AGREEMENT
      AND PLAN OF MERGER

    


    among

    


    GCA
      II
      ACQUISITION CORP., a Delaware Corporation,

    


    SECURLINX
      ACQUISITION CORP., a Delaware Corporation,

    


    SECURLINX
      HOLDING CORP., a Delaware Corporation,

    


    and

    


    BARRY
      L.
      HODGE, an Individual

    


    Dated:
      August 18, 2008

    


    
      
        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	
              Section

            	 	
              Page

            
	 	 	 
	
              ARTICLE
                I - THE MERGER

            	 	 
	
              1.1
                The Merger

            	 	
              2

            
	
              1.2
                Effective Time; Closing

            	 	
              2

            
	
              1.3
                Effects of the Merger

            	 	
              2

            
	
              1.4
                Post-Merger Actions

            	 	
              3

            
	
              1.5
                Further Assurances

            	 	
              3

            
	 	 	
               

            
	
              ARTICLE
                II - CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

            	 	
               

            
	
              2.1
                Conversion of Securities

            	 	
              4

            
	
              2.2
                Exchange of Securities and Certificates

            	 	
              5

            
	
              2.3
                Dissenters' Rights

            	 	
              8

            
	
              2.4
                Withholding

            	 	
              8

            
	
              2.5
                Stock Transfer Books

            	 	
              8

            
	 	 	
               

            
	
              ARTICLE
                III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY PRINCIPAL
                STOCKHOLDER

            	 	
               

            
	
              3.1
                Authority Relative To The Operative Agreements

            	 	
              8

            
	
              3.2
                Execution; Enforceability

            	 	
              8

            
	
              3.3
                Title to Securities of the Company

            	 	
              9

            
	
              3.4
                No Conflicts

            	 	
              9

            
	
              3.5
                Governmental Approvals and Filings

            	 	
              9

            
	
              3.6
                Legal Proceedings

            	 	
              9

            
	
               

            	 	
               

            
	
              ARTICLE
                IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            	 	
               

            
	
              4.1
                Organization and Qualification; Subsidiaries

            	 	
              10

            
	
              4.2
                Certificate of Incorporation and Bylaws

            	 	
              10

            
	
              4.3
                Books and Records

            	 	
              10

            
	
              4.4
                Capitalization

            	 	
              11

            
	
              4.5
                Authority Relative To This Agreement

            	 	
              11

            
	
              4.6
                No Conflict; Required Filings and Consents

            	 	
              12

            
	
              4.7
                Permits; Compliance

            	 	
              13

            
	
              4.8
                Financial Statements

            	 	
              13

            
	
              4.9
                Notes and accounts Receivable

            	 	
              13

            
	
              4.10
                Undisclosed Liabilities 

            	 	
              14

            
	
              4.11
                Taxes 

            	 	
              14

            
	
              4.12
                Title To Personal Property 

            	 	
              16

            
	
              4.13
                Condition of Tangible Fixed Assets 

            	 	
              16

            
	
              4.14
                Inventory 

            	 	
              16

            
	
              4.15
                Product Warranty 

            	 	
              17

            
	
              4.16
                Product Liability 

            	 	
              17

            
	
              4.17
                Real Property 

            	 	
              17

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              4.18
                Intellectual Property 

            	 	
              17

            
	
              4.19
                Material Contracts 

            	 	
              21

            
	
              4.20
                Litigation 

            	 	
              23

            
	
              4.21
                Employee Benefit Plans 

            	 	
              23

            
	
              4.22
                Labor and Employment Matters 

            	 	
              26

            
	
              4.23
                Environmental 

            	 	
              26

            
	
              4.24
                Related Party Transactions 

            	 	
              28

            
	
              4.25
                Insurance 

            	 	
              28

            
	
              4.26
                Absence of Certain Changes or Events 

            	 	
              29

            
	
              4.27
                Solvency 

            	 	
              29

            
	
              4.28
                Brokers or Finders 

            	 	
              30

            
	
              4.29
                No Illegal Payments 

            	 	
              30

            
	
              4.30
                Information Supplied

            	 	
              30

            
	
              4.31
                Antitakeover Statutes

            	 	
              30

            
	
              4.32
                Compliance with Securities Laws

            	 	
              30

            
	
              4.33
                Change in Control

            	 	
              30

            
	
              4.34
                Powers of Attorney

            	 	
              30

            
	
              4.35
                Material Disclosures

            	 	
              30

            
	
               

            	 	
               

            
	
              ARTICLE
                V - REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER
                SUB

            	 	
               

            
	
              5.1
                Corporate Organization and Qualification

            	 	
              31

            
	
              5.2
                Certificate of Incorporation and Bylaws

            	 	
              31

            
	
              5.3
                Books and Records

            	 	
              31

            
	
              5.4
                Capitalization

            	 	
              32

            
	
              5.5
                Authority Relative To This Agreement

            	 	
              32

            
	
              5.6
                No Conflict; Required Filings and Consents

            	 	
              33

            
	
              5.7
                SEC Reports; Financial Statements

            	 	
              33

            
	
              5.8
                Taxes

            	 	
              34

            
	
              5.9
                Absence of Litigation

            	 	
              36

            
	
              5.10
                Related Party Transactions

            	 	
              36

            
	
              5.11
                Ownership of Merger Sub; No Prior Activities

            	 	
              36

            
	
              5.12
                Absence of Certain Changes or Events

            	 	
              36

            
	
              5.13
                No Illegal Payments

            	 	
              37

            
	
              5.14
                Antitakeover Statutes

            	 	
              37

            
	
              5.15
                Compliance with Securities Laws

            	 	
              38

            
	
              5.16
                Brokers or Finders

            	 	
              38

            
	
               

            	 	 
	
              ARTICLE
                VI - COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE
                MERGER

            	 	 
	
              6.1
                Conduct of Business by the Company Pending the Merger

            	 	
              38

            
	
              6.2
                Conduct of Business by Parent Pending the Merger

            	 	
              40

            
	
              6.3
                Conduct
                of Company Principal Stockholder Pending the Merger

            	 	
              40

            
	
               

            	 	 
	
              ARTICLE
                VII - ADDITIONAL AGREEMENTS

            	 	 
	
              7.1
                Voting and Lock-Up Agreement

            	 	
              40

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2
                Certain Corporate and Securities Compliance

            	 	
              40

            
	
              7.3
                Regulatory Approvals

            	 	
              43

            
	
              7.4
                Public Announcements

            	 	
              44

            
	
              7.5
                Tax-Free Reorganization.

            	 	
              44

            
	
              7.6
                Consents

            	 	
              44

            
	
              7.7
                Notification of Certain Matters

            	 	
              44

            
	
              7.8
                Conveyance Taxes

            	 	
              44

            
	
              7.9
                Dissenters' Rights

            	 	
              44

            
	
              7.10
                Post-Closing Current Report Filing on Form 8-K 

            	 	
              45

            
	
              7.11
                Post-Closing Establishment of Trading Market; Quotation; Listing
                

            	 	
              45

            
	
              7.12
                Certain Registration Obligations 

            	 	
              45

            
	
              7.13
                Certain Liability & Indemnification 

            	 	
              47

            
	
              7.14
                Further Assurances 

            	 	
              48

            
	 	 	 
	
              ARTICLE
                VIII - CONDITIONS TO THE MERGER

            	 	 
	
              8.1
                Conditions to the Obligations of Each Party to Effect the
                Merger

            	 	
              48

            
	
              8.2
                Conditions to the Obligations of Parent and Merger Sub to Effect
                the
                Merger

            	 	
              49

            
	
              8.3
                Conditions to the Obligations of the Company to Effect the
                Merger

            	 	
              50

            
	
               

            	 	 
	
              ARTICLE
                IX - TERMINATION, AMENDMENT AND WAIVER

            	 	 
	
              9.1
                Termination

            	 	
              51

            
	
              9.2
                Amendment

            	 	
              52

            
	
              9.3
                Waiver

            	 	
              52

            
	 	 	 
	
              ARTICLE
                X - MISCELLANEOUS

            	 	 
	
              10.1
                Notices

            	 	
              52

            
	
              10.2
                Certain Definitions

            	 	
              53

            
	
              10.3
                Index of Other Defined Terms

            	 	
              59

            
	
              10.4
                Interpretation

            	 	
              61

            
	
              10.5
                Survival

            	 	
              62

            
	
              10.6
                Severability

            	 	
              62

            
	
              10.7
                Assignment; Binding Effect; Benefit

            	 	
              62

            
	
              10.8
                Fees and Expenses

            	 	
              62

            
	
              10.9
                Incorporation of Schedules

            	 	
              63

            
	
              10.10
                Specific Performance

            	 	
              63

            
	
              10.11
                Governing Law

            	 	
              63

            
	
              10.12
                Consent to Jurisdiction;Waiver of Jury Trial

            	 	
              63

            
	
              10.13
                Headings

            	 	
              64

            
	
              10.14
                Counterparts

            	 	
              64

            
	
              10.15
                Entire Agreement

            	 	
              64

            


    

     

    
      	
              EXHIBITS

            	 	 
	 	 	 
	
              Exhibit
                A

            	 	
              Form
                of Voting and Lock-Up
                Agreement 

            
	
              Exhibit
                B

            	 	
              Form
                of Certificate of Merger

            
	
              Exhibit
                C 

            	 	
              Certificate
                of Incorporation – Merger
                Sub

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                D 

            	 	
              Bylaws –
Merger
                Sub 

            


    

     

    
      	
              SCHEDULES

            	 	 
	 	 	 
	
              Schedule
                A

            	 	
              Company
                Disclosure Schedule

            
	
              Organization
                and Qualification; Subsidiaries

            	 	
              Section
                4.1

            
	
              Capitalization

            	 	
              Section
                4.4

            
	
              No
                Conflict; Required Filings and Consents

            	 	
              Section
                4.6

            
	
              Permits;
                Compliance

            	 	
              Section
                4.7

            
	
              Financial
                Statements

            	 	
              Section
                4.8

            
	
              Taxes

            	 	
              Section
                4.11

            
	
              Inventory

            	 	
              Section
                4.14

            
	
              Real
                Property

            	 	
              Section
                4.17

            
	
              Intellectual
                Property

            	 	
              Section
                4.18

            
	
              Material
                Contracts

            	 	
              Section
                4.19

            
	
              Litigation

            	 	
              Section
                4.20

            
	
              Employee
                Benefit Plans

            	 	
              Section
                4.21

            
	
              Environmental

            	 	
              Section
                4.23

            
	
              Related
                Party Transactions

            	 	
              Section
                4.24

            
	
              Insurance

            	 	
              Section
                4.25

            
	
              Absence
                of Certain Changes or Events

            	 	
              Section
                4.26

            
	
              Change
                in Control

            	 	
              Section
                4.33

            
	
              Conduct
                of Business by the Company Pending the Merger

            	 	
              Section
                6.1

            
	
               

            	 	 
	
              Schedule
                B

            	 	
              Parent
                Disclosure Schedule

            
	
              Capitalization

            	 	
              Section
                5.4

            
	
              No
                Conflict; Required Filings and Consents

            	 	
              Section
                5.6

            
	
              Taxes

            	 	
              Section
                5.8

            
	
              Absence
                of Certain Changes or Events

            	 	
              Section
                5.12

            
	
              Conduct
                of Business by the Parent Pending the Merger

            	 	
              Section
                6.2

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    This
      AGREEMENT AND PLAN OF MERGER, dated as of August 18, 2008 (this “Agreement”),
      among
      GCA II Acquisition Corp., a Delaware corporation (“Parent”),
      SecurLinx Acquisition Corp., a Delaware corporation and a direct, wholly-owned
      Subsidiary of Parent (“Merger
      Sub”),
      SecurLinx Holding Corp., a Delaware corporation (the “Company”)
      and
      Barry L. Hodge, the President, Chief Executive Officer, and a majority
      shareholder of the Company (the “Company
      Principal Stockholder”)
      (Parent, Merger Sub, Company, and the Company Principal Stockholder may
      hereinafter be referred to individually as a “Party”
or
      collectively as the “Parties”).

    


    WHEREAS,
      upon the terms and subject to the conditions of this Agreement and in accordance
      with the Delaware General Corporation Law (the “DGCL”),
      Parent, Merger Sub, and the Company intend to enter into a certain business
      combination transaction; 

    


    WHEREAS,
      for federal income tax purposes, it is intended that the acquisition of the
      Company by Parent pursuant to this Agreement qualify as a tax-free
      reorganization under the provisions of Section 368(a) of the U.S. Internal
      Revenue Code of 1986, as amended (the “Code”);

    


    WHEREAS,
      the board of directors of the Company (i) has determined that the Merger (as
      defined in Section 1.1 below) is in the best interests of the Company and its
      shareholders (ii) has approved this Agreement, the Merger, and the other
      transactions contemplated hereby (collectively, the “Transactions”)
      (iii)
      has adopted a resolution declaring the Merger advisable, and (iv) has determined
      to recommended approval of this Agreement by, and directed that this Agreement
      be submitted to a vote of, the shareholders of the Company; 

    


    WHEREAS,
      the board of directors of Parent (i) has determined that the Merger is
      consistent with and in furtherance of the long-term business strategy of Parent
      and fair to, and in the best interests of, Parent and its stockholders, (ii)
      has
      approved this Agreement, the Merger and the Transactions, (iii) has adopted
      a
      resolution declaring the Merger advisable, and (iv) has approved the issuance
      of
      certain shares of the common stock of Parent, $.0001
      par value per share (“Parent
      Common Stock”),
      pursuant
      to the Merger; and

    


    WHEREAS,
      the board of directors of Merger Sub (i) has determined that the Merger is
      consistent with and in furtherance of the long-term business strategy of Merger
      Sub, and fair to and in the best interests of Merger Sub and its stockholders,
      (ii) has approved this Agreement, the Merger and the Transactions, (iii) has
      adopted a resolution declaring the Merger advisable, and (iv) has determined
      to
      recommend that the sole stockholder of Merger Sub adopt this
      Agreement;

     

    WHEREAS,
      contemporaneously with the execution of this Agreement, and as a condition
      and
      inducement to Parent’s willingness to enter into this Agreement, the Company
      Principal Stockholder is entering into a voting and lock-up agreement with
      Parent in substantially the form annexed hereto as Exhibit A and made a part
      hereof (collectively, the “Voting
      and Lock-Up Agreement”);
      and

     

    WHEREAS,
      capitalized terms used throughout this Agreement shall have the meanings
      assigned to them in Section 10.2 or in the applicable Section of this Agreement
      to which reference is made within Section 10.3.

     

    NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

    


    THE
      MERGER

    


    1.1 The
      Merger.
      Upon
      the terms and subject to the conditions set forth in this Agreement, and
      pursuant to the certificate of merger in such form as is required by and
      executed in accordance with the relevant provisions of the DGCL, a form of
      which
      is annexed hereto as Exhibit B (the “Certificate
      of Merger”),
      at
      the Effective Time (as hereinafter defined), Merger Sub shall be merged with
      and
      into the Company and the separate corporate existence of Merger Sub shall
      thereupon cease, and the Company shall continue as the surviving corporation
      (the “Surviving
      Corporation”)
      of the
      Merger (the “Merger”)
      (Merger Sub and the Company are sometimes referred to herein jointly as the
      “Constituent
      Corporations”).
      As a
      result of the Merger, the outstanding shares of capital stock of the Company
      and
      Merger Sub shall be converted or canceled in the manner provided in Article
      II
      of this Agreement. 

    


    1.2 Effective
      Time; Closing.
      The
      closing of the Merger (the “Closing”)
      shall
      take place at the offices of the Company at 10:00 a.m. on a date to be specified
      by the Parties which shall be no later than two (2) Business Days following
      the
      satisfaction or waiver (as provided herein) of the conditions set forth in
      Article VIII ( other than those conditions that by their nature are to be
      satisfied at the Closing), unless another time, date and/or place is agreed
      to
      in writing by the Parties (the date upon which the Closing occurs is referred
      to
      hereinafter as the “Closing
      Date”).
      Simultaneously with, or as soon as practicable following the Closing, the
      Company, as the surviving corporation, shall file the Certificate of Merger
      with
      the Secretary of State of the State of Delaware (the “Delaware
      Secretary of State”)
      as
      provided in Section 252(c) of the DGCL. The Merger shall become effective at
      such time as the Certificate of Merger is so filed or at such later time as
      may
      be specifically set forth in the Certificate of Merger, if different, which
      time
      is hereinafter referred to as the “Effective
      Time”.

