reasonablybe expected to have a Material Adverse Effect on Antin, (c) request by aGovernmental Authority for a contract price adjustment based on a claimeddisallowance by the Defense Contract Audit Agency (or other applicableGovernmental Authority) or claim of defective pricing, (d) dispute betweenAntin or any prime contractor of Antin and a Governmental Authority which,since December 31, 2000, has resulted in a government contractingofficer's final decision where the amount in controversy exceeds or is expectedto exceed $50,000, (e) claim or request for equitable adjustment by Antinor any prime contractor of Antin against a Governmental Authority in excess of$50,000, or (f) any claim or assertion by a Governmental Authority thatAntin or any prime contractor of Antin may have violated applicable rulesregarding conflicts of interest or statutes, rules or regulations regarding theintegrity of the purchase process.

        4.28       Relations with Governments.  Neither Antin, nor any director, officer, agent oremployee of Antin, 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 ordomestic government officials or employees or to foreign or domestic governmentofficials or employees or to foreign or domestic political parties orcampaigns, (c) made any other unlawful payment, or (d) violated anyapplicable export control, money laundering or anti-terrorism law orregulation.

        4.29       No Existing Discussions.  As of the date of this Agreement, Antin is not engaged,directly or indirectly, in any negotiations or discussions with any other partywith respect to an acquisition of a controlling interest in Antin or the assetsof Antin.

        4.30       Review of SYS SEC Documents.  Each Stockholder has reviewed the SYS SEC Documents andhas received from SYS any additional information which he or she has requestedin connection with the execution, delivery, and performance of this Agreement. Each Stockholder, by reason of his or her business or financial experience, hasthe capacity to protect his or her own interests in connection with thetransactions described in this Agreement.

**ARTICLE VCOVENANTSOF THE PARTIES**

        5.1           Mutual Covenants.  

                        5.1.1       Reasonable Efforts; Notification

                                        (i)                 Each of the parties agrees to use all commercially reasonable efforts totake, or cause to be taken, all actions, and to do, or cause to be done, and toassist and cooperate with the other parties in doing, all things necessary,proper or advisable to consummate and make effective, in the most expeditiousmanner 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 fromGovernmental Authorities and the making of all other necessary registrationsand filings (including other filings with Governmental Authorities, if any),(B) the obtaining of all consents, approvals or waivers from third partiesset forth in Schedule 4.5 of the Antin Disclosure Schedule, and(C) the execution and delivery of any additional instruments necessary toconsummate 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 respectivebusinesses or assets, or to take or agree to take any action or agree to anylimitation that could reasonably be expected to have a Material Adverse Effecton SYS after the Closing, (B) prior to the Closing, Antin shall not berequired to hold separate (including by trust or otherwise) or to divest any oftheir respective businesses or assets, or to take or agree to take any otheraction or agree to any limitation that could reasonably be expected to have aMaterial Adverse Effect on Antin, (C) no party shall be required to takeany action that would reasonably be expected to substantially impair thebenefits expected, as of the date hereof, to be realized by such party fromconsummation of the Merger and (D) no party shall be required to waive anyof the conditions to the Closing set forth in Article VI as they apply tosuch party. 

                        5.1.2       Public Announcements.  The initial press release concerning thetransactions contemplated hereby shall be a joint press release and shall beissued, upon the mutual agreement of Miller and SYS, on or after the date ofthis Agreement.  SYS and the Stockholders shall consult with each other beforeissuing, and give each other the opportunity to review and comment upon, anyother press release or public statements with respect to the transactionscontemplated by this Agreement, and shall not issue any such press release ormake any such public statement prior to such consultation, except as may berequired by Applicable Law, court process or by obligations pursuant to anylisting agreement of SYS with any national securities exchange or nationalsecurities quotation system.

                        5.1.3       Notices of Certain Events.  Each party hereto shall promptlynotify the other parties in writing of:

                                        (i)                 the receipt by such party of any notice or other communication from anyperson alleging that the consent of such person is or may be required inconnection with the transactions contemplated by this Agreement;

                                        (ii)               subject to any applicable legal restrictions, the receipt by such partyof any notice or other communication from any Governmental Authority inconnection with the transactions contemplated by this Agreement;

                                        (iii)              such party's obtaining knowledge of any Actions commenced or threatenedagainst, relating to or involving or otherwise affecting the other partyhereto, as the case may be, which relate to the consummation of thetransactions 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 theconditions 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 obligationsof the parties hereunder, or limit or otherwise affect the remedies availablehereunder to the party receiving such notice.

                        5.1.4       Notification.  Between the date of this Agreement and the ClosingDate, each party hereto shall promptly notify the other parties hereto inwriting if such party becomes aware of any fact or condition that causes orconstitutes a breach in any of its representations and warranties as of thedate of this Agreement or any other date applicable to a  representation orwarranty as set forth herein.  Should any such fact or condition require anychange in the Antin Disclosure Schedule, the Stockholders shall promptlydeliver to SYS a written statement specifying such change.  Such delivery willnot affect any rights of any party under any other provision of thisAgreement.  During the same period, each party shall promptly notify the otherparties in writing if such party becomes aware of the occurrence of any breachof any covenant of such party in this Agreement or the occurrence of any eventthat may make the satisfaction of the conditions in Article 6 impossibleor unlikely.