     

    1.3 Effects
      of the Merger.
      At and
      after the Effective Time:

    


    (a) the
      Merger shall have the effects as set forth in the applicable provisions of
      the
      DGCL, including without limitation Section 259(a) thereof. Without limiting
      the
      generality of the foregoing, and subject thereto, at the Effective Time, all
      the
      rights, privileges, immunities, powers and franchises (of a public as well
      as of
      a private nature) of the Company and Merger Sub and all property (real, personal
      and mixed) of the Company and Merger Sub and all debts due to either the Company
      or Merger Sub on any account, including subscriptions to shares, and all other
      choses in action, and every other interest of or belonging to or due to each
      of
      the Company and Merger Sub shall vest in the Surviving Corporation, and all
      debts, Liabilities, obligations and duties of each of the Company and Merger
      Sub
      shall become the debts, Liabilities, obligations and duties of the Surviving
      Corporation and may be enforced against the Surviving Corporation to the same
      extent as if such debts, Liabilities, obligations and duties had been incurred
      or contracted by the Surviving Corporation, and all rights of creditors and
      all
      Liens upon any property of the Company or Merger Sub shall be preserved
      unimpaired in the Surviving Corporation following the Merger;

    


    (b) the
      certificate of incorporation of the Company shall be the certificate of
      incorporation of the Surviving Corporation until such time as it may thereafter
      be amended in accordance with applicable Delaware Law;

    


    (c) the
      bylaws of the Company shall be the bylaws of the Surviving Corporation until
      such time as they may thereafter be amended in accordance with applicable
      Delaware Law;

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) the
      directors and officers of the Company immediately prior to the Effective Time
      shall remain the directors and officers of the Surviving Corporation, each
      to
      hold office until their respective death, permanent disability, resignation
      or
      removal or until their respective successors are duly elected and qualified,
      all
      in accordance with the certificate of incorporation and bylaws of the Surviving
      Corporation and applicable Law. 

    


    1.4 Post-Merger
      Actions.
      

    


    (a) Immediately
      following the Effective Time:

    


    (i) the
      officers of Parent prior to the Effective Time shall resign their respective
      positions as officers of Parent;

    


    (ii) unless
      otherwise agreed to in writing among Parent, the Surviving Corporation and
      Michael M. Membrado, Mr. Membrado, the sole director of Parent as of the date
      hereof, shall resign his seat on the board of directors of Parent;
      and

    


    (b) As
      soon
      as practicable following the Effective Time:

    


    (i) the
      board
      of directors of Parent, through appropriate action duly taken, shall amend
      the
      bylaws of Parent to permit a board of directors of not less than one
      (1) nor more than twelve (12) directors;

    


    (ii) the
      board
      of directors of Parent, through appropriate action duly taken, shall appoint
      as
      directors to fill some or all of such vacancies such persons as the management
      of the Company shall designate, which designees shall include a majority of
      “independent” directors as such term is defined under the Rules of the American
      Stock Exchange; and

    


    (iii) the
      board
      of directors of Parent, through appropriate action duly taken, shall elect
      new
      officers of Parent.

    


    1.5 Further
      Assurances.
      If, at
      any time after the Effective Time, the Surviving Corporation shall consider
      or
      be advised that any deeds, bills of sale, assignments or assurances or any
      other
      acts or things are necessary, desirable or proper (a) to vest, perfect or
      confirm, of record or otherwise, in the Surviving Corporation its right, title
      and interest in, to or under any of the rights, privileges, powers, franchises,
      properties or assets of either of the Constituent Corporations, or
      (b) otherwise to carry out the purposes of this Agreement, the Surviving
      Corporation and its proper officers and directors or their designees shall
      be
      authorized to execute and deliver, in the name and on behalf of either
      Constituent Corporation, all such deeds, bills of sale, assignments and
      assurances and to do, in the name and on behalf of either Constituent
      Corporation, all such other acts and things as may be necessary, desirable
      or
      proper to vest, perfect or confirm the Surviving Corporation’s right, title and
      interest in, to and under any of the rights, privileges, powers, franchises,
      properties or assets of such Constituent Corporation and otherwise to carry
      out
      the purposes of this Agreement.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    


    CONVERSION
      OF SECURITIES; EXCHANGE OF CERTIFICATES

    


    2.1 Conversion
      of Securities.
      At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      Parent, Merger Sub, the Company or any shareholders of Parent, Merger Sub or
      the
      Company (each stockholder of the Company being referred to individually
      hereinafter as a “Company
      Stockholder”):

    


    (a) Subject
      to the other provisions of this Section 2.1 and to Section 2.2:

    


    (i) Each
      share of common
      stock, par value $0.001 per share, of the Company (“Company
      Common Stock”)
      issued
      and outstanding immediately prior to the Effective Time (each, a “Cancelable
      Common Share”)
      shall
      be automatically converted without payment of any consideration (subject to
      any
      required adjustment pursuant to Subsection (c) of this Section 2.1) into the
      right to receive one (1) share of fully paid and nonassessable Parent Common
      Stock (the “Exchange
      Ratio”);
      provided,
      however,
      that,
      in the event that any shares of Company Common Stock outstanding immediately
      prior to the Effective Time are unvested or otherwise subject to a repurchase
      option, risk of forfeiture, or other condition under any applicable restricted
      stock purchase or other agreement with the Company, then the shares of Parent
      Common Stock to be issued in exchange for such shares of Company Common Stock
      shall also be unvested and subject to the same repurchase option, risk of
      forfeiture or other condition without regard, however, to any provisions
      regarding the acceleration of vesting in the event of certain transactions
      that
      may otherwise be applicable.
      At the
      Effective Time, (a)
      all
      such shares of Company Common Stock shall be deemed no longer to be outstanding
      and shall automatically be canceled and cease to exist, and each certificate
      previously evidencing any such shares shall thereafter represent the right
      to
      receive a certificate representing the shares of Parent Common Stock into which
      such shares of Company Common Stock shall have been converted in the Merger
      pursuant to this Section 2.1(a)(i), (b)
      the
      holders of certificates previously evidencing shares of Company Common Stock
      outstanding immediately prior to the Effective Time shall cease to have any
      rights with respect to such shares of Company Common Stock except as otherwise
      provided herein or under the DGCL, (c)
      any
      certificates previously evidencing shares of Company Common Stock shall be
      exchanged for certificates representing whole shares of Parent Common Stock
      issued in consideration therefor upon the surrender of such certificates in
      accordance with the provisions of Section 2.2 of this Agreement, and
      (d)
      the
      certificates representing any shares of Parent Common Stock which have been
      exchanged for shares of Company Common Stock which, immediately prior to the
      Effective Time, had been unvested or otherwise subject to a repurchase option,
      risk of forfeiture, or other condition under any applicable restricted stock
      purchase or other agreement with the Company, shall contain an appropriate
      legend evidencing such continuing restriction. 

    


    (ii) Each
      convertible note and/or debenture of the Company (“Company
      Convertible Debentures”)
      issued
      and outstanding as of the date hereof and which remains issued and outstanding
      immediately prior to the Effective Time (each, a “Cancelable
      Convertible Debenture”)
      shall
      be automatically converted without payment of any consideration (subject to
      any
      required adjustment pursuant to Subsection (c) of this Section 2.1) into the
      right to receive a convertible note and/or debenture of Parent convertible
      into
      the same number of shares (rounded down to the nearest whole number) of fully
      paid and nonassessable Parent Common Stock equal to the number of shares of
      Company Common Stock into which each such Cancelable Convertible Debenture
      would
      have been convertible as of the Effective Time adjusted to give effect to the
      Exchange Ratio (each, a “Parent
      Convertible Debenture”).
      At
      the Effective Time, (a)
      all
      such Cancelable Convertible Debentures shall be deemed no longer to be
      outstanding and shall automatically be canceled and cease to exist, and each
      note or certificate previously evidencing any such Company Convertible
      Debentures shall thereafter represent the right to receive a note or certificate
      representing a Parent Convertible Debenture in the same face amount as the
      corresponding Cancelable Convertible Debenture,and (b)
      the
      holders of notes or certificates previously evidencing Cancelable Convertible
      Debentures outstanding immediately prior to the Effective Time shall cease
      to
      have any rights with respect to such Cancelable Convertible Debentures except
      as
      otherwise provided herein or under the DGCL; and

    


    
      
        
        

      

      
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    (iii) each
      share of common stock, par value $.0001 per share, of Merger Sub (“Merger
      Sub Common Stock”)
      issued
      and outstanding immediately prior to the Effective Time shall be converted
      into
      one (1) validly issued, fully paid and nonassessable share of common stock
      of
      the Surviving Corporation at the Effective Time, and the Surviving Corporation
      thereafter shall have no other equity securities.

    


    (b) It
      is
      expressly understood and acknowledged that no fractional shares of Parent Common
      Stock shall be issued in connection with the Merger and that no holder of
      Cancelable Common Shares or Cancelable Convertible Debentures shall be entitled
      to receive a cash payment in lieu of any fractional share of Parent Common
      Stock. 

    


    (c) If
      between the date of this Agreement and the Effective Time the outstanding shares
      of Parent Common Stock shall have been changed into a different number of shares
      or a different class, by reason of any stock dividend, reclassification,
      recapitalization, split, division, subdivision, combination or exchange of
      shares, the Exchange Ratio shall be correspondingly adjusted to reflect such
      stock dividend, reclassification, recapitalization, split, division,
      subdivision, combination or exchange of shares. 

    


    2.2 Exchange
      of Securities and Certificates.
      

    


    (a) Following
      the execution hereof, and as of or before the Effective Time, Parent shall
      enter
      into an agreement with a qualified agent to serve as exchange agent in
      connection with the Merger which agent shall be mutually agreed upon by each
      of
      Parent and the Company (the “Exchange
      Agent”).
      Upon
      the Company’s receipt of Company Stockholder Approval, Parent shall deposit, or
      shall cause to be deposited, with the Exchange Agent, for the benefit of the
      holders of Cancelable Common Shares and Cancelable Convertible Debentures
      (collectively, the “Cancelable
      Securities”)
      for
      exchange in accordance with this Article II, through the Exchange Agent,
      certificates representing (i) the whole shares of Parent Common Stock issuable
      pursuant to Sections 2.1(a)(i) in exchange for Cancelable Common Shares, and
      Parent Convertible Debentures issuable pursuant to Section 2.1(a)(ii) in
      exchange for Cancelable Convertible Debentures (such certificates being
      hereinafter referred to collectively as the “Exchange
      Fund”).
      The
      Exchange Agent shall, pursuant to irrevocable instructions from Parent, deliver
      the various certificates for securities to be issued pursuant to Section 2.1
      out
      of the Exchange Fund (collectively, the “Merger
      Securities”).
      

    


    (b) As
      promptly as reasonably practicable after the Effective Time, Parent will
      instruct the Exchange Agent to mail to each holder of record of a certificate
      or
      certificates which immediately prior to the Effective Time evidenced Cancelable
      Securities (i) a letter of transmittal, and (ii) instructions for use in
      effecting the surrender of such certificates for Cancelable Securities in
      exchange for certificates evidencing the Merger Securities, which instructions
      shall
      be
      in customary form and shall specify that delivery shall be effected, and risk
      of
      loss and title to the Merger Securities shall pass, only upon proper delivery
      of
      the certificates representing the Merger Securities to the Exchange Agent for
      use in exchanging the Cancelable Securities for the Merger
      Securities.
      Upon
      surrender of a certificate for cancellation to the Exchange Agent, together
      with
      such letter of transmittal, duly executed and completed in accordance with
      the
      instructions thereto, and such other documents as may be reasonably required
      pursuant to such instructions, the holder of such Cancelable Securities shall
      be
      entitled to receive certificates evidencing the Merger Securities due to such
      holder in accordance with Section 2.1(a), together with any dividends or
      distribution to which such holder may otherwise be entitled, and the
      certificate(s) so surrendered shall immediately be canceled. Subject to Section
      2.2(g), under no circumstances will any holder of a certificate representing
      Cancelable Securities be entitled to receive any of the Merger Securities or
      certificates evidencing the same until such holder shall have surrendered any
      and all certificates reflecting the corresponding Cancelable Securities from
      which such entitlement derives. 

    


    
      
        
        

      

      
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    (c) In
      the
      event of a transfer of ownership of Cancelable Securities which has not been
      registered in the transfer records of the Company, the Merger Securities into
      which the Cancelable Securities were converted in the Merger may be delivered
      by
      the Exchange Agent in accordance with this Article II to the Person other than
      the Person in whose name the surrendered certificate is surrendered if (i)
      the
      certificate(s) evidencing such Cancelable Securities is/are presented to the
      Exchange Agent, properly endorsed and accompanied by all documents required
      to
      evidence and effect such transfer, including without limitation an opinion
      of
      counsel for the Company that such transfer was effected in compliance with
      all
      federal and state securities Laws, and (ii) evidence is presented in form
      satisfactory to Exchange Agent that any applicable Taxes have been duly paid,
      or, if not paid, the Person requesting such issuance pays to the Exchange Agent
      any and all Taxes required as a result of the issuance to a Person other than
      the registered holder of the certificate. Until
      surrendered or transferred as contemplated by this Section 2.2, each certificate
      representing Cancelable Securities, other than any certificates representing
      Dissenting Shares, shall represent at all times after the Effective Time solely
      the right to receive, upon such surrender or transfer, in accordance with the
      terms hereof, the Merger Securities, together with any amounts payable pursuant
      to Section 2.2(d) of this Agreement. 

    


    (d) Notwithstanding
      any other provisions of this Agreement, no dividends or other distributions
      declared or made after the Effective Time with respect to the Merger Securities
      with a record date after the Effective Time shall be paid to the holder of
      any
      unsurrendered certificate(s) evidencing Cancelable Securities until the holder
      of such Cancelable Securities shall surrender such certificate(s) to the
      Exchange Agent in accordance with Section 2.2(b). Subject to the effect of
      applicable Laws, following surrender of any such certificate(s) reflecting
      Cancelable Securities, there shall be paid to the holder of such certificate(s),
      in addition to the Merger Securities to which such holder is entitled pursuant
      to Section 2.1(a), without interest, the corresponding amount of dividends
      or
      other distributions with a record date after the Effective Time theretofore
      paid
      with respect to any of such Merger Securities, less the amount of any
      withholding Taxes which may be required thereon. No
      holder
      of Cancelable Securities shall be entitled, until the surrender of any
      certificate for any such Cancelable Securities, to vote any shares of Parent
      Common Stock or other capital stock which such holder shall have the right
      to
      receive pursuant to this Article II.

    


    (e) All
      Merger Securities issued upon conversion of the Cancelable Securities in
      accordance with Section 2.1(a), and any cash paid or other distributions made
      pursuant to Section 2.2(d), shall be deemed to have been issued or paid,
      respectively, in full satisfaction of all rights pertaining to such Cancelable
      Securities. From
      and
      after the Effective Time, holders of Cancelable Securities shall cease to have
      any rights with respect to such Cancelable Securities outstanding immediately
      prior to the Effective Time, except as otherwise provided in this Agreement
      or
      by Law. 


    


    
      
        
        

      

      
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      (f) Any
        portion of the Exchange Fund which remains undistributed to the holders of
        Cancelable Securities for thirty (30) days after the Effective Time shall
        be
        returned to Parent, and, subject to Section 2.2(g), any holders of Cancelable
        Securities which have not theretofore complied with this Article II shall
        thereafter look only to Parent for the Merger Securities and any dividends
        or
        other distributions to which they are entitled pursuant to Section 2.1(a).
        Any
        portion of the Exchange Fund remaining unclaimed by holders of Cancelable
        Securities as of a date that is immediately prior to such time as such amounts
        would otherwise escheat to or become property of any government entity shall,
        to
        the extent permitted by applicable Law, become the property of Parent free
        and
        clear of any claims or interest of any Person previously entitled thereto.
        To
        the fullest extent permitted by Law, neither Parent nor the Surviving
        Corporation shall be liable to any holders of Cancelable Securities for any
        Merger Securities, cash or other property delivered from the Exchange Fund
        to a
        public official pursuant to any applicable abandoned property, escheat or
        similar Law.

       

    

    (g) If
      any
      certificate representing Cancelable Securities shall have been lost, stolen
      or
      destroyed, upon the making of an affidavit of that fact by the party claiming
      such certificate to be lost, stolen or destroyed and, if required by the
      Surviving Corporation or the Exchange Agent, the posting by such party of a
      bond, in such reasonable amount as the Surviving Corporation or the Exchange
      Agent may direct, as indemnity against any claim that may be made against it
      with respect to such certificate and the amount of any fee charged by the
      Exchange Agent for such service, the Exchange Agent shall issue in exchange
      for
      such lost, stolen or destroyed certificate the Merger Securities, together
      with
      any unpaid dividends and distributions deliverable in respect
      thereof.

     

    (h) Notwithstanding
      anything to the contrary contained herein, each Person entitled to receive
      shares of Parent Common Stock under this Section 2.2 shall receive them on
      the condition and subject to the requirements that:

    


    (1)
      irrespective of whether or not registered for resale or qualified under an
      applicable resale exemption, (i) sixty-five percent (65%) of such shares
      may not be sold (but may be transferred (A) by gift to an immediate family
      member, (B) by will or intestacy or distribution, or (C) to a trust
      for the benefit of the transferor or a family member) until the first
      (1st)
      anniversary of the Closing Date and the certificates evidencing such shares
      shall have a legend reflecting such restriction, and (ii) the remaining
      thirty-five percent (35%) of such sales may be freely sold or transferred at
      any
      time following the Closing Date, provided,
      however,
      that
      such shares of Parent Common Stock are duly registered for resale at the federal
      level through the SEC or duly qualified under an applicable resale exemption
      (as
      evidenced by an opinion of counsel), and that such shares are, as a class,
      duly
      authorized and qualified for trading at the time of any such sale on the NASDAQ
      Capital Market and/or the OTCBB; and

    


    (2)
      if
      sold pursuant to Rule 144, an opinion of counsel for Parent will first be
      obtained stating that, in addition to all other requirements associated with
      the
      availability of Rule 144, Parent has filed all periodic and other reports
      required by it to be filed under the Exchange Act for the preceding twelve
      (12)
      months as of the time of any such sale. 

    


    
      
        
        

      

      
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    2.3 Dissenters’
      Rights.

    


    (a) Notwithstanding
      anything in this Agreement to the contrary, any shares of Company Common Stock
      or other Cancelable Securities which, under the DGCL entitle the holder to
      appraisal rights (“Dissentable
      Shares”),
      and
      which are held by any holder (a “Dissenting
      Holder”)
      who
      shall have demanded and not lost or withdrawn, or who shall be eligible to
      demand, appraisal rights with respect to such Dissentable Shares in the manner
      provided in the DGCL (“Dissenting
      Shares”)
      shall
      not represent the right to receive any portion of the Merger Securities (or
      any
      dividends or distributions associated therewith). If any holder of Dissentable
      Shares shall fail to perfect or shall effectively withdraw or lose its right
      to
      appraisal and payment under the DGCL, as the case may be, all Dissentable Shares
      held by such holder shall thereupon, in accordance with and subject to the
      provisions set forth in this Article II, represent the right to receive
      those Merger Securities to which it would otherwise be entitled, together with
      any dividends or distributions due in connection therewith pursuant to Section
      2.2(d).

    


    (b) Both
      the
      Company and Parent, as the case may be, shall give one another prompt notice
      of
      any demands for appraisal received by the Company or Parent, withdrawals of
      such
      demands and any other communications received by the Company or Parent in
      connection with any demands for appraisal. The Company may voluntarily make
      any
      payment with respect to any such demands. The Company shall have the right
      to
      control all negotiations and Proceedings with respect to demands for appraisal,
      including the right to settle any such demands.

    


    2.4 Withholding.
      Each of
      the Surviving Corporation, Parent and the Exchange Agent shall be entitled
      to
      deduct and withhold from the consideration payable pursuant to this Agreement
      to
      any holder of Cancelable Securities or Dissenting Shares such amounts as it
      is
      required to deduct and withhold with respect to the making of such payment
      under
      the Code or any provision of applicable state, local or foreign Tax Law. To
      the
      extent that amounts are so withheld by the Surviving Corporation, Parent or
      the
      Exchange Agent, as the case may be, such withheld amounts shall be treated
      for
      all purposes of this Agreement as having been paid to the holder of Cancelable
      Securities or Dissenting Shares in respect of which such deduction and
      withholding was made by the Surviving Corporation, Parent or the Exchange Agent,
      as the case may be.

    


    2.5 Stock
      Transfer Books.
      At 5:00
      p.m. on the day immediately
      preceding the
      Effective Time, the stock transfer books of the Company shall be closed and
      there shall be no further registration of transfers of Cancelable Securities
      thereafter on the records of the Company. On or after the Effective Time, any
      certificates reflecting Cancelable Securities presented to the Exchange Agent
      or
      Parent for any reason shall carry only those rights as expressly stated in
      this
      Article II.

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY PRINCIPAL STOCKHOLDER

    


    The
      Company Principal Stockholder represents and warrants to Parent and Merger
      Sub
      that the statements contained in this Article III are true and
      correct.

    


    3.1 Authority
      Relative To The Operative Agreements.
      He has
      all legal right, power and capacity to execute and deliver and to perform his
      obligations under this Agreement and the Operative Agreements to which he is
      a
      party and to consummate the Transactions. 

    


    3.2 Execution;
      Enforceability.
      He has
      duly
      and
      validly executed and delivered this Agreement and the other Operative Agreements
      and, assuming the due authorization, execution and delivery of this Agreement
      and the other Operative Agreements by Parent, Merger Sub, and the Company,
      as
      required, constitutes his legal, valid and binding obligations, enforceable
      against him in accordance with their respective terms,
      except
      as the enforceability thereof may be limited by (i) applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar Laws affecting or
      relating to creditors’ rights generally, and (ii) the availability of
      injunctive relief and other equitable remedies.

     

    
      
        
        

      

      
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    3.3 Title
      to Securities of the Company.
      He is
      the record and Beneficial Owner of the securities of the Company as specifically
      reflected in the Company Voting & Lock-Up Agreement which he has executed
      and delivered in connection and contemporaneously herewith, and immediately
      prior to the Effective Time, he will own such securities free and clear of
      any
      Liens. 

    


    3.4 No
      Conflicts.
      To the
      best of his knowledge, the execution and delivery by him of this Agreement
      and
      each of the other Operative Agreements to which he is a party does not, and
      the
      performance by him of his obligations under this Agreement and such other
      Operative Agreements, and the consummation of the Transactions do not and will
      not:

     

    (a) subject
      to obtaining the consents, approvals and actions, making the filings and
      providing the notices referred to in Section 3.5 below, if any, conflict
      with or result in a violation or breach of any term or provision of any Law
      or
      Order applicable to him or any of his assets and properties; or

    


    (b)
       (i) conflict
      with or result in a violation or breach of, (ii) constitute (with or
      without notice or lapse of time or both) a default under, (iii) require him
      to obtain any consent, approval or action of, make any filing with or give
      any
      notice to any Person as a result or under the terms of, (iv) result in or
      give to any Person any right of termination, cancellation, acceleration or
      modification in or with respect to, (v) result in or give to any Person any
      additional rights or entitlement to increased, additional, accelerated or
      guaranteed payments under, or (vi) result in the creation or imposition of
      any Lien upon him or any of his assets and properties under, any Contract to
      which he is a party or by which any of his assets and properties is
      bound.

    


    3.5 Governmental
      Approvals and Filings.
      Except
      as may otherwise be set forth in this Agreement, to the best of his knowledge,
      no consent, approval or action of, filing with or notice to, any Governmental
      Authority on his part is required in connection with the execution, delivery
      and
      performance of this Agreement or any of the other Operative
      Agreements.

    


    3.6 Legal
      Proceedings.
      To the
      best of his knowledge, there are no Proceedings pending or threatened against,
      relating to or affecting either him or any of his assets and properties which
      could reasonably be expected to result in the issuance of an Order restraining,
      enjoining or otherwise prohibiting or making illegal any of the Transactions
      or
      otherwise result in a material diminution of the benefits contemplated by this
      Agreement or any of the other Operative Agreements to Parent, Merger Sub, the
      Company, or the Surviving Corporation.

    


    ARTICLE
      IV

    


    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    Except
      as
      set forth in the Disclosure Schedule delivered by the Company and signed by
      the
      Company and Parent for identification prior to the execution and delivery of
      this Agreement (the “Company
      Disclosure Schedule”),
      which
      shall identify exceptions by specific section references, the Company hereby
      represents and warrants to Parent and Merger Sub that the statements contained
      in this Article IV are correct and complete as of the date of this Agreement
      and
      will be correct and complete as of the Closing Date (as though made then and
      as
      though the Closing Date were substituted for the date of this Agreement
      throughout this Article IV).

    


    
      
        
        

      

      
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    4.1 Organization
      and Qualification; Subsidiaries.
      The
      Company is a corporation, and each Subsidiary of the Company is a corporation,
      in each case duly organized, validly existing and in good standing under the
      Laws of the jurisdiction of its incorporation and has the requisite corporate
      power and authority to own, lease and operate its properties and to carry on
      its
      business as it is now being conducted. The Company and each Subsidiary are
      duly
      qualified or licensed as a foreign corporation to do business, and are in good
      standing, in each jurisdiction where the character of the properties owned,
      leased or operated by them or the nature of their business makes such
      qualification or licensing necessary, except for such failures to be so
      qualified or licensed and in good standing that would not, individually or
      in
      the aggregate, have a Material Adverse Effect on the Company. As of the date
      hereof, a true and correct list of all Subsidiaries, together with the
      jurisdiction of organization of each Subsidiary and the percentage of the
      outstanding capital stock or other equity interests of each Subsidiary owned
      by
      the Company and each other Subsidiary, is set forth in Section 4.1 of the
      Company Disclosure Schedule. Except as disclosed in Section 4.1 of the Company
      Disclosure Schedule, the Company does not directly or indirectly own any equity
      or similar interest in, or any interest convertible into or exchangeable or
      exercisable for any equity or similar interest in, any corporation, partnership,
      joint venture or other business association or entity.

    


    4.2 Certificate
      of Incorporation and Bylaws.
      The
      Company has previously furnished or made available to Parent a complete and
      correct copy of the certificate of incorporation and bylaws or equivalent
      organizational documents, each as amended to date, of the Company and each
      of
      its Subsidiaries. Neither the Company nor any such Subsidiary is in violation
      of
      any provision of its certificate of incorporation or bylaws.

    


    4.3 Books
      and Records.

    


    (a) The
      books
      of account, minute books, stock record books, and other records of the Company
      and its Subsidiaries are complete and correct and have been maintained in
      accordance with sound business practices, including the maintenance of an
      adequate system of internal controls. The minute books of the Company and its
      Subsidiaries contain accurate and complete records of all meetings held of,
      consents of, and corporate action taken by, the stockholders, the boards of
      directors, and any committees of the boards of directors of each of Company
      and
      such Subsidiaries, and no meeting of such stockholders, boards of directors
      or
      committees has been held for which minutes have not been prepared and are not
      contained in such minute books.

    


    (b) None
      of
      the records, systems, data or information of either the Company or any of its
      Subsidiaries is recorded, stored, maintained, operated or otherwise wholly
      or
      partly dependent on or held or accessible by any means (including, but not
      limited to, an electronic, mechanical or photographic process computerized
      or
      not) which are not under the exclusive ownership and direct control of either
      the Company or its Subsidiaries, as the case may be.

    


    
      
        
        

      

      
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    4.4 Capitalization.
      

    


    (a) The
      authorized capital stock of the Company consists of twenty million (20,000,000)
      shares of Company Common Stock. As of the date of this Agreement, six million
      nine hundred and twenty five thousand nine hundred forty-five (6,925,945) shares
      of Company Common Stock were issued and outstanding, all of which are validly
      issued, fully paid and nonassessable and not subject to preemptive rights,
      and
      there were no other shares of capital stock issued and outstanding. Except
      as
      set forth in this Section 4.4(a) or as may be specified in Section 4.4(a) of
      the
      Company Disclosure Schedule, as of the date of this Agreement, (i) there are
      no
      options, warrants or other rights, agreements, arrangements or commitments
      of
      any character relating to the issued or unissued capital stock of, or other
      equity interests in, the Company or any Subsidiary obligating the Company or
      any
      Subsidiary to issue or sell any shares of capital stock of, or other equity
      interests in, the Company or any Subsidiary, (ii) there are no outstanding
      contractual obligations of the Company or any Subsidiary to repurchase, redeem
      or otherwise acquire any shares of Company Common Stock or any other capital
      stock of the Company, nor any capital stock of, or any equity interest in,
      any
      of its Subsidiaries, (iii) there are no declared or accrued unpaid dividends
      with respect to any of the Company’s outstanding securities, and (iv) the
      Company does not have outstanding or authorized any stock appreciation, phantom
      stock, profit participation, or similar rights. Each outstanding share of
      capital stock of, or other equity interest in, each Subsidiary is duly
      authorized, validly issued, fully paid and nonassessable.

    


    (b) Except
      as
      may be specified in Section 4.4(b) of the Company Disclosure Schedule, as of
      the
      date of this Agreement, none of the Company’s outstanding equity, convertible
      and/or equity-linked securities provide the holders thereof with any voting
      rights of any kind.

    


    (c) Except
      as
      may be specified in Section 4.4(c) of the Company Disclosure Schedule, as of
      the
      date of this Agreement, neither the Company nor any of its Subsidiaries have
      outstanding any bonds, debentures, notes or other obligations or debt
      securities, and also except as set forth in Section 4.4(c) of the Company
      Disclosure Schedule, no outstanding bonds, debentures, notes or other
      obligations or debt securities carry with them any voting rights of any
      kind.

    


    (d) The
      holders of all Cancelable Securities qualify as “accredited investors” within
      the meaning of such term under Rule 501(a) of Regulation D promulgated under
      the
      Securities Act. 

    


    4.5 Authority
      Relative To This Agreement.
      

    


    (a) The
      Company has all necessary corporate power and authority to execute and deliver
      this Agreement and the other Operative Agreements and, with respect to the
      Merger, upon the approval of this Agreement and the Merger by the Company’s
      shareholders in accordance with this Agreement and applicable Law, to perform
      its obligations hereunder and to consummate the Transactions. The execution
      and
      delivery of this Agreement and the other Operative Agreements by the Company
      and
      the consummation by the Company of the Transactions have been duly and validly
      authorized by all necessary corporate action and no other corporate proceedings
      on the part of the Company are necessary to authorize this Agreement or to
      consummate the Transactions, other than, with respect to the Merger, the
      approval of this Agreement and the Merger by the Company’s shareholders in
      accordance with applicable Law and the filing and recordation of the Certificate
      of Merger with the Delaware Secretary of State in accordance with this Agreement
      and applicable Law. This Agreement has been duly and validly executed and
      delivered by the Company, and, assuming the due authorization, execution and
      delivery of this Agreement by Parent and Merger Sub, and the Company Principal
      Stockholder, constitutes a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms,
      except
      as the enforceability thereof may be limited by (i) applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar Laws affecting or
      relating to creditors’ rights generally, and (ii) the availability of
      injunctive relief and other equitable remedies.

    


    (b) At
      a
      meeting duly called and held in compliance with the DGCL and the bylaws of
      the
      Company, or otherwise through unanimous written consent if permitted pursuant
      thereto, the board of directors of the Company has duly taken action (i)
      approving the Merger, based on a determination that the Merger is fair to the
      holders of Company Common Stock and in the best interests of such Company
      Stockholders, and (ii) approving this Agreement and the Transactions and
      recommending approval of this Agreement and the Transactions by the shareholders
      of the Company. As of the date hereof, such action has not been rescinded and
      is
      in full force and effect.

    


    
      
        
        

      

      
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    (c) In
      accordance with the Company’s certificate of incorporation, bylaws, and the
      DGCL, the affirmative vote of the combined holders of at least a majority of
      the
      then-outstanding shares of Company Common Stock is the only vote of the holders
      of any class or series of capital stock of the Company necessary to approve
      the
      Merger, and such vote, in accordance with the Company’s certificate of
      incorporation, bylaws, and the DGCL, may be duly obtained by written consent
      in
      lieu of a meeting. 

    


    4.6 No
      Conflict; Required Filings and Consents.
      

    


    (a)
      The
      execution and delivery of this Agreement and the other Operative Agreements
      by
      the Company do not, and the performance of this Agreement and the other
      Operative Agreements by the Company will not (in each case, with or without
      the
      giving of notice or lapse of time, or both), subject to (x)
      with
      respect to the Merger, obtaining the requisite approval of this Agreement and
      the Merger by the Company’s shareholders in accordance with this Agreement and
      applicable Law, and (y)
      obtaining the consents (the “Required
      Company Consents”),
      approvals, Authorizations and permits and making the filings described in
      Section 4.6(b) and Section 4.6(b) of the Company Disclosure Schedule, (i)
      conflict with or violate the certificate of incorporation, bylaws or equivalent
      organizational documents of the Company or any of its Subsidiaries, (ii)
      conflict with or violate any Law applicable to the Company or any of its
      Subsidiaries or by which any property or asset of the Company or any of its
      Subsidiaries is bound or affected, or (iii) except as may be specified in
      Section 4.6(a)(iii) of the Company Disclosure Schedule, result in any breach
      of
      or constitute a default (or an event which with notice or lapse of time or
      both
      would become a default) under, or give to others any right of termination,
      unilateral amendment, acceleration or cancellation of, or result in the creation
      of a Lien or other encumbrance on any property or asset of the Company or any
      of
      its Subsidiaries, or require the consent of any third party pursuant to, any
      note, bond, mortgage, indenture, Contract, agreement, lease, license, permit,
      franchise or other instrument or obligation to which the Company or any of
      its
      Subsidiaries is a party or by which the Company or any of its Subsidiaries
      or
      any property or asset of the Company or any of its Subsidiaries is bound or
      affected, except for such conflicts, violations, breaches, defaults or other
      occurrences, which individually or in the aggregate would not reasonably be
      expected to have a Material Adverse Effect on the Company or any of its
      Subsidiaries.