        5.2           Covenants of SYS.  

                        5.2.1       Employees and Employee Benefits.  From and after the Closing,each continuing Antin employee shall be entitled to participate in all SYSemployee benefit plans in a manner and to the extent consistent with theirposition.  From and after the Closing, SYS shall exercise its best efforts totreat all service by Antin Employees with Antin (or any predecessor thereto)prior to the Closing for all purposes as service with SYS (except for purposesof benefit accrual under defined benefit pension plans or to the extent suchtreatment would result in duplicative accrual on or after the Closing Date ofbenefits for the same period of service), and, with respect to any medical ordental benefit plan in which Antin Employees participate after the ClosingDate, SYS shall exercise its best efforts to waive or cause to be waived anypre-existing condition exclusions and actively-at-work requirements (provided,however, that no such waiver shall apply to a pre-existing condition of anyAntin Employee who was, as of the Closing, excluded from participation in aAntin Plan by virtue of such pre-existing condition), and shall exercise itsbest efforts to provide that any covered expenses incurred on or before theClosing during the plan year of the applicable Antin Plan in which the ClosingDate****occurs by a Antin Employee or a Antin Employee's covered dependentshall be taken into account for purposes of satisfying applicable deductible,coinsurance and maximum out-of-pocket provisions after the Closing Date****tothe same extent as such expenses are taken into account for the benefit ofsimilarly situated employees of SYS and subsidiaries of SYS.

                        5.2.2       Registration.

                                        (i)                 SYS will use its best efforts to attempt to register for resale with theSEC all SYS shares issued pursuant hereto.  Following the effectiveness of theregistration, and through the twelve month anniversary of the Closing Date, SYSwill not voluntarily terminate the registration and, to the extent that theregistration statement or the prospectus which is a part thereof requiresamendment or supplement under the Securities Act of 1933 and the rules adoptedthereunder, will exercise reasonable commercial efforts to expeditiously amendor supplement such registration statement, including the prospectus which is apart thereof.

                                        (ii)               At any time that SYS determines to register any of its SYS CommonShares, or to amend any filed registration which is not yet effective, eitherfor its own account or for the account of a holder of SYS Common Shares or as aresult of a holder of SYS Common Shares exercising demand registration rights,other than a registration (A) relating solely to SYS Common Sharesregistered 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 AntinStockholders would not be legally permitted to be included, then SYS shall:

            (A)             at least 15 days prior to the filing of a registration statement, otherthan as set forth in (ii)(A) or (B) above, promptly give each Antin Stockholder(each, an "Eligible Stockholder") written notice thereof by registered orcertified mail, courier or personal delivery; provided that no such notice shallbe required in a non-underwritten registration, and all of such stock shall beregistered thereon; and

            (B)             use its best efforts to include in such registration (and any relatedqualification under blue sky laws or other compliance), and in any underwritinginvolved therein, all of the SYS Common Shares held by such EligibleStockholder (the "Registrable Securities") specified in a written request orrequests, made within ten (10) days after receipt of such written notice fromSYS by any Eligible Stockholder but only to the extent that such inclusion doesnot diminish the number of securities included by a holder of SYS Common Shareswho has demanded such registration.

                                        (iii)              If the registration of which SYS gives notice is for a registered publicoffering involving an underwriting, SYS will so advise the EligibleStockholders as part of the written notice given pursuant to subsection(ii)(A) above.  In such event the right of any Eligible Stockholder toregistration pursuant to subsection (ii) above shall be conditioned uponsuch Eligible Stockholder's participation in such underwriting and theinclusion of such Eligible Stockholder's Registrable Securities in theunderwriting to the extent provided herein.  The Eligible Stockholdersproposing to distribute their Registrable Securities through such underwritingshall (together with SYS and the other holders of SYS Common Sharesdistributing their securities through such underwriting) enter into anunderwriting agreement in customary form with the managing underwriter selectedfor such underwriting by SYS (or by the holders of SYS Common Shares who havedemanded such registration).  Notwithstanding any other provision of thisSection 5.2.2, if the managing underwriter determines that marketingfactors require a limitation of the number of SYS Common Shares to beunderwritten, the managing underwriter may limit the number of SYS CommonShares to be included in such registration.  SYS will so advise the EligibleStockholders and any other holder of SYS Common Shares distributing their SYSCommon Shares through the underwriting pursuant to piggyback registrationrights similar to this Section 5.2.2, and the number of SYS Common Sharesto be registered and other securities that may be included in the registrationand underwriting shall be allocated among all stockholders in proportion, asnearly as practicable, to the respective amounts of registrable securities heldby such stockholders and other securities held by other holders at the time offiling the registration statement.  If any Eligible Stockholder disapproves ofthe terms of any such underwriting, he or she may elect to withdraw therefromby written notice to SYS and the managing underwriter.  Any RegistrableSecurities excluded or withdrawn from such underwriting shall be withdrawn fromregistration, and shall not be transferred in a public distribution prior toninety (90) days after the effective date of the registration statementrelating thereto.

                                        (iv)             SYS shall provide to each Eligible Stockholder a suitable number ofprospectuses, and supplements thereto, as soon as possible following theeffectiveness of the registration or the filing of the supplement, as the casemay be.

                                        (v)               SYS shall have the right to terminate or withdraw any registrationinitiated by it under this Section 5.2.2 prior to the effectiveness ofsuch registration, but without prejudice to its obligation pursuant to thisSection 5.2.2.

                                        (vi)             SYS shall bear the expenses associated with the registration ofRegistrable Securities pursuant to this Section 5.2.2 exclusive ofunderwriters' and brokers' discounts and commissions and expenses of theStockholders' legal counsel.