    


    (b) The
      execution and delivery of this Agreement and the other Operative Agreements
      by
      the Company do not, and the performance of this Agreement and the other
      Operative Agreements by the Company will not, require any consent, approval,
      Authorization or permit of, or filing with or notification to, any governmental
      or regulatory authority, domestic or foreign, except (i) the filing and
      recordation of the Certificate of Merger with the Delaware Secretary of State
      as
      required by the DGCL, (ii) as may be specified in Section 4.6(b) of the Company
      Disclosure Schedule, and (iii) where failure to obtain any such consents,
      approvals, Authorizations or permits, or to make such filings or notifications,
      would not prevent or delay consummation of the Merger, or otherwise prevent
      the
      Company from performing its obligations under this Agreement or the other
      Operative Agreements.

    


    
      
        
        

      

      
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    4.7 Permits;
      Compliance.
      Except
      as may be specified in Section 4.7 of the Company Disclosure Schedule, each
      of
      the Company and its Subsidiaries is in possession of all franchises, grants,
      Authorizations, licenses, permits, easements, variances, exceptions, consents,
      certificates, approvals and orders of any Governmental Authority necessary
      for
      the Company or any such Subsidiaries to own, lease and operate its properties
      or
      to carry on its business as it is now being conducted, except for those which
      the failure to possess would not individually or in the aggregate reasonably
      be
      expected to have a Material Adverse Effect on the Company (the “Company
      Permits”)
      and,
      as of the date hereof, no suspension or cancellation of any of the Company
      Permits is pending or, to the Knowledge of the Company, threatened, except
      such
      suspension or termination as would not reasonably be expected to have a Material
      Adverse Effect on the Company. Except as disclosed in Section 4.7 of the Company
      Disclosure Schedule or as would not reasonably be expected to have a Material
      Adverse Effect on the Company, neither the Company nor any of its Subsidiaries
      is in conflict with, or in default or violation of, or, with the giving of
      notice or the passage of time, would be in conflict with, or in default or
      violation of, (a) any Law applicable to the Company or any of its Subsidiaries
      or by which any property or asset of the Company or any of its Subsidiaries
      is
      bound or affected, or (b) any of the Company Permits.

     

    4.8 Financial
      Statements.
      

     

    (a) Section
      4.8(a) of the Company Disclosure Schedule contains true and complete copies
      of
      the following consolidated financial statements: (i) unaudited consolidated
      income statement for the fiscal year ended December 31, 2007 (the “Most
      Recent Company Income Statement”),
      (ii)
      unaudited consolidated balance sheet at December 31, 2007 (the “Most
      Recent Company Balance Sheet”),
      (ii)
      unaudited consolidated statement of stockholders’ equity for the fiscal year
      ended December 31, 2007 (the “Most
      Recent Company Statement of Stockholders’ Equity”),
      and
      (iv) unaudited consolidated cash flow statement for the fiscal year ended
      December 31, 2007 (the “Most
      Recent Company Cash Flow Statement”),
      in
      each case internally prepared by the Company (the Most Recent Company Income
      Statement, the Most Recent Company Balance Sheet, the Most Recent Company
      Statement of Stockholders’ Equity, and the Most Recent Company Cash Flow
      Statement shall be referred to collectively as the “Most
      Recent Company Financial Statements”).
      Each
      of the Most Recent Company Financial Statements (including, in each case, any
      notes thereto) are true, complete and correct, and fairly presented in all
      material respects the financial position, results of operations and changes
      in
      shareholders’ equity and cash flows of the Company and its Subsidiaries as at
      the respective dates thereof and for the respective periods indicated therein
      (subject to normal and recurring year-end adjustments which were not and are
      not
      expected, individually or in the aggregate, to have a Material Adverse Effect
      on
      the Company or any of its Subsidiaries).

    


    (b) Except
      (i) to the extent set forth on the Most Recent Company Balance Sheet, including
      the notes thereto, or (ii) as may be specified in Section 4.8(b) of the Company
      Disclosure Schedule, neither the Company nor any Subsidiary has any Liability
      which would be required to be reflected on a balance sheet, or in the notes
      thereto, prepared in accordance with GAAP, applied on a consistent basis, which
      would not, individually or in the aggregate, be reasonably expected to have
      a
      Material Adverse Effect on the Company.

    


    4.9 Notes
      and Accounts Receivable.
      All
      notes
      and accounts receivables of the Company and its Subsidiaries appearing on the
      Most Recent Company Balance Sheet and all of the receivables which have arisen
      or been acquired by the Company or its Subsidiaries since the date thereof
      (collectively, the “Company Receivables”),
      are
      bona fide trade receivable and have arisen or were acquired in the Ordinary
      Course of Business of the Company or its Subsidiaries and in a manner consistent
      with their normal past credit practices. Since the date of the Most Recent
      Company Balance Sheet, neither the Company nor any of its Subsidiaries has
      cancelled or agreed to cancel, in whole or in part, any Company Receivables
      except in the Ordinary Course of Business consistent with demonstrated past
      practices. All of the Company Receivables are reflected properly on the books
      and records of the Company or its Subsidiaries, are current and collectible
      and
      not subject to set-off or counterclaim, and will be collected in accordance
      with
      their terms at their recorded amounts, subject only to reserve for bad debts
      or
      doubtful accounts set forth on the Most Recent Company Balance Sheet (as opposed
      to the notes thereto) as adjusted for the passage of time through the Closing
      Date in accordance with the past custom and practice of the Company and its
      Subsidiaries. For purposes of the foregoing, Company Receivables shall be deemed
      to be “collected in accordance with their terms at their recorded amounts” if
      they are collected in full within one hundred and twenty (120) days of the
      date
      such receivables are billed. 

    


    
      
        
        

      

      
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    4.10 Undisclosed
      Liabilities.
      None of
      the Company and its Subsidiaries has any material Liability, except for (i)
      Liabilities set forth on the face of the Most Recent Company Balance Sheet
      (rather than in any notes thereto), and (ii) Liabilities which have arisen
      since
      the date of the Most Recent Company Balance Sheet in the Ordinary Course of
      Business.

    


    4.11 Taxes.
      

    


    (a) Except
      as
      may be specified in Section 4.11(a) of the Company Disclosure Schedule, (i)
      each
      of the Company and its Subsidiaries has duly and timely filed all Tax Returns
      required to have been filed by or with respect to the Company or such
      Subsidiary, (ii) each such Tax Return correctly and completely reflects all
      liability for Taxes and all other information required to be reported thereon,
      (iii) all Taxes owed by the Company and each Subsidiary of the Company (whether
      or not shown on any Tax Return) have been timely paid, and (iv) each of the
      Company and its Subsidiaries has adequately provided for, in its books of
      account and related records, all Liability for unpaid Taxes, being current
      Taxes
      not yet due and payable.

    


    (b) Except
      as
      may be specified in Section 4.11(b) of the Company Disclosure Schedule, each
      of
      the Company and its Subsidiaries has withheld and timely paid all Taxes required
      to have been withheld and paid by it and has complied with all information
      reporting and backup withholding requirements, including maintenance of required
      records with respect thereto.

    


    (c) Except
      as
      may be specified in Section 4.11(c) of the Company Disclosure Schedule, neither
      Company nor any of its Subsidiaries (i) is the beneficiary of any extension
      of
      time within which to file any Tax Return, nor has Company or any of its
      Subsidiaries made (or had made on its behalf) any requests for such extensions,
      or (ii) has waived (or is subject to a waiver of) any statute of limitations
      in
      respect of Taxes or has agreed to (or is subject to) any extension of time
      with
      respect to a Tax assessment or deficiency.

    


    (d) Section
      4.11(d) of the Company Disclosure Schedule indicates those Tax Returns that
      have
      been audited and those Tax Returns that currently are the subject of audit.
      Except as set forth in Section 4.11(d) of the Company Disclosure Schedule (i)
      there is no Action now pending or threatened against or with respect to the
      Company or any of its Subsidiaries in respect of any Tax or any assessment
      or
      deficiency, and (ii) there are no liens for Taxes (other than current Taxes
      not
      yet due and payable) upon the assets of the Company. 

    


    (e) Section
      4.11(e) of the Company Disclosure Schedule lists, as of the date of this
      Agreement, all jurisdictions in which the Company or any of its Subsidiaries
      currently files Tax Returns. No claim has been made by any Taxing Authority
      in a
      jurisdiction where the Company or any of its Subsidiaries does not file Tax
      Returns that any of them is or may be subject to taxation by that jurisdiction
      or that any of them must file Tax Returns.

    


    
      
        
        

      

      
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    (f) None
      of
      the assets or properties of the Company or any of its Subsidiaries constitutes
      tax-exempt bond financed property or tax-exempt use property within the meaning
      of Section 168 of the Code. Neither the Company nor any of its Subsidiaries
      is a party to any “safe harbor lease” within the meaning of
      Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax
      Equity and Fiscal Responsibility Act of 1982, or to any “long-term contract”
within the meaning of Section 460 of the Code. Neither the Company nor any
      of its Subsidiaries has ever been a United States real property holding
      corporation within the meaning of Section 897(c)(2) of the Code. Company is
      not a “foreign person” within the meaning of Section 1445 of the
      Code.

    


    (g) Neither
      the Company nor any of its Subsidiaries has agreed to or is required to make
      by
      reason of a change in accounting method or otherwise, or could be required
      to
      make by reason of a proposed or threatened change in accounting method or
      otherwise, any adjustment under Section 481(a) of the Code. Neither the Company
      nor any of its Subsidiaries has been the “distributing corporation” (within the
      meaning of Section 355(c)(2) of the Code) with respect to a transaction
      described in Section 355 of the Code within the 5-year period ending as of
      the
      date of this Agreement.

    


    (h) No
      Subsidiary of the Company that is incorporated in a non-U.S. jurisdiction has,
      or at any time has had, an investment in “United States property” within the
      meaning of Section 956(c) of the Code. No Subsidiary of the Company is, or
      at
      any time has been, a passive foreign investment company within the meaning
      of
      Section 1297 of the Code and neither Company nor any of its Subsidiaries is
      a shareholder, directly or indirectly, in a passive foreign investment company.
      No Subsidiary of the Company that is incorporated in a non-U.S. jurisdiction
      is,
      or at any time has been, engaged in the conduct of a trade or business within
      the United States, or treated as or considered to be so engaged.

    


    (i) Neither
      the Company nor any of its Subsidiaries (i) has ever been a party to any
      Tax allocation or sharing agreement or Tax indemnification agreement,
      (ii) has ever been a member of an affiliated, consolidated, condensed or
      unitary group, or (iii) has any Liability for or obligation to pay Taxes of
      any other Person under Treas. Reg. 1.1502-6 (or any similar provision of Tax
      Law), or as transferee or successor, by Contract or otherwise. Neither the
      Company nor any of its Subsidiaries is a party to any joint venture,
      partnership, or other arrangement that is treated as a partnership for federal
      income tax purposes.

    


    (j) Neither
      the Company nor any of its Subsidiaries will be required to include any item
      of
      income in, or exclude any item of deduction from, taxable income for any taxable
      period (or portion thereof) ending after the Effective Time as a result of
      any:
      (i) intercompany transactions or excess loss accounts described in Treasury
      regulations under Section 1502 of the Code (or any similar provision of
      state, local, or foreign Tax Law), (ii) installment sale or open
      transaction disposition made on or prior to the Effective Time, or
      (iii) prepaid amount received on or prior to the Effective
      Time.

    


    (k) The
      Company has not entered into any transaction that constitutes a “reportable
      transaction” within the meaning of Treasury
      Regulation Section 1.6011-4(b).

    


    (l) Section
      4.11(l) of the Company Disclosure Schedule lists each person who the Company
      reasonably believes is, with respect to the Company or any Affiliate of the
      Company, a “disqualified individual” within the meaning of Section 280G of
      the Code and the Regulations thereunder.

    


    
      
        
        

      

      
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    (m) Neither
      the Company nor, to the Knowledge of Company, any of its Affiliates has taken
      or
      agreed to take any action (other than actions contemplated by this Agreement)
      that would reasonably be expected to prevent the Merger from constituting a
      “reorganization” under Section 368 of the Code. The Company is not aware of
      any agreement or plan to which the Company or any of its Affiliates is a party
      or other circumstances relating to the Company or any of its Affiliates that
      could reasonably be expected to prevent the Merger from so qualifying as a
      “reorganization” under Section 368 of the Code.

    


    (n) Except
      as
      may be specified in Section 4.11(l) of the Company Disclosure Schedule, the
      unpaid Taxes of the Company (i) did not, as of the date of the Most Recent
      Company Balance Sheet, exceed the reserve for Tax liability (rather than any
      reserve for deferred Taxes established to reflect timing differences between
      book and Tax income) set forth on the face of the Most Recent Company Balance
      Sheet (rather than in any notes thereto), and (ii) will not exceed that
      reserve as adjusted for the passage of time through the Closing Date in
      accordance with the past custom and practice of the Company in filing its Tax
      Returns. Since the date of the Most Recent Company Balance Sheet, the Company
      has not incurred any liability for Taxes arising from extraordinary gains or
      losses, as that term is used in GAAP, outside the Ordinary Course of Business
      consistent with past custom and practice.

    


    4.12 Title
      to Personal Property.

    


    (a) With
      respect to personal properties and assets that are purported to be owned by
      the
      Company and its Subsidiaries, including all properties and assets reflected
      as
      owned on the Most Recent Company Balance Sheet (other than inventory sold and
      items of obsolete equipment disposed of in the Ordinary Course of Business
      since
      the date thereof), the Company or one of its Subsidiaries has good and valid
      title to all of such properties and assets, free and clear of all Liens other
      than Permitted Liens. 

    


    (b) With
      respect to personal properties and assets that are leased, the Company or one
      of
      its Subsidiaries has a valid leasehold interest in such properties and assets
      and all such leases are in full force and effect and constitute valid and
      binding obligations of the other party(ies) thereto. Neither the Company nor
      any
      of its Subsidiaries nor any other party thereto is in violation of any of the
      terms of any such lease.

    


    4.13 Condition
      of Tangible Fixed Assets.
      All
      buildings, plants, leasehold improvements, structures, facilities, equipment
      and
      other items of tangible property and assets which are owned, leased or used
      by
      the Company or any of its Subsidiaries are structurally sound, free from
      material defects (patent and latent), have been maintained in accordance with
      normal industry practice, are in good operating condition and repair (subject
      to
      normal wear and tear given the use and age of such assets), are usable in the
      regular and Ordinary Course of Business and conform in all material respects
      to
      all Laws and Authorizations relating to their construction, use and
      operation.

    


    4.14 Inventory.
      Except
      as may be specified in Section 4.14 of the Company Disclosure Schedule, the
      inventory of the Company and its Subsidiaries consists of raw materials and
      supplies, manufactured and processed parts, work-in-process, and finished goods,
      all of which is merchantable and fit for the purpose for which it was procured
      or manufactured, and none of which is slow-moving, obsolete, damaged, or
      defective, subject only to the reserve for inventory writedown set forth on
      the
      face of the Most Recent Company Balance Sheet (rather than in any notes thereto)
      as adjusted for operations and transactions through the Closing Date in
      accordance with the past custom and practice of the Company and its
      Subsidiaries.

    


    
      
        
        

      

      
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    4.15 Product
      Warranty.
      Substantially all of the products manufactured, sold, leased, and delivered
      by
      the Company and its Subsidiaries have conformed in all material respects with
      all applicable contractual commitments and all express and implied warranties,
      and none of the Company and its Subsidiaries has any material liability (whether
      known or unknown, whether asserted or unasserted, whether absolute or
      contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
      and whether due or to become due) for replacement or repair thereof or other
      damages in connection therewith, subject only to the reserve for product
      warranty claims set forth on the face of the Most Recent Company Balance Sheet
      (rather than in any notes thereto) as adjusted for operations and transactions
      through the Closing Date in accordance with the past custom and practice of
      the
      Company and its Subsidiaries. Substantially all of the products manufactured,
      sold, leased, and delivered by the Company and its Subsidiaries are subject
      to
      standard terms and conditions of sale or lease. 

    


    4.16 Product
      Liability.
      None of
      the Company and its Subsidiaries has any material liability (whether known
      or
      unknown, whether asserted or unasserted, whether absolute or contingent, whether
      accrued or unaccrued, whether liquidated or unliquidated, and whether due or
      to
      become due) arising out of any injury to individuals or property as a result
      of
      the ownership, possession, or use of any product manufactured, sold, leased,
      or
      delivered by any of the Company and its Subsidiaries.

    


    4.17 Real
      Property.

    


    (a) Section
      4.17(a) of the Company Disclosure Schedule contains (i) a list of all real
      property and interests in real property owned in fee by the Company or any
      of
      its Subsidiaries (the “Company-Owned
      Real Property”),
      and
      (ii) a list of all real property and interests in real property leased by
      Company or any of its Subsidiaries with respect to each of which the annual
      rental payments exceed $50,000 (the “Company-Leased
      Real Property”).

    


    (b) With
      respect to each parcel of Company-Owned Real Property, the Company or one of
      its
      Subsidiaries has good and marketable title to each such parcel of Company-Owned
      Real Property free and clear of all Liens, except (A) Permitted Liens and
      (B) zoning and building restrictions, easements, covenants, rights-of-way
      and other similar restrictions of record, none of which materially impairs
      the
      current or proposed use of such Company-Owned Real Property. There are no
      outstanding options or rights of first refusal to purchase such parcel of
      Company-Owned Real Property, or any portion thereof or interest
      therein.

    


    (c) Each
      lease with respect to Company-Leased Real Property (each, a “Company
      Lease”)
      is in
      full force and effect. Neither the Company nor any of its Subsidiaries is in
      default under any such Company Lease and, to the Company’s Knowledge, no other
      party thereto is in default under any such Company Lease.

    


    4.18 Intellectual
      Property
      . Except
      to the extent as would not have a Material Adverse Effect, individually or
      in
      the aggregate, on the Company:

    


    (a) Section
      4.18(a) of the Company Disclosure Schedule lists (by name, owner and, where
      applicable, registration number and jurisdiction of registration, application,
      certification or filing) all Intellectual Property that is owned by Company
      and/or one or more of its Subsidiaries (whether exclusively, jointly with
      another Person or otherwise) (“Company-Owned
      Intellectual Property”);
      provided,
      however, that
      Company Disclosure Schedule does not include items of Company-Owned Intellectual
      Property which are both (i) immaterial to Company and its Subsidiaries and
      (ii) not registered or the subject of an application for registration.
      Except as described in Company Disclosure Schedule, Company or one of its
      Subsidiaries owns the entire right, title and interest to all Company-Owned
      Intellectual Property free and clear of all Liens.

    


    
      
        
        

      

      
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    (b) Section
      4.18(b) of the Company Disclosure Schedule lists all licenses, sublicenses
      and
      other Contracts (“Company
      In-Bound Licenses”)
      pursuant to which a third party authorizes the Company or any of its
      Subsidiaries to use, practice any rights under, or grant sublicenses with
      respect to, any Intellectual Property owned by such third party, including
      the
      incorporation of any such Intellectual Property into the Company’s or any of its
      Subsidiaries’ products and, with respect to each Company In-Bound License,
      whether Company In-Bound License is exclusive or non-exclusive; provided,
      however,
      that
      Company Disclosure Schedule is not required to list Company In-Bound Licenses
      that consist solely of “shrink-wrap” and similar commercially available end-user
      licenses.

    


    (c) Section
      4.18(c) of the Company Disclosure Schedule lists all licenses, sublicenses
      and
      other Contracts (“Company
      Out-Bound Licenses”)
      pursuant to which the Company or any of its Subsidiaries authorizes a third
      party to use, practice any rights under, or grant sublicenses with respect
      to,
      any Company Owned Intellectual Property or pursuant to which Company or any
      of
      its Subsidiaries grants rights to use or practice any rights under any
      Intellectual Property owned by a third party and, with respect to each Company
      Out-Bound License, whether Company Out-Bound License is exclusive or
      non-exclusive.

    


    (d) Except
      as
      may be specified in Section 4.18(d) of the Company Disclosure Schedule, each
      Company In-Bound License and each Company Out-Bound License is in full force
      and
      effect and valid and enforceable in accordance with its terms, and neither
      the
      Company nor any of its Subsidiaries has violated any provision of, or committed
      or failed to perform any act which, with or without the giving of notice or
      lapse of time, or both, would constitute a default in the performance,
      observance or fulfillment of any obligation, covenant, condition or other term
      contained in any Company In-Bound License or Company Out-Bound License, and
      neither the Company nor any of its Subsidiaries has given or received notice
      to
      or from any Person relating to any such alleged or potential default that has
      not been cured.

    


    (e) The
      Company and/or one or more of its Subsidiaries (i) exclusively own the
      entire right, interest and title to all Intellectual Property that is used
      in or
      necessary for the businesses of Company and its Subsidiaries as they are
      currently conducted free and clear of Liens (including the design, manufacture,
      license and sale of all products currently under development or in production),
      or (ii) otherwise rightfully use or otherwise enjoy such Intellectual
      Property pursuant to the terms of a valid and enforceable Company In-Bound
      License that is listed in Company Disclosure Schedule or that is a “shrink-wrap”
or similar commercially available end-user license. Company-Owned Intellectual
      Property, together with Company’s and its Subsidiaries’ rights under Company
      In-Bound Licenses listed in Section 4.18(b) of the Company Disclosure Schedule
      or that are “shrink-wrap” and similar commercially available end-user licenses
      (collectively, the “Company
      Intellectual Property”),
      constitutes all the Intellectual Property used in or necessary for the operation
      of Company’s and its Subsidiaries’ businesses as they are currently
      conducted.

    


    (f) Except
      as
      may be specified in Section 4.18(f) of the Company Disclosure Schedule, (i)
      all
      registration, maintenance and renewal fees related to Patents, Marks, Copyrights
      and any other certifications, filings or registrations that are owned by Company
      or any of its Subsidiaries (collectively, “Company
      Registered Intellectual Property”)
      that
      are currently due have been paid and all documents and certificates related
      to
      such Company Registered Intellectual Property have been filed with the relevant
      Governmental Authority or other authorities in the United States or foreign
      jurisdictions, as the case may be, for the purposes of maintaining such Company
      Registered Intellectual Property, (ii) all Company Registered Intellectual
      Property is in good standing, held in compliance with all applicable legal
      requirements and enforceable by Company and/or one or more of its Subsidiaries,
      and (iii) all Patents that have been issued to the Company or any of its
      Subsidiaries are valid.

    


    
      
        
        

      

      
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    (g) The
      Company is not aware of any challenges (or any basis therefor) with respect
      to
      the validity or enforceability of any Company Intellectual Property. Neither
      Company nor any of its Subsidiaries has taken any action or failed to take
      any
      action that would reasonably be expected to result in the abandonment,
      cancellation, forfeiture, relinquishment, invalidation, waiver or
      unenforceability of any Company Intellectual Property. 

    


    (h) Except
      as
      may be specified in Section 4.18(h) of the Company Disclosure Schedule, (i)
      none
      of the products or services currently or formerly developed manufactured, sold,
      distributed, provided, shipped or licensed, by the Company or any of its
      Subsidiaries, or which are currently under development, has infringed or
      infringes upon, or otherwise unlawfully used or uses, the Intellectual Property
      Rights of any third party, (ii) neither the Company nor any of its Subsidiaries,
      by conducting its business as currently conducted, has infringed or infringes
      upon, or otherwise unlawfully used or uses, any Intellectual Property Rights
      of
      a third party, (iii) neither the Company nor any of its Subsidiaries has
      received any communication alleging that Company or any of its Subsidiaries
      or
      any of their respective products, services, activities or operations infringe
      upon or otherwise unlawfully use any Intellectual Property Rights of a third
      party nor, to the Company’s Knowledge, is there any basis therefor, (iv) no
      Action has been instituted, or, to Company’s Knowledge, threatened, relating to
      any Intellectual Property formerly or currently used by the Company or any
      of
      its Subsidiaries and none of Company Intellectual Property is subject to any
      outstanding Order, and (v) to the Company’s Knowledge, no Person has infringed
      or is infringing any Intellectual Property Rights of the Company or any of
      its
      Subsidiaries or has otherwise misappropriated or is otherwise misappropriating
      any Company Intellectual Property.

    


    (i) With
      respect to the Company’s or any of its Subsidiaries’ Proprietary Information,
      the documentation relating thereto is current, accurate and sufficient in detail
      and content to identify and explain it and to allow its full and proper use
      without reliance on the special knowledge or memory of others. The Company
      and
      its Subsidiaries have taken commercially reasonable steps to protect and
      preserve the confidentiality of all Proprietary Information owned by the Company
      and its Subsidiaries that is not covered by an issued Patent. Without limiting
      the generality of the foregoing, the Proprietary Information of the Company
      and
      its Subsidiaries (other than Proprietary Information that is covered by an
      issued Patent) is not part of the public knowledge and has not been used or
      divulged for the benefit of any Person other than the Company and its
      Subsidiaries.

    


    (j) Except
      as
      specified in Section 4.18(j) of the Company Disclosure Schedule, (i) all current
      and former employees, consultants and contractors of the Company and its
      Subsidiaries have executed and delivered, and are in compliance with,
      enforceable agreements regarding the protection of Proprietary Information
      and
      providing valid written assignments of all Intellectual Property conceived
      or
      developed by such employees, consultants or contractors in connection with
      their
      services for the Company and its Subsidiaries, and (ii) no current or former
      employee, consultant or contractor or any other Person has any right, claim
      or
      interest to any of Company Intellectual Property.

    


    (k) No
      employee, consultant or contractor of the Company or any of its Subsidiaries
      has
      been, is or will be, by performing services for the Company or such Subsidiary,
      in violation of any term of any employment, invention disclosure or assignment,
      confidentiality, noncompetition agreement or other restrictive covenant or
      any
      Order as a result of such employee’s, consultant’s or independent contractor’s
      employment by the Company or any of its Subsidiaries or any services rendered
      by
      such employee, consultant or independent contractor.

    


    
      
        
        

      

      
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    (l) The
      execution and delivery of this Agreement and the other Operative Agreements
      by
      the Company does not, and the consummation of the Merger (in each case, with
      or
      without the giving of notice or lapse of time, or both) will not, directly
      or
      indirectly, result in the loss or impairment of, or give rise to any right
      of
      any third party to terminate or reprice or otherwise renegotiate any of the
      Company’s or any of its Subsidiaries’ rights to own any of its Intellectual
      Property or their respective rights under any Company Out-Bound License or
      Company In-Bound License, nor require the consent of any Governmental Authority
      or other third party in respect of any such Intellectual Property.

    


    (m) Software.

    


    (i) The
      Software owned, or purported to be owned by the Company or any of its
      Subsidiaries (collectively, the “Company-Owned
      Software”
),
      has
      been either (A) developed by employees of the Company or one or more of its
      Subsidiaries within the scope of their employment by the Company or such
      Subsidiary, (B) developed by independent contractors who have assigned all
      of their right, title and interest therein to the Company or one of its
      Subsidiaries pursuant to written Contracts, or (C) otherwise acquired by
      the Company or one of its Subsidiaries from a third party pursuant to a written
      Contract in which such third party assigns all of its right, title and interest
      therein. No Company-Owned Software contains any programming code, documentation
      or other materials or development environments that embody Intellectual Property
      Rights of any Person other than the Company and its Subsidiaries, other than
      such materials obtained by the Company and its Subsidiaries from other Persons
      who make such materials generally available to all interested Persons or
      end-users on standard commercial terms.

    


    (ii) Each
      of
      the Company’s and its Subsidiaries’ existing and currently supported and
      marketed Software (including Software-embedded) products performs, in all
      material respects, the functions described in any agreed specifications or
      end-user documentation or other information provided to customers of the Company
      or such Subsidiary on which such customers relied when licensing or otherwise
      acquiring such products, subject only to routine bugs and errors that can be
      corrected promptly by the Company or such Subsidiary in the course of providing
      customer support without further liability to the Company or such Subsidiary,
      and all of the code of such products has been developed in a manner that meets
      common industry practice, including the use of regression test and release
      procedures. To the Company’s Knowledge, each of the Company’s and its
      Subsidiaries’ existing and currently supported and marketed Software (including
      Software-embedded) products is free of all viruses, worms, trojan horses and
      material known Contaminants and does not contain any bugs, errors, or problems
      in each case that would substantially disrupt its operation or have a
      substantial adverse impact on the operation of the Software.

    


    (iii) The
      Company and its Subsidiaries have taken all actions customary in the Software
      industry to document the Company-Owned Software and its operation, such that
      the
      materials comprising the Company-Owned Software, including the source code
      and
      documentation, have been written in a clear and professional manner so that
      they
      may be understood, modified and maintained in an efficient manner by reasonably
      competent programmers.

    


    (iv) Neither
      the Company nor any of its Subsidiaries has exported or transmitted Software
      or
      other material in connection with the Company’s or such Subsidiaries’ business
      to any country to which such export or transmission is restricted by any
      applicable Law, without first having obtained all necessary and appropriate
      Authorizations.

    


    
      
        
        

      

      
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    (v) All
      Company-Owned Software is free of any Disabling Code or Contaminants that may,
      or may be used to, access, modify, delete, damage or disable any Systems or
      that
      may result in damage thereto. The Company and its Subsidiaries have taken
      reasonable steps and implemented reasonable procedures to ensure that its and
      their internal computer systems used in connection with Company’s and its
      Subsidiaries’ business are free from Disabling Codes and Contaminants. The
      Software licensed by the Company is free of any Disabling Codes or Contaminants
      that may, or may be used to, access, modify, delete, damage or disable the
      Systems of the Company or its Subsidiaries or that might result in damage
      thereto. The Company and its Subsidiaries have taken all reasonable steps to
      safeguard their respective Systems and restrict unauthorized access
      thereto.

    


    (vi) No
      Public
      Software: (A) forms part of any Company Intellectual Property;
      (B) was, or is, used in connection with the development of any
      Company-Owned Intellectual Property or any products or services developed or
      provided by the Company or any of its Subsidiaries; or (C) was, or is,
      incorporated or distributed, in whole or in part, in conjunction with Company
      Intellectual Property. 

    


    4.19 Material
      Contracts

    


    (a) Section
      4.19 of the Company Disclosure Schedule contains a complete and accurate list
      of
      each Contract or series of related Contracts to which the Company or any of
      its
      Subsidiaries is a party or is subject, or by which any of their respective
      assets are bound:

    


    (i) for
      the
      purchase of materials, supplies, goods, services, equipment or other assets
      and
      that involves or would reasonably be expected to involve (A) annual
      payments by the Company or any of its Subsidiaries of $10,000 or more, or
      (B) aggregate payments by the Company or any of its Subsidiaries of $10,000
      or more;

    


    (ii) (A)
      for
      the sale by the Company or any of its Subsidiaries of materials, supplies,
      goods, services, equipment or other assets, and that provides for (1) a
      specified annual minimum dollar sales amount by the Company or any of its
      Subsidiaries of $100,000 or more, or (2) aggregate payments to the Company
      or any of its Subsidiaries of $100,000 or more, or (B) pursuant to which
      the Company or any of its Subsidiaries received payments of more than $10,000
      in
      the year ended December 31, 2007, or expects to receive payments of more than
      $100,000 in the year ending December 31, 2008;

    


    (iii) that
      continues over a period of more than six (6) months from the date hereof
      and provides for payments to or by the Company or any of its Subsidiaries
      exceeding $100,000, except for arrangements disclosed pursuant to the preceding
      subparagraphs (i) and (ii);

    


    (iv) that
      is
      an employment, consulting, termination or severance Contract that involves
      or
      would reasonably be expected to involve the payment of $50,000 or more by the
      Company or any of its Subsidiaries following the date hereof, except for any
      such Contract that is terminable at-will by the Company or any of its
      Subsidiaries without liability to the Company or any such
      Subsidiary;

    


    (v) that
      is a
      distribution, dealer, representative or sales agency Contract, other than
      Contracts entered into in the Ordinary Course of Business with distributors,
      representatives and sales agents that are cancelable without penalty on not
      more
      than ninety (90) days’ notice and does not deviate in any material respect
      from the Company’s standard form;

    


    
      
        
        

      

      
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    (vi) that
      is a
      (A) Company Lease, or (B) Contract for the lease of personal property,
      in each case which provides for payments to or by the Company or any of its
      Subsidiaries in any one case of $75,000 or more annually or $250,000 or more
      over the term of such Company Lease or lease;

    


    (vii) which
      provides for the indemnification by the Company or any of its Subsidiaries
      of
      any Person, the undertaking by the Company or any of its Subsidiaries to be
      responsible for consequential damages, or the assumption by the Company or
      any
      of its Subsidiaries of any Tax, environmental or other Liability;

    


    (viii) that
      is a
      note, debenture, bond, equipment trust, letter of credit, loan or other Contract
      for Indebtedness or lending of money (other than to employees for travel
      expenses in the Ordinary Course of Business) or Contract for a line of credit
      or
      guarantee, pledge or undertaking of the Indebtedness of any other
      Person;

    


    (ix) for
      any
      capital expenditure or leasehold improvement in any one case in excess of
      $10,000 or any such Contracts in the aggregate greater than
      $100,000;

    


    (x) that
      restricts or purports to restrict the right of the Company or any of its
      Subsidiaries to engage in any line of business, acquire any property, develop
      or
      distribute any product or provide any service (including geographic
      restrictions) or to compete with any Person or granting any exclusive
      distribution rights, in any market, field or territory;

    


    (xi) that
      is a
      partnership, joint venture, joint development or similar Contract;

    


    (xii) that
      relates to the acquisition or disposition of any business (whether by merger,
      sale of stock, sale of assets or otherwise);

    


    (xiii) that
      is a
      collective bargaining Contract or other Contract with any labor organization,
      union or association; and

    


    (xiv) that
      is a
      Contract or series of Contracts, the termination or breach of which would
      reasonably be expected to have a Material Adverse Effect on the Company and
      not
      previously disclosed pursuant to this Section 4.19.