        5.3           Covenants of Antin and the Stockholders.  Antin and the Stockholders jointly and severally agreeand warrant that:

                        5.3.1       Conduct of Antin's Operations.  During the period from the dateof this Agreement to the Closing Date, or the date, if any, on which thisAgreement is earlier terminated pursuant to Section 7.1, and except as mayotherwise be agreed in writing by the parties, Antin shall conduct its operationsin the ordinary course of business consistent with past practice, except asexpressly contemplated by this Agreement, and shall use its commerciallyreasonable efforts to maintain and preserve its business organization and itsrights and franchises and to retain the services of its officers and keyemployees and maintain relationships with customers, suppliers, lessees,licensees and other third parties, and to maintain all of its operating assetsin their current condition (normal wear and tear excepted).  Without limitingthe generality of the foregoing, during the period from the date of thisAgreement to the Closing Date, or the date, if any, on which this Agreement isearlier terminated pursuant to Section 7.1, Antin shall not, except asotherwise expressly contemplated by this Agreement and the transactionscontemplated hereby or with the prior written consent of SYS: 

                                        (i)                 do or effect any of the following actions with respect to itssecurities:  (A) adjust, split, combine or reclassify its capital stock,(B) make, declare or pay any dividend or distribution on, or directly orindirectly redeem, purchase or otherwise acquire, any shares of its capitalstock or any securities or obligations convertible into or exchangeable for anyshares of its capital stock, (C) grant any person any right or option toacquire any shares of its capital stock, (D) issue, deliver or sell oragree to issue, deliver or sell any additional shares of its capital stock orany securities or obligations convertible into or exchangeable or exercisablefor any shares of its capital stock or such securities (except pursuant to theexercise of Antin options that are outstanding as of the date hereof),(E) enter into any agreement, understanding or arrangement with respect tothe sale, voting, registration or repurchase of its capital stock, provided,however, that Antin is hereby expressly permitted to take all lawfulactions necessary in order to (x) cause all outstanding options to beexercised or cancelled, (y) cause all outstanding warrants to be exercisedor cancelled and (z) cause any outstanding convertible debt instruments tobecome non-convertible; 

                                        (ii)               directly or indirectly sell, transfer, lease, pledge, mortgage, encumberor otherwise dispose of any of its property or assets other than in theordinary course of business consistent with past practice; 

                                        (iii)              adopt or propose any changes in the Antin Certificate or the AntinBylaws; 

                                        (iv)             merge or consolidate with any other person; 

                                        (v)               acquire a material amount of assets or capital stock of any other personoutside of the ordinary course of business consistent with past practice; 

                                        (vi)             make any borrowings, incur, create, assume or otherwise become liablefor any indebtedness for borrowed money or assume, guarantee, endorse orotherwise as an accommodation become responsible or liable for the obligationsof any other individual, corporation or other entity, other than in theordinary course of business, consistent with past practice; 

                                        (vii)            create any subsidiaries; 

                                        (viii)          enter into or modify any employment, severance, termination or similaragreements or arrangements with, or grant any bonuses, salary increases,severance or termination pay to, any officer, director, consultant or employeeother than pursuant to Applicable Law or contractual commitments existing as ofthe date hereof in the ordinary course of business consistent with pastpractice (provided past practices shall not be deemed to include actions takenin connection with the Merger) or grant any increase in the compensation orbenefits of directors, officers, employees, consultants or agents of Antin orgrant, re-price, or accelerate the exercise or payment of any Antin options orwarrants or other equity-based awards other than increases in the ordinarycourse of business consistent with past practice; 

                                        (ix)             enter into, adopt or amend any Antin Plan, except as may be required byApplicable Law; 

                                        (x)               take any action that could give rise to severance benefits payable toany officer or director of Antin as a result of consummation of thetransactions contemplated by this Agreement; 

                                        (xi)             change any method or principle of accounting in a manner that isinconsistent with past practice except to the extent required by generallyaccepted accounting principles as advised by Antin's regular independentaccountants; 

                                        (xii)            settle any Actions, whether now pending or hereafter made or broughtinvolving, individually or in the aggregate, an amount in excess of US$50,000other than settlement in the ordinary course of business or in accordance withtheir terms, of liabilities disclosed, reflected or reserved against in themost recent Antin financial statements (or the notes thereto) or incurred sincethe date of such financial statements in the ordinary course of business; 

                                        (xiii)          modify, extend, amend or terminate, or waive, release or assign anyrights or claims with respect to, any Contract set forth in Section 4.15in the Antin Disclosure Schedule; 

                                        (xiv)          enter into any confidentiality agreements or arrangements other than inthe 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 depreciationand amortization in accordance with generally accepted accounting principlesconsistently applied; 

                                        (xvi)          incur or commit to any capital expenditures in excess of US$5,000individually or US$10,000 in the aggregate, excluding capital expendituresprovided for or contemplated by the capital budget approved by Antin's board ofdirectors prior to the date hereof and as set forth in Section 5.3(b)(xvi)in the Antin Disclosure Schedule; 

                                        (xvii)        make any payments in respect of policies of directors' and officers'liability insurance (premiums or otherwise) other than premiums paid in respectof its current or renewed or replacement policies; 

                                        (xviii)       take any other action that could likely result in the representationsand warranties set forth in Article IV becoming false or inaccurate in anymaterial respect; 

                                        (xix)          enter into or carry out any other transaction other than in the ordinaryand usual course of business; 

                                        (xx)           permit or cause any Subsidiary to do any of the foregoing or agree orcommit to do any of the foregoing; 

                                        (xxi)          make or revoke any Tax election, file any amended Tax Return, or settleany audit or other proceeding with any Tax authority; 