    


    (b) Each
      Contract required to be listed in Schedule 4.19 of the Company Disclosure
      Schedule (collectively, the “Company
      Material Contracts”)
      is in
      full force and effect and valid and enforceable in accordance with its terms,
      except to the extent a failure to be in full force and effect and valid or
      enforceable in accordance with its terms would not have a Material Adverse
      Effect on the Company.

    


    (c) Neither
      the Company nor any of its Subsidiaries is, and to the Company’s Knowledge, no
      other party thereto is, in default in the performance, observance or fulfillment
      of any obligation, covenant, condition or other term contained in any Company
      Material Contract, and neither the Company nor any of its Subsidiaries has
      given
      or received notice to or from any Person relating to any such alleged or
      potential default that has not been cured. No event has occurred which with
      or
      without the giving of notice or lapse of time, or both, may conflict with or
      result in a violation or breach of, or give any Person the right to exercise
      any
      remedy under or accelerate the maturity or performance of, or cancel, terminate
      or modify, any Company Material Contract.

    


    
      
        
        

      

      
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    (d) The
      Company has provided accurate and complete copies of each Company Material
      Contract to Parent.

    


    (e) All
      Contracts other than Company Material Contracts to which the Company or any
      of
      its Subsidiaries is a party or is subject, or by which any of their respective
      assets are bound (collectively, the “Company
      Minor Contracts”),
      are
      in all material respects valid and enforceable in accordance with their terms.
      Neither the Company nor any of its Subsidiaries is in default in the
      performance, observance or fulfillment of any obligation, covenant or condition
      contained therein, and no event has occurred which with or without the giving
      of
      notice or lapse of time, or both, would constitute a default thereunder by
      the
      Company or any of its Subsidiaries, except in either case where any such default
      or defaults could not reasonably be expected have, individually or in the
      aggregate, a Material Adverse Effect on Company taken as a whole.

    


    4.20 Litigation.
      Except
      as may be specified in Section 4.20 of the Company Disclosure Schedule, (i)
      there is no Proceeding pending or, to the Knowledge of the Company, threatened
      against the Company or any if its Subsidiaries, which (a) individually or in
      the
      aggregate, could reasonably be expected to have a Material Adverse Effect on
      the
      Company, or (b) seeks to and is reasonably likely to significantly delay or
      prevent the consummation of the Merger, (ii) there
      is
      no Proceeding against any current or, to Company’s Knowledge, former director or
      employee of the Company or any of its Subsidiaries with respect to which the
      Company or any of its Subsidiaries has or is reasonably likely to have an
      indemnification obligation, and (iii) neither
      the Company or any of its Subsidiaries, nor any property or asset of the Company
      or any of its Subsidiaries is in violation of any Order having, individually
      or
      in the aggregate, a Material Adverse Effect on the Company. 

    


    4.21 Employee
      Benefit Plans.

    


    (a) Section
      4.21(a) of the Company Disclosure Schedule sets forth a complete and accurate
      list of all Benefit Plans sponsored, maintained or contributed to by the
      Company, any of its Subsidiaries, or any Company ERISA Affiliate, or with
      respect to which the Company, any of its Subsidiaries, or any Company ERISA
      Affiliate otherwise has any present or future Liability (each, a “Company
      Benefit Plan”).
      A
      current, accurate and complete copy of each Company Benefit Plan has been
      provided to Parent. Neither the Company nor any of its Subsidiaries has any
      intent or commitment to create any additional Company Benefit Plan or amend
      any
      Company Benefit Plan.  

    


    (b) Each
      Company Benefit Plan has been and is currently administered in compliance in
      all
      material respects with its constituent documents and with all reporting,
      disclosure and other requirements of ERISA and the Code applicable to such
      Company Benefit Plan. Each Company Benefit Plan that is an Employee Pension
      Benefit Plan (as defined in Section 3(2) of ERISA) and which is intended to
      be qualified under Section 401(a) of the Code (a “Company
      Pension Plan”),
      has
      been determined by the Internal Revenue Service to be so qualified and no
      condition exists that would adversely affect any such determination. No Company
      Benefit Plan is a “defined benefit plan” as defined in Section 3(35) of
      ERISA.

    


    
      
        
        

      

      
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    (c) None
      of
      the Company, any Subsidiary of Company, any Company ERISA Affiliate or any
      trustee or agent of any Company Benefit Plan has been or is currently engaged
      in
      any prohibited transactions as defined by Section 406 of ERISA or
      Section 4975 of the Code for which an exemption is not applicable which
      could subject Company, any Subsidiary of the Company, any Company ERISA
      Affiliate or any trustee or agent of any Company Benefit Plan to the tax or
      penalty imposed by Section 4975 of the Code or Section 502 of
      ERISA.

    


    (d) There
      is
      no event or condition existing which could be deemed a “reportable
      event”
      (within
      the meaning of Section 4043 of ERISA) with respect to which the thirty
      (30)-day notice requirement has not been waived. To the Company’s Knowledge, no
      condition exists which could subject the Company or any of its Subsidiaries
      to a
      penalty under Section 4071 of ERISA.

    


    (e) None
      of
      the Company, any Subsidiary of Company, nor any Company ERISA Affiliate is,
      or
      has been, party to any “multi-employer plan,” as that term is defined in
      Section 3(37) of ERISA.

    


    (f) True
      and
      correct copies of the most recent annual report on Form 5500 and any
      attached schedules for each Company Benefit Plan (if any such report was
      required by applicable Law) and a true and correct copy of the most recent
      determination letter issued by the Internal Revenue Service for each Company
      Pension Plan have been provided to Parent.

    (g) With
      respect to each Company Benefit Plan, there are no Proceedings (other than
      routine claims for benefits in the ordinary course) pending or, to the Company’s
      Knowledge, threatened against any Company Benefit Plan, the Company, any
      Subsidiary of the Company, any Company ERISA Affiliate or any trustee or agent
      of any Company Benefit Plan.

    


    (h) With
      respect to each Company Benefit Plan to which the Company, any Subsidiary of
      the
      Company or any Company ERISA Affiliate is a party which constitutes a group
      health plan subject to Section 4980B of the Code, each such Company Benefit
      Plan
      complies, and in each case has complied, in all material respects with all
      applicable requirements of Section 4980B of the Code.

    


    (i)  Full
      payment has been made of all amounts which the Company, any Subsidiary of the
      Company or any Company ERISA Affiliate was required to have paid as a
      contribution to any Company Benefit Plan as of the last day of the most recent
      fiscal year of each of the Benefit Plans ended prior to the date of this
      Agreement, and no Company Benefit Plan has incurred any “accumulated funding
      deficiency” (as defined in Section 302 of ERISA and Section 412 of the
      Code), whether or not waived, as of the last day of the most recent fiscal
      year
      of each such Company Benefit Plan ended prior to the date of this
      Agreement.

    


    (j) Each
      Company Benefit Plan is, and its administration is and has been during the
      six-year period preceding the date of this Agreement, in all material respects
      in compliance with, and none of the Company, any Subsidiary of the Company
      or
      any Company ERISA Affiliate has received any claim or notice that any such
      Company Benefit Plan is not in material compliance with, all applicable Laws
      and
      Orders and prohibited transaction exemptions, including to the extent
      applicable, the requirements of ERISA.

    


    (k) None
      of
      the Company, any Subsidiary of the Company and any Company ERISA Affiliate
      is in
      default in any material respect in performing any of its contractual obligations
      under any Company Benefit Plans or any related trust agreement or insurance
      contract.

    


    
      
        
        

      

      
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    (l) There
      are
      no material outstanding Liabilities of any Company Benefit Plan other than
      Liabilities for benefits to be paid to participants in any Company Benefit
      Plan
      and their beneficiaries in accordance with the terms of such Company Benefit
      Plan.

    


    (m) Subject
      to ERISA and the Code, each Company Benefit Plan may be amended, modified,
      terminated or otherwise discontinued by the Company, a Subsidiary of the Company
      or a Company ERISA Affiliate at any time without liability.

    


    (n) No
      Company Benefit Plan other than a Company Pension Plan, retiree medical plan
      or
      severance plan provides benefits to any individual after termination of
      employment.

    


    (o) The
      consummation of the Merger will not (either alone or in conjunction with any
      other event) (i) entitle any current or former director, employee,
      contractor or consultant of the Company or any of its Subsidiaries to severance
      pay, unemployment compensation or any other payment, (ii) accelerate the time
      of
      payment or vesting, or increase the amount of compensation due to any such
      director, employee, contractor or consultant, or result in the payment of any
      other benefits to any Person or the forgiveness of any Indebtedness of any
      Person, (iii) result in any prohibited transaction described in
      Section 406 of ERISA or Section 4975 of the Code for which an exemption is
      not available, or (iv) result in the payment or series of payments by the
      Company or any of its Affiliates to any person of an “excess
      parachute payment”
      within
      the meaning of Section 280G of the Code.

    


    (p) With
      respect to each Company Benefit Plan that is funded wholly or partially through
      an insurance policy, all premiums required to have been paid to date under
      the
      insurance policy have been paid, all premiums required to be paid under the
      insurance policy through the Closing will have been paid on or before the
      Closing and, as of the Closing, there will be no liability of the Company,
      any
      Subsidiary of the Company or any Company ERISA Affiliate under any insurance
      policy or ancillary agreement with respect to such insurance policy in the
      nature of a retroactive rate adjustment, loss sharing arrangement or other
      actual or contingent liability arising wholly or partially out of events
      occurring prior to the Closing.

    


    (q) Each
      Company Benefit Plan that constitutes a “welfare
      benefit plan,”
      within
      the meaning of Section 3(1) of ERISA, and for which contributions are
      claimed by the Company, any Subsidiary of the Company or any Company ERISA
      Affiliate as deductions under any provision of the Code, is in compliance in
      all
      material respects with all applicable requirements pertaining to such deduction.
      With respect to any welfare benefit fund (within the meaning of Section 419
      of the Code) related to a welfare benefit plan, there is no disqualified benefit
      (within the meaning of Section 4976(b) of the Code) that would result in the
      imposition of a tax under Section 4976(a) of the Code. All welfare benefit
      funds
      intended to be exempt from tax under Section 501(a) of the Code have been
      determined by the Internal Revenue Service to be so exempt and no event or
      condition exists which would adversely affect any such
      determination.

    


    (r) Section
      4.21(r) of the Company Disclosure Schedule sets forth all Company Benefit Plans
      covering employees of the Company or any of its Subsidiaries outside of the
      United States (the “Company
      Foreign Plans”).
       The
      Company Foreign Plans have been operated in accordance, and are in compliance,
      in all material respects with their constituent documents and all applicable
      Laws. There are no material unfunded Liabilities under or in respect of any
      Company Foreign Plans, and all contributions or other payments required to
      be
      made to or in respect of the Company Foreign Plans prior to the Closing Date
      have been made or will be made prior to the Closing Date.

    


    
      
        
        

      

      
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    4.22 Labor
      and Employment Matters.

    


    (a) Neither
      the
      Company
      nor any of its Subsidiaries is a party or subject to any labor union or
      collective bargaining Contract. There
      have
      not been since the
      Company began operations
      and
      there are not pending or threatened any labor disputes, work stoppages, requests
      for representation, pickets, work slow-downs due to labor disagreements or
      any
      actions or arbitrations which involve the labor or employment relations of
      the
      Company
      or any of its Subsidiaries.  There
      is
      no unfair labor practice, charge or complaint pending, unresolved or, to the
      Company’s Knowledge, threatened before the National Labor Relations Board. No
      event has occurred or circumstance exist that may provide the basis of any
      work
      stoppage or other labor dispute.

    


    (b) Each
      of
the
      Company
      and its Subsidiaries has complied in all material respects with each, and is
      not
      in violation in any material respect of any, Law relating to anti-discrimination
      and equal employment opportunities and there are, and have been, no material
      violations of any other Law respecting the hiring, hours, wages, occupational
      safety and health, employment, promotion, termination or benefits of any
      employee or other Person. Each of the Company and its Subsidiaries has filed
      all
      reports, information and notices required under any Law respecting the hiring,
      hours, wages, occupational safety and health, employment, promotion, termination
      or benefits of any employee or other Person, and will timely file prior to
      Closing all such reports, information and notices required by any Law to be
      given prior to Closing.

    


    (c) Each
      of
      the Company and its Subsidiaries has paid or properly accrued in the Ordinary
      Course of Business all wages and compensation due to employees, including all
      vacations or vacation pay, holidays or holiday pay, sick days or sick pay,
      and
      bonuses.

    


    (d) Neither
      the Company nor any of its Subsidiaries is a party to any Contract which
      restricts the Company or any of its Subsidiaries from relocating, closing or
      terminating any of its operations or facilities or any portion thereof.
 Neither
      the
      Company
      nor any of its Subsidiaries have effectuated a “plant closing” (as defined in
      the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN
      Act”))
      or
      (ii) a “mass lay-off” (as defined in the WARN Act), in either case
      affecting any site of employment or facility of the
      Company
      or any of its Subsidiaries, except in accordance with the WARN Act. The
      consummation of the Merger will not create Liability for any act by the Company
      or any of its Subsidiaries on or prior to the Closing Date under the WARN Act
      or
      any other Law respecting reductions in force or the impact on employees on
      plant
      closings or sales of businesses.

    


    4.23 Environmental.

    


    (a) Each
      of
      the Company and its Subsidiaries has secured, and is in compliance in all
      material respects with, all Environmental Permits required in connection with
      its operations and the Real Property. Each Environmental Permit, together with
      the name of the Governmental Authority issuing such Environmental Permit, is
      set
      forth in Section 4.23(a) of the Company Disclosure Schedule. All such
      Environmental Permits are valid and in full force and effect and none of such
      Environmental Permits will be terminated or impaired or become terminable as
      a
      result of the Merger. Each of the Company and its Subsidiaries has been, and
      are
      currently, in compliance in all material respects with all Environmental Laws.
      Neither the Company nor any of its Subsidiaries has received any notice alleging
      that the Company or any of its Subsidiaries is not in such compliance with
      Environmental Laws.

    


    
      
        
        

      

      
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    (b) There
      are
      no past, pending or, to the Company’s Knowledge, threatened Environmental
      Actions against or affecting the Company or any of its Subsidiaries, and the
      Company is not aware of any facts or circumstances which could be expected
      to
      form the basis for any Environmental Action against the Company or any of its
      Subsidiaries.

    


    (c) Neither
      the Company nor any of its Subsidiaries has entered into or agreed to any Order,
      and neither the Company nor any of its Subsidiaries is subject to any Order,
      relating to compliance with any Environmental Law or to investigation or cleanup
      of a Hazardous Substance under any Environmental Law.

    


    (d) No
      Lien
      has been attached to, or asserted against, the assets, property or rights of
      the
      Company or any of its Subsidiaries pursuant to any Environmental Law, and,
      to
      the Company’s Knowledge, no such Lien has been threatened. There are no facts,
      circumstances or other conditions that could be expected to give rise to any
      Liens on or affecting any Real Property.

    


    (e) There
      has
      been no treatment, storage, disposal or Release of any Hazardous Substance
      at,
      from, into, on or under any Real Property or any other property currently or
      formerly owned, operated or leased by the Company or any of its Subsidiaries.
      No
      Hazardous Substances are present in, on, about or migrating to or from any
      Real
      Property that could be expected to give rise to an Environmental Action against
      the Company or any of its Subsidiaries.

    


    (f) Neither
      the Company nor any of its Subsidiaries has received a CERCLA 104(e) information
      request nor has the Company or any of its Subsidiaries been named a potentially
      responsible party for any National Priorities List site under CERCLA or any
      site
      under analogous state Law. Neither the Company nor any of its Subsidiaries
      has
      received an analogous notice or request from any non-U.S. Governmental
      Authority.

    


    (g) There
      are
      no aboveground tanks or underground storage tanks on, under or about the Real
      Property. Any aboveground or underground tanks previously situated on the Real
      Property or any other property currently or formerly owned, operated or leased
      by the Company or any of its Subsidiaries have been removed in accordance with
      all Environmental Laws and no residual contamination, if any, remains at such
      sites in excess of applicable standards.

    


    (h) There
      are
      no PCBs
      leaking
      from any article, container or equipment on, under or about the Real Property
      and there are no such articles, containers or equipment containing PCBs. There
      is no asbestos containing material or lead-based paint containing materials
      in
      at, on, under or within the Real Property.

    


    (i) Neither
      the Company nor any of its Subsidiaries has transported or arranged for the
      treatment, storage, handling, disposal, or transportation of any Hazardous
      Material to any off-site location which is an Environmental Clean-up
      Site.

    


    (j) None
      of
      the Real Property is an Environmental Clean-up Site.

    


    (k) The
      Company has provided to Parent true and complete copies of, or access to, all
      written environmental assessment materials and reports that have been prepared
      by or on behalf of the Company or any of its Subsidiaries.