                                        (xxii)        enter into any agreement to purchase, or to lease for a term in excessof one year, any real property, provided that Antin (A) may, as a tenant,or a landlord, renew any existing lease for a term not to exceed eighteenmonths and (B) nothing herein shall prevent Antin, in its capacity aslandlord, from renewing any lease pursuant to an option granted prior to thedate hereof; or

                                        (xxiii)       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 Antin to afford to the officers, employees,accountants, counsel, financial advisors and other representatives of SYSreasonable access during normal business hours, during the period prior to theClosing Date, to such of its properties, books, contracts, commitments,records, all other information and data, officers and employees as SYS mayreasonably request and, during such period, Antin 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 ofApplicable Laws (other than documents which such party is not permitted todisclose under Applicable Laws), and (b) consistent with its legalobligations, all other information concerning it and its business, propertiesand personnel as SYS may reasonably request; provided, however,that Antin may restrict the foregoing access to the extent that it reasonablyconcludes, after consultation with outside legal counsel, that (i) anyApplicable Law requires Antin to restrict access to any properties orinformation, (ii) providing such access would result in the loss of theattorney-client privilege, (iii) such documents discuss the pricing ordollar value of the transactions contemplated by this Agreement, (iv) suchdocuments contain competitively sensitive information, the sharing of whichcould constitute a violation of any applicable Antitrust Laws or (v) suchdisclosure is reasonably likely to result in a breach of or default under anycontract or agreement to which Antin is a party.  Each party shall make allcommercially reasonable efforts to minimize disruption to the business of theother party and its subsidiaries which may result from the requests for dataand information hereunder.  All requests for access and information shall becoordinated through senior executives of the parties to be designated.

                        5.3.3       No Solicitation.  Until the Effective Time or the termination ofthis Agreement:

                                        (i)                 Antin and the Stockholders will not, and will not permit or cause anySubsidiary or any of the directors or officers of Antin or any Subsidiary, andwill direct Antin's employees, agents and representatives not to, directly orindirectly, solicit, initiate, encourage, or furnish or disclose non-publicinformation in furtherance of, or otherwise facilitate any inquiries that maybe reasonably expected to lead to, the making of any proposal or offer withrespect to a merger, reorganization, share exchange, consolidation, or similartransaction involving, or any purchase of 10% or more of the assets or anyequity of, Antin or any Subsidiary or any other business combination other thanthe transactions contemplated by this Agreement (any such proposal or offer, an"Acquisition Proposal").

                                        (ii)               Antin and the Stockholders will not, and will not permit or cause anySubsidiary or any of the officers or directors of it or any Subsidiary to, andshall direct its and such Subsidiary's employees, agents and representativesnot to, directly or indirectly, engage in any negotiations concerning, orprovide any confidential information or data to, or have any discussions with,any person relating to an Acquisition Proposal, whether such AcquisitionProposal arises or has arisen before or after the date of this Agreement, orotherwise facilitate any effort or attempt to make or implement an AcquisitionProposal.

                                        (iii)              Antin and the Stockholders will immediately cease all existingactivities, discussions and negotiations with any parties conducted heretoforewith respect to any Acquisition Proposal and request the return of allconfidential information regarding such party provided to any such partiesprior to the date hereof pursuant to the terms of any confidentialityagreements or otherwise.  Antin and the Stockholders will notify SYSimmediately if any such inquiries, proposals, or offers are received by, anysuch information is requested from, or any such discussions or negotiations aresought to be initiated or continued with, any of its representativesindicating, in connection with such notice, the name of such person and thematerial terms and conditions of any proposals or offers and thereafter shallkeep SYS informed, on a reasonably current basis, on the status and terms ofany such proposals or offers and the status of any such negotiations ordiscussions.

                        5.3.4       Release.  Each Stockholder (who for purposes of thisSection 5.3.4 shall be referred to as a "Releasor" on behalf of Releasorand Releasor's successors, heirs, and assigns, hereby fully and foreverreleases and discharges Antin 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 ornature in law, equity or otherwise, past, present or future, known or unknown,suspected or unsuspected, from the beginning of time through execution of thisAgreement, excepting only any claims arising out of this Agreement andenforcement thereof and, in the case of Miller, any debts or liabilities whichmay be shown as owing to Miller on the Closing Balance Sheet (collectively, the"Claims").

        Each Releasor acknowledges that there is a possibility thatsubsequent to the execution of this Agreement, he or she will discover facts orincur or suffer claims that were unknown or unsuspected at the time thisAgreement was executed, and which if known by such Releasor at that time mayhave materially affected such Releasor's decision to execute this Agreement. Each Releasor acknowledges and agrees that by reason of thisSection 5.3.4, he or she is assuming any risk of such unknown facts andsuch unknown and unsuspected claims.

        Each Releasor has been advised of the existence ofSection 1542 of the California Civil Code ("Section 1542"), whichprovides:
> 
A GENERAL RELEASE DOES NOTEXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HISFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

        Notwithstanding such provisions, this Section 5.3.4 shallconstitute a full release in accordance with its terms.  Each Releasor herebyknowingly and voluntarily waives the provisions of Section 1542, as wellas any other statute, law or rule of similar effect.

                        5.3.5       Unfair Competition.  For a period of two (2) years after the dateof 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 Antin or its subsidiaries and affiliates anywhere withinCalifornia and all other states in which Antin has offices or customers as ofthe date of the Merger (the "Territory") by carrying on, being engaged in, ortaking part in the business of providing information technology, C41SR, andtechnical support services covering systems engineering, test and evaluation,training, human systems integration, and XML-directed solutions to governmentagencies (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, independentcontractor, associate, executive, consultant or licensor) (1) accept Business,whether solicited or not, from any current or future customer or client ofAntin 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 Antin or its subsidiaries and affiliates,with whom he had material business contact, for the purpose of competing in theBusiness with Antin or its subsidiaries and affiliates.

                                        (ii)               For a period of two (2) years after the date of Closing of theMerger, 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, independentcontractor, associate, executive, consultant or licensor) solicit or encourageto leave the employ of Antin or its subsidiaries any employee or independentcontractor of Antin or its subsidiaries and affiliates.

                                        (iii)              Each Stockholder acknowledges that the restrictions and covenants setforth above are reasonably necessary to protect the goodwill and otherlegitimate business interests of SYS and its subsidiaries, including the goodwillacquired by SYS as a consequence of the closing of the Merger described in thisAgreement, and are not overbroad, overlong, or unfair (including in durationand scope).  Each Stockholder also acknowledges that any breach of thesecovenants 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 threatenedbreach of this Section 5.3.5, and that a restraining order and/or aninjunction may be issued against each Stockholder, in addition to any otherrights or remedies at law SYS (or its subsidiaries or affiliates) may have.

**ARTICLE VICONDITIONS**

        6.1           Conditions to the Obligations of Each Party.  The obligations of SYS, Subcorp, Antin, and theStockholders to consummate this Agreement shall be subject to the satisfactionor 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 anyGovernmental Authority or arbitrator and any Contract with any GovernmentalAuthority pertaining to compliance with Applicable Law shall prohibit or enjointhe consummation of the transactions contemplated by this Agreement or limitthe ownership or operation by SYS, Antin or any of their respectivesubsidiaries of any material portion of the businesses or assets of SYS orAntin. 

                        6.1.2       There shall not be pending any Action (i) challenging or seeking torestrain or prohibit the consummation of transactions contemplated by thisAgreement, (ii) seeking to prohibit or limit the ownership or operation bySYS, Antin or any of their respective subsidiaries of, or to compel SYS, Antinor any of their respective subsidiaries to dispose of or hold separate, any materialportion of the business or assets of SYS, Antin or any of their respectivesubsidiaries, as a result of the transactions contemplated by this Agreement,(iii) seeking to impose limitations on the ability of SYS to acquire orhold, or exercise full rights of ownership of, any shares of capital stock ofAntin or (iv) seeking to prohibit SYS or any Subsidiary of SYS fromeffectively controlling in any material respect the business or operations ofSYS or the subsidiaries of SYS. 

        6.2           Conditions to Obligations of Stockholders.  The obligations of Antin and the Stockholders toconsummate the transactions contemplated hereby shall be subject to thefulfillment of the following conditions unless waived by Antin: 

                        6.2.1       Each of the representations and warranties of SYS contained in thisAgreement shall be true and correct in all material respects (but withoutregard to any materiality qualifications or references to Material AdverseEffect contained in any specific representation or warranty), in each case onthe date of this Agreement and on and as of the Closing Date as though made onand as of the Closing Date (except for representations and warranties made asof some other specified date, in which case as of such specified date), exceptwhere any such failure of the representations and warranties to be true andcorrect, individually or in the aggregate, could not reasonably be expected tohave a Material Adverse Effect on SYS, Antin or the transactions contemplatedby this Agreement. 

                        6.2.2       SYS (i) shall have performed or complied in all material respectswith all agreements and covenants required to be performed by it under thisAgreement at or prior to the Closing Date that are qualified as to MaterialAdverse Effect and (ii) shall have performed or complied in all materialrespects with all agreements and covenants required to be performed by it underthis Agreement at or prior to the Closing that are not qualified as to MaterialAdverse Effect except where such non-performance or non-compliance individuallyor in the aggregate would not reasonably be expected to have a Material AdverseEffect on SYS.

                        6.2.3       SYS shall have furnished the Stockholders with a certificate dated theClosing Date signed on behalf of it by the Chairman, President or any VicePresident to the effect that the conditions set forth in Sections 6.2.1and 6.2.2 have been satisfied.

        6.3           Conditions to Obligations of SYS and Subcorp.  The obligations of SYS and Subcorp to consummate thetransactions contemplated hereby shall be subject to the fulfillment of the followingconditions unless waived by SYS: 

                        6.3.1       Each of the representations and warranties of the Stockholders containedin this Agreement shall be true and correct in all material respects (butwithout regard to any materiality qualifications or references to MaterialAdverse Effect contained in any specific representation or warranty), in eachcase, on the date of this Agreement and on and as of the Closing Date as thoughmade on and as of the Closing Date (except for representations and warrantiesmade as of some other specified date, in which case, as of such specifieddate), except where any such failure of the representations and warranties tobe true and correct would not reasonably be expected to have a Material AdverseEffect on Antin, SYS or the transactions contemplated by this Agreement. 

                        6.3.2       Antin and the Stockholders (i) shall have performed or complied inall material respects with all agreements and covenants required to beperformed by each of them under this Agreement at or prior to the Closing thatare qualified as to Material Adverse Effect, (ii) shall have performed orcomplied in all material respects with all agreements and covenants required tobe performed by them under this Agreement at or prior to the Closing that arenot qualified as to Material Adverse Effect except where such non-performanceor non-compliance would not reasonably be expected to have a Material AdverseEffect on Antin, and (iii) the Board of Directors of Antin and theStockholders shall have unanimously approved the execution, delivery, andperformance of this Agreement.