    


    
      
        
        

      

      
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    4.24 Related
      Party Transactions.
       There
      are
      no Contracts of any kind, written or oral, entered into by the Company or any
      of
      its Subsidiaries with, or for the benefit of, any officer, director or
      stockholder of the Company or, to the Knowledge of the Company, any Affiliate
      of
      any of them, except in each case, for (a) employment agreements,
      indemnification agreements fringe benefits and other compensation paid to
      directors, officers and employees consistent with previously established
      policies (including normal merit increases in such compensation in the Ordinary
      Course of Business) and copies of which have been provided to Parent and are
      listed in Section 4.24 of the Company Disclosure Schedule, (b) reimbursements
      of
      ordinary and necessary expenses incurred in connection with their employment
      or
      service, (c) amounts paid pursuant to Company Benefit Plans of which copies
      have been provided to Parent, and (d) the occupancy of certain of the
      Company’s facilities which do not provide for the payment of significant amounts
      of rent. To the Knowledge of the Company, none of such Persons has any material
      direct or indirect ownership interest in any firm or corporation with which
      the
      Company or any of its Subsidiaries has a business relationship, or with any
      firm
      or corporation that competes with the Company or any of its Subsidiaries (other
      than ownership of securities in a publicly-traded company representing less
      than
      one percent of the outstanding stock of such company). No officer or director
      of
      the Company or any of its Subsidiaries or member of his or her immediate family
      or greater than 5% stockholder of the Company or, to the Knowledge of the
      Company, any Affiliate of any of them or any employee of the Company or any
      of
      its Subsidiaries is directly or indirectly interested in any Company Material
      Contract.

    


    4.25 Insurance.
      Section
      4.25 of the Company Disclosure Schedule sets forth the following information
      with respect to each material insurance policy (including policies providing
      property, casualty, liability, and workers' compensation coverage and bond
      and
      surety arrangements) with respect to which any of the Company and its
      Subsidiaries is a party, a named insured, or otherwise the beneficiary of
      coverage:

    


    (i) the
      name,
      address, and telephone number of the agent;

    


    (ii) the
      name
      of the insurer, the name of the policyholder, and the name of each covered
      insured;

    


    (iii) the
      policy number and the period of coverage;

    


    (iv) the
      scope
      (including an indication of whether the coverage is on a claims made,
      occurrence, or other basis) and amount (including a description of how
      deductibles and ceilings are calculated and operate) of coverage;
      and

    


    (v) a
      description of any retroactive premium adjustments or other material
      loss-sharing arrangements.

    


    With
      respect to each such insurance policy: (A) the policy is legal, valid, binding,
      enforceable, and in full force and effect in all material respects; (B) neither
      the Company, any of its Subsidiaries nor any other party to the policy is in
      material breach or default (including with respect to the payment of premiums
      or
      the giving of notices), and no event has occurred which, with notice or the
      lapse of time, would constitute such a material breach or default, or permit
      termination, modification, or acceleration, under the policy; and (C) no party
      to the policy has repudiated any material provision thereof. Section 4.25 of
      the
      Company Disclosure Schedule describes any material self-insurance arrangements
      affecting the Company and/or any of its Subsidiaries.

    


    
      
        
        

      

      
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    4.26 Absence
      of Certain Changes or Events.
      Since
      December 31, 2007, except as may be contemplated by, or disclosed pursuant
      to,
      this Agreement, including Section 4.26 of the Company Disclosure
      Schedule:

    


    (a) there
      has
      not been any event or events (whether or not covered by insurance), individually
      or in the aggregate, which have had a Material Adverse Effect on the Company
      or
      any of its Subsidiaries, including without limitation the imposition of any
      security interests on any of the assets of the Company or any of its
      Subsidiaries;

    


    (b) there
      have not been any amendments or other modifications to the certificate of
      incorporation or bylaws of either the Company or any of its Subsidiaries;


    


    (c) there
      has
      not been any entry by the Company nor any of its Subsidiaries into any
      commitment or transaction material to the Company or such Subsidiaries, except
      in the Ordinary Course of Business and consistent with past practice, including
      without limitation any (i) borrowings or the issuance of any guaranties, (ii)
      any capital expenditures in excess of $60,000, or (iii) any grant of any
      increase in the base compensation payable, or any loans, to any directors,
      officers or employees;

     

    (d) there
      has
      not been, other than pursuant to the Plans, any increase in or establishment
      of
      any bonus, insurance, severance, deferred compensation, pension, retirement,
      profit sharing, stock option, stock purchase or other employee benefit plan,
      except in the Ordinary Course of Business consistent with past
      practice.

     

    (e) there
      have not been any material changes by the Company in its accounting methods,
      principles or practices;

    


    (f) neither
      Company nor any of its Subsidiaries has declared, set aside or paid any dividend
      or other distribution (whether in cash, stock or property) with respect to
      any
      of its securities;

    


    (g) neither
      Company nor any of its Subsidiaries has split, combined or reclassified any
      of
      its securities, or issued, or authorized for issuance, any
      securities;

    


    (h) there
      has
      not been any material damage, destruction or loss with respect to the property
      and assets of Company or any of its Subsidiaries, whether or not covered by
      insurance;

    


    (i) there
      has
      not been any revaluation of Company’s or any of its Subsidiaries’ assets,
      including writing down the value of inventory or writing off notes or accounts
      receivable, other than in the Ordinary Course of Business consistent with past
      practice; and

    


    (j) neither
      Company nor any of its Subsidiaries has agreed, whether in writing or otherwise,
      to do any of the foregoing.

     

    4.27 Solvency. No
      Order
      has been made, petition presented, or resolution passed for the winding up
      (or
      other process whereby the business is terminated and the assets of the subject
      company are distributed among its creditors and/or shareholders) of either
      the
      Company or any of its Subsidiaries. There are no cases or Proceedings of any
      kind pending
      under any applicable insolvency, reorganization or similar Law in any
      jurisdiction concerning the Company or any of its Subsidiaries, and no
      circumstances exist which, under applicable Law, would justify any such cases
      or
      Proceedings. No receiver or trustee has been appointed with respect to all
      or
      any portion of the Company or any of its Subsidiaries business or assets.


    


    
      
        
        

      

      
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    4.28 Brokers
      or Finders.
      The
      Company
      shall indemnify and hold harmless Parent and the officers and directors of
      Parent from any obligations or liabilities to any person or entity engaged
      by or
      to whom the Company or any of its Subsidiaries is liable for brokerage,
      investment banking and/or finder’s fees or commissions for services rendered in
      connection with the Transactions.

    


    4.29 No
      Illegal Payments.
       None
      of
      the Company, any of its Subsidiaries or, to the Knowledge of the Company, any
      Affiliate, officer, agent or employee thereof, directly or indirectly, has,
      since inception, on behalf of or with respect to the Company or any of its
      Subsidiaries, (a) made any unlawful domestic or foreign political
      contributions, (b) made any payment or provided services which were not
      legal to make or provide or which the Company, any of its Subsidiaries or any
      Affiliate thereof or any such officer, employee or other Person should
      reasonably have known were not legal for the payee or the recipient of such
      services to receive, (c) received any payment or any services which were
      not legal for the payer or the provider of such services to make or provide,
      (d) had any material transactions or payments which are not recorded in its
      accounting books and records, or (e) had any off-book bank or cash accounts
      or “slush funds.”

    


    4.30 Information
      Supplied.
       None
      of
      the information furnished or to be furnished by or on behalf of the Company
      for
      inclusion or incorporation by reference in either a Form S-4 Registration
      Statement to be filed with the SEC by Parent or any Private Placement Memorandum
      prepared by Parent, in either case in connection with the issuance of the Merger
      Securities pursuant to the Merger, will, as of the time furnished, contain
      any
      untrue statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein not
      misleading.

    


    4.31 Antitakeover
      Statutes.
      The
      Company
      has taken all action necessary to exempt the Merger, this Agreement, the Voting
      and Lock-Up Agreement, and the Transactions from Section 203 of the DGCL.
 Neither
      such Section nor any other anti-takeover or similar Law applies or purports
      to
      apply to the Transactions.  No
      other
“control share acquisition,” “fair price,” “moratorium” or other anti-takeover
      Laws apply to this Agreement or any of the Transactions.

    


    4.32 Compliance
      with Securities Laws.
       Except
      to
      the extent as would not have a Material Adverse Effect, individually or in
      the
      aggregate, on the Company or any of its Subsidiaries, the offering and issuance
      by the Company and any of its Subsidiaries of all securities to date were made
      and completed in substantial compliance with all applicable state, federal
      and,
      if applicable, foreign securities Laws.

    


    4.33 Change
      in Control.
      Except
      as may be set forth in Section 4.33 of the Company Disclosure Schedule, the
      Company is not a party to any Contract that contains a “change in control,”
“potential change in control” or similar provision.

    


    4.34 Powers
      of Attorney.
      To the
      Knowledge of the Company, there are no material outstanding powers of attorney
      executed on behalf of the Company or any of its Subsidiaries.

    


    4.35 Material
      Disclosures.
      No
      statement, representation or warranty made by the Company in this Agreement,
      or
      in any certificate, statement, list, schedule or other document furnished or
      to
      be furnished to Parent hereunder, contains, or when so furnished will contain,
      any untrue statement of a material fact, or fails to state, or when so furnished
      will fail to state, a material fact necessary in order to make the statements
      contained herein or therein, in light of the circumstances in which they are
      or
      will be made, not misleading.

    


    
      
        
        

      

      
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    ARTICLE
      V

    


    REPRESENTATIONS
      AND WARRANTIES OF PARENT AND MERGER SUB

    


    Except
      as
      set forth in the Disclosure Schedule delivered by Parent to the Company and
      signed by the Company and Parent for identification prior to the execution
      and
      delivery of this Agreement (the “Parent
      Disclosure Schedule”),
      which
      shall identify exceptions by specific section references, Parent and Merger
      Sub
      hereby, jointly and severally, represent and warrant to the Company
      that:

    


    5.1 Corporate
      Organization and Qualification.
      Parent
      and Merger Sub are corporations duly organized, validly existing and in good
      standing under the Laws of the State of Delaware. Parent and each of its
      Subsidiaries is duly qualified or licensed as a foreign corporation to do
      business, and is in good standing, in each jurisdiction where the character
      of
      the properties owned, leased or operated by it or the nature of its business
      makes such qualification or licensing necessary, except for such failures to
      be
      so qualified or licensed and in good standing as would not, individually or
      in
      the aggregate, have a Material Adverse Effect on either or both of Parent and/or
      Merger Sub. 

    


    5.2 Certificate
      of Incorporation and Bylaws.
      Parent
      has heretofore furnished or made available to the Company a complete and correct
      copy of the certificate of incorporation and bylaws of Parent, and the
      certificate of incorporation and bylaws of Merger Sub, each as amended to date.
      Neither Parent nor Merger Sub is in violation of any provision of its
      certificate of incorporation or bylaws.

    


    5.3 Books
      and Records.

    


    (a) The
      books
      of account, minute books, stock record books, and other records of Parent and
      Merger Sub, all of which have
      heretofore been furnished or made available to the Company,
      are
      complete and correct and have been maintained in accordance with sound business
      practices, including the maintenance of an adequate system of internal controls.
      The minute books of Parent and Merger Sub contain accurate and complete records
      of all meetings held of, consents of, and corporate action taken by, the
      stockholders, the boards of directors, and any committees of the boards of
      directors of each of Parent and Merger Sub, and no meeting of such stockholders,
      boards of directors or committees has been held for which minutes have not
      been
      prepared and are not contained in such minute books.

    


    (b) None
      of
      the records, systems, data or information of either Parent or Merger Sub is
      recorded, stored, maintained, operated or otherwise wholly or partly dependent
      on or held or accessible by any means (including, but not limited to, an
      electronic, mechanical or photographic process computerized or not) which are
      not under the exclusive ownership and direct control of either Parent or Merger
      Sub, as the case may be.

    


    
      
        
        

      

      
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    5.4 Capitalization.
      

    


    (a) As
      of the
      date of this Agreement, the authorized capital stock of Parent consists of
      (i)
      one hundred million (100,000,000) shares of Parent Common Stock, $.0001 par
      value, and (ii) twenty million (20,000,000) shares of “blank check” preferred
      stock, $.0001 par value (“Parent
      Preferred Stock”).
      As of
      the date of this Agreement, (A) 5,000,000 shares of Parent Common Stock were
      issued and outstanding, all of which were validly issued, fully paid and
      nonassessable, (B) no shares of Parent Common Stock were held in the treasury
      of
      Parent, (C) no shares of Parent Common Stock were reserved for future issuance
      pursuant to outstanding stock options or stock incentive rights granted pursuant
      to any stock option plan, and (D) no shares of Parent Preferred Stock were
      issued or outstanding. Except as contemplated by this Agreement and as set
      forth
      in Section 5.4(a) of the Parent Disclosure Schedule, as of the date of this
      Agreement, there are no options, warrants or other rights, agreements,
      arrangements or commitments of any character relating to the issued or unissued
      capital stock of Parent obligating Parent to issue or sell any shares of capital
      stock of, or other equity interests in, Parent or Merger Sub. There are no
      outstanding contractual obligations of Parent to repurchase, redeem or otherwise
      acquire any shares of Parent Common Stock, Parent Preferred Stock or any other
      securities of Parent. The shares of Parent Common Stock to be issued pursuant
      to
      the Merger will be duly authorized, validly issued, fully paid and nonassessable
      and not subject to preemptive rights created by statute, Parent’s certificate of
      incorporation or bylaws, or any agreement to which Parent is a party or by
      which
      Parent is bound.

    


    (b) As
      of the
      date of this Agreement, the authorized capital stock of Merger Sub consists
      of
      (i) 1,000,000 shares of Merger Sub Common stock, $.0001 par value, and (ii)
      1,000,000 shares of “blank check” preferred stock, $.0001 par value
      (“Merger
      Sub Preferred Stock”).
      As of
      the date of this Agreement, (A) 1,000 shares of Merger Sub Common Stock were
      issued and outstanding, each of which are held by Parent, and all of which
      were
      validly issued, fully paid and nonassessable, (B) no shares of Merger Sub Common
      Stock were held in the treasury of Merger Sub, (C) no shares of Merger Sub
      Common Stock were reserved for future issuance pursuant to outstanding stock
      options or stock incentive rights granted pursuant to any stock option plan,
      and
      (D) no shares of Merger Sub Preferred Stock were issued or outstanding. Except
      as contemplated by this Agreement and as set forth in Section 5.4(b) of the
      Parent Disclosure Schedule, as of the date of this Agreement, there are no
      options, warrants or other rights, agreements, arrangements or commitments
      of
      any character relating to the issued or unissued capital stock of Merger Sub
      obligating Merger Sub to issue or sell any shares of capital stock of, or other
      equity interests in, Merger Sub. There are no outstanding contractual
      obligations of Merger Sub to repurchase, redeem or otherwise acquire any shares
      of Merger Sub Common Stock or Merger Sub Preferred Stock. 

    


    5.5 Authority
      Relative To This Agreement.
      Each of
      Parent and Merger Sub has all necessary corporate power and authority to execute
      and deliver this Agreement, to perform its obligations hereunder and to
      consummate the Transactions. The execution and delivery of this Agreement by
      Parent and Merger Sub and the consummation by Parent and Merger Sub of the
      Transactions have been duly and validly authorized by all necessary corporate
      action and no other corporate proceedings on the part of Parent or Merger Sub
      are necessary to authorize this Agreement or to consummate the Transactions
      (other than with respect to the Merger, the filing and recordation of the
      Certificate of Merger with the Delaware Secretary of State, as required by
      this
      Agreement and applicable Law). This Agreement has been duly and validly executed
      and delivered by Parent and Merger Sub and, assuming the due authorization,
      execution and delivery of this Agreement by the Company and the Company
      Principal Stockholder, constitutes a legal, valid and binding obligation of
      each
      of Parent and Merger Sub enforceable against each of Parent and Merger Sub
      in
      accordance with its terms, except as the enforceability thereof may be limited
      by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other
      similar Laws affecting or relating to creditors’ rights generally, and
      (ii) the availability of injunctive relief and other equitable
      remedies.

    


    
      
        
        

      

      
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    5.6 No
      Conflict; Required Filings and Consents.
      

    


    (a) The
      execution and delivery of this Agreement by Parent and Merger Sub do not, and
      the performance of this Agreement by Parent and Merger Sub will not, subject
      to
      obtaining the consents, approvals, Authorizations and permits and making the
      filings described in Section 5.6(b) of this Agreement and Section 5.6(b) of
      the
      Parent Disclosure Schedule, (i) conflict with or violate the certificate of
      incorporation or bylaws of either Parent or Merger Sub, (ii) conflict with
      or
      violate any Law applicable to Parent or Merger Sub or by which any property
      or
      asset of any of them is bound or affected, or (iii) result in any breach of
      or
      constitute a default (or an event which with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, or result in the creation of a
      Lien
      or other encumbrance on any property or asset of Parent or Merger Sub or require
      the consent of any third party pursuant to, any note, bond, mortgage, indenture,
      Contract, agreement, lease, license, permit, franchise or other instrument
      or
      obligation to which Parent or Merger Sub is a party or by which Parent or Merger
      Sub or any property or asset of any of them is bound or affected, except for
      any
      such conflicts, violations, breaches, defaults or other occurrences which would
      not, individually or in the aggregate, have a Material Adverse Effect on Parent
      or prevent Parent and Merger Sub from performing their respective obligations
      under this Agreement and consummating the Transactions.