                        6.3.3       Antin and the Stockholders shall have furnished SYS with a certificatedated the Closing Date to the effect that the conditions set forth inSections 6.3.1 and 6.3.2 have been satisfied.

                        6.3.4       Since the date of this Agreement, except as set forth inSection 4.10 of the Antin Disclosure Schedule delivered as of such date,there shall not have been any change in the assets, liabilities, businessprospects, results of operations or financial condition of Antin that wouldconstitute a Material Adverse Effect on Antin as of the Closing Date. 

                        6.3.5       All consents, approvals, and waivers set forth in Section 4.5 ofthe Antin Disclosure Schedule shall have been obtained by Antin or waivedby SYS. 

                        6.3.6       Each outstanding option or warrant to acquire, and each issued note orother security convertible into, Antin Capital Stock, whether or notexercisable, vested or converted, shall have been exercised or cancelled sothat as of the Closing Date no person shall have any options, warrants, or otherrights to buy, or convert into, any securities of Antin.

                        6.3.7       SYS shall have verified to its satisfaction the contracts, contractbacklog, and customer relations of Antin, as well as the intent of theemployees of Antin to remain in its employ following the Closing.

**ARTICLE VIITERMINATIONAND AMENDMENT**

        7.1           Termination.  This Agreement may be terminated prior to the Closing:

                        7.1.1       by mutual written consent of SYS, Subcorp, Antin, and the Stockholders; 

                        7.1.2       by SYS or Stockholders:

                                        (i)                 if there shall be any law or regulation that makes consummation of thetransactions contemplated hereby illegal or otherwise prohibited, or if anyjudgment, injunction, order or decree of a court or other competentGovernmental Authority enjoining SYS or the Stockholders from consummating thetransactions 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 consummatedbefore January 31, 2005; provided, however, that the right to terminatethis Agreement under this Section 7.1.2 shall not be available to anyparty whose failure to perform any material covenant or obligation under thisAgreement has been the cause of or resulted in the failure of the transactionscontemplated hereby to occur on or before such date; or

                        7.1.3       by SYS if any Stockholder has breached any of his or her representationsand 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, businessprospects, results of operations or financial condition of Antin that wouldconstitute a Material Adverse Effect on Antin;

                        7.1.5       by the Stockholders if SYS shall have breached any of itsrepresentations and warranties in Article III of this Agreement and as aresult thereof, the condition set forth in Section 6.2.1 could not besatisfied; or 

                        7.1.6       by the Stockholders if there has been any change in the assets,liabilities, business prospects, results of operations or financial conditionof SYS that would constitute a Material Adverse Effect on SYS.

        7.2           Effect of Termination.  In the event of the termination of this Agreementpursuant to Section 7.1, this Agreement, except for the second sentence ofSection 5.1.2 and Section 5.3.2, shall become void and have noeffect, without any liability on the part of any party or such party'sdirectors, officers or stockholders.  Notwithstanding the foregoing, nothing inthis Section 7.2 shall relieve any party to this Agreement of liabilityfor a material breach of any provision of this Agreement. 

**ARTICLE VIIIGENERALSURVIVAL AND INDEMNIFICATION**

        8.1           Survival of Representations and Warranties.  

                        8.1.1       The representations, warranties, covenants and agreements made herein bythe Stockholders shall survive, irrespective of any different survival periodunder any applicable statute of limitation, until December 31, 2008 (the"Cut-Off Date").

                        8.1.2       Irrespective of any different survival period under any applicablestatute of limitations, the representations, warranties, covenants andagreements made herein by SYS shall survive until December 31, 2008.

                        8.1.3       This Section 8.1 shall not limit any covenant or agreement of theparties hereto, which by its terms contemplates performance after the Closingor after the termination of this Agreement.

                        8.1.4       Notwithstanding any right of SYS to investigate the affairs of Antin orof the Stockholders to investigate the affairs of SYS, SYS shall have the rightto rely fully upon the representations, warranties, covenants and agreementscontained in this Agreement, or in any instrument required to be deliveredpursuant to this Agreement, and the Stockholders shall have the right to relyfully upon the representations, warranties, covenants, and agreements of SYScontained in this Agreement or in any such instrument.  No information orknowledge obtained by a party hereto in an investigation conducted by suchparty shall affect or be deemed to modify any representation or warranty of anyother party contained herein or the conditions to the obligations of theparties to consummate the transactions contemplated by this Agreement.  Theright to any remedy based on a breach of the representations, warranties,covenants, and obligations of another party, will not be affected by anyinvestigation conducted by a party with respect to, or any knowledge acquired(or capable of being acquired) at any time, whether before or after theexecution and delivery of this Agreement or the Closing Date, about an accuracyor inaccuracy of or compliance with, any representation, warranty, covenant orobligation of any other party.

        8.2           Indemnification.  From and after the Closing, the Stockholders, jointly andseverally, 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 "SYSIndemnified 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' feesand court costs) (collectively, the "Losses") arising as a result of orincurred in connection with (i) any breach by Antin and/or Stockholders ofany of their representations or warranties set forth in this Agreement and(ii) any failure by Antin and/or the Stockholders to perform any of theircovenants or agreements set forth in this Agreement; provided, however, that,except in the case of fraud, the obligations of the Stockholders under thisSection 8.2 shall be limited as follows:  (a) for each of theStockholders other than Miller, the maximum liability for Losses for each suchStockholder shall be One Hundred Thirty Thousand Dollars ($130,000), and(b) for Miller, the maximum liability for Losses shall be equal to OneMillion Seven Hundred Thousand Dollars ($1,700,000).  The first recourse of theSYS Indemnified Parties for Losses shall be from the Escrow Consideration andpursuant to the Escrow Agreement.  Any Losses remaining thereafter may beobtained jointly and severally from the Stockholders subject to the limitationsstated above.  Any Loss that results from a settlement of a third party claimagainst an SYS Indemnified Party shall be the subject of indemnificationhereunder only if the settlement has been approved by Miller.  The Stockholdersmay not settle any such claim unless the settlement provides for a full andcomplete release of the SYS Indemnified Parties and does not include equitablerelief against, or payment from, any SYS Indemnified Party.

**ARTICLE IXMISCELLANEOUS**

        9.1           Notices.  All notices and other communications hereunder shall bein writing and shall be deemed given if delivered personally, sent by facsimile(with written confirmation of successful delivery) or dispatched by anationally recognized overnight courier service to the parties at the followingaddresses (or at such other address for a party as shall be specified by likenotice 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 Antin and the Stockholders: 
> 
Antin Engineering, Inc.					4375 Jutland Drive, Suite 110					San Diego, CA 92117

Mr. Pericles Haleftiras					5225 Setting Sun Way					San Diego, CA 92121

Mr. Paul D. White					4938 Verona Street					Oceanside, CA 92056

Mr. Victor M. Wilson					4375 Jutland Drive, Suite 110					San Diego, CA 92117

Ms. Judith L. Smith					2938 Beech Street					San Diego, CA 92102

Mr. John D. Dunaway					2933 Chestnut Oak Way					Virginia Beach, VA 23453

Mr. James M. Bennett					1639 East Ocean View Ave.					Norfolk, VA 23503

Mr. Albert J. Ford					2084 Townfield Lane					Virginia Beach, VA 23454

with a copy to:
> 
Duane Morris					101 West Broadway, Suite 900					San Diego, CA 92101					Attention:  Mikel Bistrow, Esq.					Facsimile:  (619) 645-5320

        9.2           Interpretation.  

                        9.2.1       When a reference is made in this Agreement to an Article orSection, such reference shall be to an Article or Section of thisAgreement unless otherwise indicated.  The headings, the table of contents andthe index of defined terms contained in this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation ofthis Agreement.  Whenever the words "include," "includes," or "including" areused 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 AdverseEffect" with respect to any party shall be deemed to occur if any event, changeor 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 partytaken as a whole, or a material adverse effect on the ability of such party totimely perform its obligations under this Agreement and the other transactiondocuments contemplated hereby; provided, however, none of thefollowing shall be deemed in themselves, either alone or in combination, toconstitute, and none of the following shall be taken into account indetermining 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), financialcondition, business prospects, or results of operations of such party directlyor indirectly arising out of or attributable to any decrease in the marketprice of SYS Common Shares (but not any change or effect underlying suchdecrease to the extent such change or effect would otherwise constitute aMaterial 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), financialcondition, business prospects, or results of operations of such party directlyor indirectly arising out of or attributable to (A) conditions, events, orcircumstances generally affecting the economy of the United States, or(B) the general state of industries and market sectors in which such partyoperates; and

                                        (iii)              with respect to Antin, any change in or effect upon the assets(including intangible assets), liabilities (contingent or otherwise), financialcondition, or results of operations of Antin directly or indirectly arising outof or attributable to the loss by Antin of any of its business prospects orcustomers (including business of such business prospects or customers),suppliers or employees (including, without limitation, any financialconsequence of such loss of customers (including business of such customers),suppliers or employees) due primarily to the transactions contemplated herebyor the public announcement of this Agreement, in each case arising after thedate of this Agreement.

                        9.2.3       For purposes of this Agreement, a "Subsidiary" when used with respect toany party means any individual partnership, firm, corporation, association,trust, unincorporated organization (including any representative office orbranch) or other entity under the laws of any jurisdiction, (i) of whichsuch party or another subsidiary of such party is a general partner (excludingpartnerships, the general partnership interests of which held by such party orthe Subsidiary of such party do not have 50% or more of the voting interests insuch partnership) or (ii) 50% or more of the securities or other interestsof which having by their terms ordinary voting power to elect at least 50% ofthe board of directors or others performing similar functions with respect tosuch corporation or other organization is directly or indirectly owned  orcontrolled by such party or one or more of its subsidiaries (or if there are nosuch voting securities or interests, 50% or more of the equity interests ofwhich is directly or indirectly owned or controlled by such party or one ormore of its subsidiaries). 

                        9.2.4       For purposes of this Agreement, "Affiliate" means a person thatdirectly, or indirectly through one or more intermediaries, controls, iscontrolled by or is under common control with another person or beneficiallyowns or has the power to vote or direct the vote of 10% of more of the votingstock (or of any other form of general partnership, limited partnership orvoting equity interest in the case of a person that is not a corporation) ofsuch other person.  For purposes of this definition, "control," including theterms "controlling and "controlled" means through the ownership of votingsecurities, by contract or credit arrangement, as trustee, partner or executoror otherwise.

                        9.2.5       For purposes of this Agreement, "Knowledge" means with respect to SYS, theactual knowledge of Clifton L. Cooke, Edward M. Lake and Rob Babbush;with respect to Antin, the actual knowledge of Janathin Miller; and withrespect to the Stockholders, the actual knowledge of each Stockholder.

        9.3           Counterparts.  This Agreement may be executed in counterparts, whichtogether shall constitute one and the same Agreement.  The parties may executemore than one copy of the Agreement, each of which shall constitute anoriginal. 

        9.4           Entire Agreement.  This Agreement (including the documents and theinstruments referred to herein) constitute the entire agreement among theparties and supersede all prior agreements and understandings, agreements orrepresentations by or among the parties, written and oral, with respect to thesubject matter hereof and thereof; provided, however, that the parties'nondisclosure/nonuse agreement shall survive, and shall also survive anytermination of this Agreement.

        9.5           Third-Party Beneficiaries.  Nothing in this Agreement, express or implied, isintended 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 Californiawithout regard to its conflict of laws rules, and any action arising out of orin connection with this Agreement or the Merger shall be brought only in theappropriate federal or state court in San Diego County, California.  Each ofthe parties hereto agrees that a final judgment in any action or proceedingshall be conclusive and may be enforced in other jurisdictions by suit on thejudgment or in any other manner provided by law. 

                        9.6.2       Each of the parties hereto irrevocably consents to the service of anysummons and complaint and any other process in any other action or proceedingrelating to this Agreement, on behalf of itself or its property, by thepersonal delivery of copies of such process to such party.  Nothing in thisSection 9.6 shall affect the right of any party hereto to serve legalprocess in any other manner permitted by law. 

        9.7           Arbitration.  The parties to this Agreement shall submit to bindingarbitration before a single, neutral arbitrator of any dispute, controversy orclaim arising out of, or relating to, the transactions contemplated by thisAgreement or any breach hereof, provided, however, that theparties retain their right to, and shall not be prohibited, limited or in anyother way restricted from, seeking or obtaining equitable relief from a courthaving jurisdiction over the parties.  Such arbitration shall be governed byand conducted through the American Arbitration Association in accordance withthe Commercial Dispute Resolution Procedures.  The arbitration hearing shall beheld in San Diego, California at a place to be designated by the partiesor, in the absence of their agreement, by the arbitrator. 

        9.8           Specific Performance.  The transactions contemplated by this Agreement areunique.  Accordingly, each of the parties acknowledges and agrees that, inaddition to all other remedies to which it may be entitled, each of the partieshereto is entitled to a decree of specific performance, provided such party isnot in material default hereunder.  The party prevailing in any proceedingseeking such a decree shall be entitled to payment of all reasonable legal feesand expenses by the non-prevailing party. 

        9.9           Assignment.  Neither this Agreement nor any of the rights, interestsor obligations hereunder shall be assigned by any of the parties hereto(whether by operation of law or otherwise) without the prior written consent ofthe other parties.  Subject to the preceding sentence, this Agreement shall bebinding upon, inure to the benefit of and be enforceable by the parties andtheir respective successors and assigns.  Additionally, notwithstanding theforegoing or anything to the contrary contained in this Agreement, SYS isspecifically permitted to adopt a holding company structure pursuant toSection 251(g) of the DGCL and assign this Agreement to the holdingcompany or consummate SYS's previously approved reincorporation into the Stateof Delaware, in which case the references herein to receipt and registration ofactual and underlying SYS shares shall instead refer to the equivalent sharesof the Delaware corporation.

        9.10       Expenses.  All costs and expenses incurred in connection with thisAgreement and the transactions contemplated hereby and thereby shall be paid bythe party incurring such expenses.

       9.11       Severability.  The invalidity or unenforceability in whole or in part ofany covenant, promise or undertaking, or any section, subsection, sentence,clause, phrase, word, or any of the provisions of this Agreement will notaffect the validity or enforceability of the remaining portions of thisAgreement.  If for any reason, any provision is determined to be invalid or inconflict with any existing, or future law or regulation by a court or agencyhaving valid jurisdiction, such will not impair the operation or have any othereffect upon such other provisions of this Agreement as may remain otherwisevalid, and the latter will continue to be given full force and effect and bindthe parties hereto.

        9.12       Amendment.  This Agreement may be amended only by agreement inwriting executed by all of the parties hereto; provided, however,that SYS and Antin shall be entitled to provide written statements regardingnew information as to the Antin Disclosure Schedule, respectively, without thewritten consent of the other parties hereto.

----

**        IN WITNESS WHEREOF**, SYS, Shadow and the Stockholdershave signed this Agreement as of the date first written above. 

** **
|   | **SYS**                                                                          |
|--------|----------------------------------------------------------------------------------|
|   |                                                                             |
|   | By:                                                                              |   |
|   | Name:  Edward M. LakeTitle:     Chief Financial Officer |
|   |                                                                             |
|   | **SHADOWI, INC.**                                                                |
|   |                                                                             |
|   | By:                                                                              |   |
|   | Name:  Edward M. LakeTitle:     Chief Financial Officer |
|   |                                                                             |
|   | **ANTINENGINEERING, INC.**                                                       |
|   |                                                                             |
|   | By:                                                                              |   |
|   | Name:  Janathin A. MillerTitle:     President           |
|   |                                                                             |
|   | **STOCKHOLDERS**                                                                 |
|   |                                                                             |
|   | Janathin A. Miller                                                               |
|   |                                                                             |
|   | Pericles Haleftiras                                                              |
|   |                                                                             |
|   | Paul D. White                                                                    |
|   |                                                                             |
|   | Victor M. Wilson                                                                 |
|   |                                                                             |
|   | Judith L. Smith                                                                  |
|   |                                                                             |
|   | John D. Dunaway                                                                  |
|   |                                                                             |
|   | James M. Bennett                                                                 |
|   |                                                                             |
|   | Albert J. Ford                                                                   |

 

**EXHIBIT A**

Escrow Agreement