    


    (b) The
      execution and delivery of this Agreement by Parent and Merger Sub do not, and
      the performance of this Agreement by Parent and Merger Sub will not, require
      any
      consent, approval, Authorization or permit of, or filing with or notification
      to, any Governmental Authority, domestic or foreign, except (i) such
      filings as may otherwise be required in accordance with federal and state
      securities Law compliance in connection with the issuance of the Merger
      Securities pursuant to the Merger, (ii) the filing of a Schedule 14F in
      accordance with Exchange Act Section 14f, (iii) the filing and recordation
      of
      the Certificate of Merger with the Delaware Secretary as required by this
      Agreement and applicable Law, (iv) such filings as may be required under the
      Exchange Act and/or by FINRA, (v) as may be specified in Section 5.6(b) of
      the
      Parent Disclosure Schedule, and (vi) where failure to obtain such consents,
      approvals, Authorizations or permits, or to make such filings or notifications,
      would not have a Material Adverse Effect on Parent or Merger Sub and would
      not
      prevent or delay consummation of the Transactions, or otherwise prevent Parent
      or Merger Sub from performing their respective obligations under this
      Agreement.

     

    5.7 SEC
      Reports; Financial Statements.
      

    


    (a) Parent
      has made available to Company all forms, reports and documents required to
      be
      filed by it with the SEC since April 1, 2007 (collectively, the
“Parent
      SEC Reports”).
      Parent
      SEC Reports (i) at the time they were filed complied as to form in all
      material respects with the applicable requirements of the Exchange Act, and
      (ii) did not at the time they were filed (or if amended or superseded by a
      filing prior to the date of this Agreement, then on the date of such filing)
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading.

    


    (b) The
      consolidated financial statements (including, in each case, any related notes)
      contained in Parent SEC Reports complied as to form in all material respects
      with the applicable rules and regulations of the SEC with respect thereto,
      were
      prepared in accordance with GAAP applied on a consistent basis throughout the
      periods involved (except as may be indicated in the notes to such financial
      statements or, in the case of unaudited statements, as permitted by the SEC)
      and
      fairly presented the consolidated financial position of Parent and its
      Subsidiaries as at the respective dates and the consolidated results of its
      operations and cash flows for the periods indicated (subject, in the case of
      the
      unaudited financial statements, to normal year-end recurring
      adjustments).

     

    
      
        
        

      

      
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    (c) Parent
      and its Subsidiaries have no Liabilities except (a) those which are
      adequately reflected or reserved against as noted above in the Financial
      Statements included in the most recently filed Parent SEC Report, and
      (b) those which have been incurred in the Ordinary Course of Business and
      consistent with past practice since the last balance sheet date therein or
      which
      are not, individually or in the aggregate, material in amount.

    


    5.8 Taxes.
      

    


    (a) Except
      as
      may be specified in Section 5.8(a) of the Parent Disclosure Schedule, (i) each
      of the Parent and its Subsidiaries has duly and timely filed all Tax Returns
      required to have been filed by or with respect to the Parent or such Subsidiary,
      (ii) each such Tax Return correctly and completely reflects all liability for
      Taxes and all other information required to be reported thereon, (iii) all
      Taxes
      owed by the Parent and each Subsidiary of the Parent (whether or not shown
      on
      any Tax Return) have been timely paid, and (iv) each of the Parent and its
      Subsidiaries has adequately provided for, in its books of account and related
      records, all Liability for unpaid Taxes, being current Taxes not yet due and
      payable.

    


    (b) Except
      as
      may be specified in Section 5.8(b) of the Parent Disclosure Schedule, each
      of
      the Parent and its Subsidiaries has withheld and timely paid all Taxes required
      to have been withheld and paid by it and has complied with all information
      reporting and backup withholding requirements, including maintenance of required
      records with respect thereto.

    


    (c) Except
      as
      may be specified in Section 5.8(c) of the Parent Disclosure Schedule, neither
      Parent nor any of its Subsidiaries (i) is the beneficiary of any extension
      of
      time within which to file any Tax Return, nor has Parent or any of its
      Subsidiaries made (or had made on its behalf) any requests for such extensions,
      or (ii) has waived (or is subject to a waiver of) any statute of limitations
      in
      respect of Taxes or has agreed to (or is subject to) any extension of time
      with
      respect to a Tax assessment or deficiency.

    


    (d) Section
      5.8(d) of the Parent Disclosure Schedule indicates those Tax Returns that have
      been audited and those Tax Returns that currently are the subject of audit.
      Except as set forth in Section 5.8(d) of the Parent Disclosure Schedule (i)
      there is no Action now pending or threatened against or with respect to the
      Parent or any of its Subsidiaries in respect of any Tax or any assessment or
      deficiency, and (ii) there are no liens for Taxes (other than current Taxes
      not
      yet due and payable) upon the assets of the Parent. 

    


    (e) Section
      5.8(e) of the Parent Disclosure Schedule lists, as of the date of this
      Agreement, all jurisdictions in which the Parent or any of its Subsidiaries
      currently files Tax Returns. No claim has been made by any Taxing Authority
      in a
      jurisdiction where the Parent or any of its Subsidiaries does not file Tax
      Returns that any of them is or may be subject to taxation by that jurisdiction
      or that any of them must file Tax Returns.

    


    (f) None
      of
      the assets or properties of the Parent or any of its Subsidiaries constitutes
      tax-exempt bond financed property or tax-exempt use property within the meaning
      of Section 168 of the Code. Neither the Parent nor any of its Subsidiaries
      is a party to any “safe harbor lease” within the meaning of
      Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax
      Equity and Fiscal Responsibility Act of 1982, or to any “long-term contract”
within the meaning of Section 460 of the Code. Neither the Parent nor any
      of its Subsidiaries has ever been a United States real property holding
      corporation within the meaning of Section 897(c)(2) of the Code. Parent is
      not a “foreign person” within the meaning of Section 1445 of the
      Code.

    


    
      
        
        

      

      
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    (g) Neither
      the Parent nor any of its Subsidiaries has agreed to or is required to make
      by
      reason of a change in accounting method or otherwise, or could be required
      to
      make by reason of a proposed or threatened change in accounting method or
      otherwise, any adjustment under Section 481(a) of the Code. Neither the Parent
      nor any of its Subsidiaries has been the “distributing corporation” (within the
      meaning of Section 355(c)(2) of the Code) with respect to a transaction
      described in Section 355 of the Code within the 5-year period ending as of
      the
      date of this Agreement.

    


    (h) No
      Subsidiary of the Parent that is incorporated in a non-U.S. jurisdiction has,
      or
      at any time has had, an investment in “United States property” within the
      meaning of Section 956(c) of the Code. No Subsidiary of the Parent is, or at
      any
      time has been, a passive foreign investment company within the meaning of
      Section 1297 of the Code and neither Parent nor any of its Subsidiaries is
      a shareholder, directly or indirectly, in a passive foreign investment company.
      No Subsidiary of the Parent that is incorporated in a non-U.S. jurisdiction
      is,
      or at any time has been, engaged in the conduct of a trade or business within
      the United States, or treated as or considered to be so engaged.

    


    (i) Neither
      the Parent nor any of its Subsidiaries (i) has ever been a party to any Tax
      allocation or sharing agreement or Tax indemnification agreement, (ii) has
      ever been a member of an affiliated, consolidated, condensed or unitary group,
      or (iii) has any Liability for or obligation to pay Taxes of any other
      Person under Treas. Reg. 1.1502-6 (or any similar provision of Tax Law), or
      as
      transferee or successor, by Contract or otherwise. Neither the Parent nor any
      of
      its Subsidiaries is a party to any joint venture, partnership, or other
      arrangement that is treated as a partnership for federal income tax
      purposes.

    


    (j) Neither
      the Parent nor any of its Subsidiaries will be required to include any item
      of
      income in, or exclude any item of deduction from, taxable income for any taxable
      period (or portion thereof) ending after the Effective Time as a result of
      any:
      (i) intercompany transactions or excess loss accounts described in Treasury
      regulations under Section 1502 of the Code (or any similar provision of
      state, local, or foreign Tax Law), (ii) installment sale or open
      transaction disposition made on or prior to the Effective Time, or
      (iii) prepaid amount received on or prior to the Effective
      Time.

    


    (k) The
      Parent has not entered into any transaction that constitutes a “reportable
      transaction” within the meaning of Treasury
      Regulation Section 1.6011-4(b).

    


    (l) Section
      5.8(l) of the Parent Disclosure Schedule lists each person who the Parent
      reasonably believes is, with respect to the Parent or any Affiliate of the
      Parent, a “disqualified individual” within the meaning of Section 280G of
      the Code and the Regulations thereunder.

    


    (m) Neither
      the Parent nor, to the Knowledge of Parent, any of its Affiliates has taken
      or
      agreed to take any action (other than actions contemplated by this Agreement)
      that would reasonably be expected to prevent the Merger from constituting a
      “reorganization” under Section 368 of the Code. The Parent is not aware of
      any agreement or plan to which the Parent or any of its Affiliates is a party
      or
      other circumstances relating to the Parent or any of its Affiliates that could
      reasonably be expected to prevent the Merger from so qualifying as a
“reorganization” under Section 368 of the Code.

    


    
      
        
        

      

      
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    (n) Except
      as
      may be specified in Section 5.8(n) of the Parent Disclosure Schedule, the unpaid
      Taxes of the Parent (i) did not, as of the date of the Most Recent Parent
      Balance Sheet, exceed the reserve for Tax liability (rather than any reserve
      for
      deferred Taxes established to reflect timing differences between book and Tax
      income) set forth on the face of the Most Recent Parent Balance Sheet (rather
      than in any notes thereto), and (ii) will not exceed that reserve as
      adjusted for the passage of time through the Closing Date in accordance with
      the
      past custom and practice of the Parent in filing its Tax Returns. Since the
      date
      of the Most Recent Parent Balance Sheet, the Parent has not incurred any
      liability for Taxes arising from extraordinary gains or losses, as that term
      is
      used in GAAP, outside the Ordinary Course of Business consistent with past
      custom and practice.

    


    5.9 Absence
      of Litigation.
      There
      is no claim, action, Proceeding or investigation pending or, to the Knowledge
      of
      Parent, threatened against Parent or any Subsidiary of Parent including Merger
      Sub, before any arbitrator or Governmental Authority, which (a) individually
      or
      in the aggregate, would reasonably be expected to have a Material Adverse Effect
      on Parent, or (b) seeks to delay or prevent the consummation of the Merger.
      Neither Parent nor Merger Sub, nor any property or asset of Parent or Merger
      Sub
      is in violation of any Order, writ, judgment, injunction, decree, determination
      or award having, individually or in the aggregate, a Material Adverse Effect.
      

    


    5.10 Related
      Party Transactions.
       There
      are
      no Contracts of any kind, written or oral, entered into by the Parent or any
      of
      its Subsidiaries with, or for the benefit of, any officer, director or
      stockholder of the Parent or, to the Knowledge of the Parent, any Affiliate
      of
      any of them, except in each case, for (a)  reimbursements of ordinary and
      necessary expenses incurred in connection with their services, (b) the
      occupancy of certain of the Parent’s facilities which do not provide for the
      payment of significant amounts of rent, and (c) as may have otherwise been
      disclosed in the Parent SEC Reports. 

    


    5.11 Ownership
      of Merger Sub; No Prior Activities.
      

    


    (a) Merger
      Sub was formed solely for the purpose of engaging in the transactions
      contemplated by this Agreement.

    


    (b) As
      of the
      date hereof and the Effective Time, except for obligations or Liabilities
      incurred in connection with its incorporation or organization and the
      Transactions, and except for this Agreement and any other agreements or
      arrangements contemplated by this Agreement, Merger Sub has not and will not
      have incurred, directly or indirectly, through any Subsidiary or Affiliate,
      any
      obligations or Liabilities or engaged in any business activities of any type
      or
      kind whatsoever or entered into any agreements or arrangements with any
      Person.

    


    5.12 Absence
      of Certain Changes or Events.
      Since
      the date of the most recently filed Parent SEC Reports that included financial
      statements, and except as may be contemplated by, or disclosed pursuant to,
      this
      Agreement, including Section 5.12 of the Parent Disclosure
      Schedule:

    


    (a) there
      has
      not been any event or events (whether or not covered by insurance), individually
      or in the aggregate, which have had a Material Adverse Effect on the Parent
      or
      any of its Subsidiaries, including without limitation the imposition of any
      security interests on any of the assets of the Parent or any of its
      Subsidiaries;


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (b) there
      have not been any amendments or other modifications to the certificate of
      incorporation or bylaws of either the Parent or any of its Subsidiaries;


    


    (c) there
      has
      not been any entry by the Parent nor any of its Subsidiaries into any commitment
      or transaction material to the Parent or such Subsidiaries, except in the
      Ordinary Course of Business and consistent with past practice, including without
      limitation any (i) borrowings or the issuance of any guaranties, (ii) any
      capital expenditures in excess of $1,000, or (iii) any grant of any increase
      in
      the base compensation payable, or any loans, to any directors, officers or
      employees;

     

    (d) there
      has
      not been, other than pursuant to the Plans, any increase in or establishment
      of
      any bonus, insurance, severance, deferred compensation, pension, retirement,
      profit sharing, stock option, stock purchase or other employee benefit plan,
      except in the Ordinary Course of Business consistent with past
      practice.

     

    (e) there
      have not been any material changes by the Parent in its accounting methods,
      principles or practices;

    


    (f) neither
      Parent nor any of its Subsidiaries has declared, set aside or paid any dividend
      or other distribution (whether in cash, stock or property) with respect to
      any
      of its securities;

    


    (g) neither
      Parent nor any of its Subsidiaries has split, combined or reclassified any
      of
      its securities, or issued, or authorized for issuance, any
      securities;

    


    (h) there
      has
      not been any material damage, destruction or loss with respect to the property
      and assets of Parent or any of its Subsidiaries, whether or not covered by
      insurance;

    


    (i) there
      has
      not been any revaluation of Parent’s or any of its Subsidiaries’ assets,
      including writing down the value of inventory or writing off notes or accounts
      receivable, other than in the Ordinary Course of Business consistent with past
      practice; and

    


    (j) neither
      Parent nor any of its Subsidiaries has agreed, whether in writing or otherwise,
      to do any of the foregoing.

     

    5.13 No
      Illegal Payments.
       None
      of
      Parent, any of its Subsidiaries or, to the Knowledge of the Parent, any
      Affiliate, officer, agent or employee thereof, directly or indirectly, has,
      since inception, on behalf of or with respect to the Parent or any of its
      Subsidiaries, (a) made any unlawful domestic or foreign political
      contributions, (b) made any payment or provided services which were not
      legal to make or provide or which the Parent, any of its Subsidiaries or any
      Affiliate thereof or any such officer, employee or other Person should
      reasonably have known were not legal for the payee or the recipient of such
      services to receive, (c) received any payment or any services which were
      not legal for the payer or the provider of such services to make or provide,
      (d) had any material transactions or payments which are not recorded in its
      accounting books and records, or (e) had any off-book bank or cash accounts
      or “slush funds.”

    


    5.14 Antitakeover
      Statutes.
       Parent
      has taken all action believed to be necessary to exempt the Merger, this
      Agreement, the Voting and Lock-Up Agreements, and the Transactions from
      Section 203 of the DGCL.  Neither
      such Section nor any other anti-takeover or similar Law applies or purports
      to
      apply to the Transactions.  No
      other
“control share acquisition,” “fair price,” “moratorium” or other anti-takeover
      Laws apply to this Agreement or any of the Transactions.


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    


    5.15 Compliance
      with Securities Laws.
       Except
      to
      the extent as would not have a Material Adverse Effect, individually or in
      the
      aggregate, on the Parent or any of its Subsidiaries, the offering and issuance
      by the Parent and any of its Subsidiaries of all securities to date were made
      and completed in substantial compliance with all applicable state and federal
      securities Laws.

    


    5.16 Brokers
      or Finders.
      No
      broker, finder or investment banker is entitled to any brokerage, finder’s or
      other fee or commission in connection with the Transactions based upon
      arrangements made by or on behalf of Parent or Merger Sub.

    


    ARTICLE
      VI

    


    COVENANTS
      RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER

    


    6.1 Conduct
      of Business by the Company Pending the Merger.
      The
      Company covenants and agrees that, between the date of this Agreement and the
      Effective Time, except as set forth in Section 6.1 of the Company Disclosure
      Schedule or as contemplated by any other provision of this Agreement, and unless
      Parent shall otherwise agree in writing, (1) the business of the Company and
      any
      of its Subsidiaries shall be conducted only in, and the Company and any such
      Subsidiaries shall not take any action except in, the Ordinary Course of
      Business, (2) the Company shall use all reasonable efforts to preserve
      substantially intact its business organization, to keep available the services
      of the current officers, employees and consultants of the Company and any of
      its
      Subsidiaries and to preserve the current relationships of the Company and such
      Subsidiaries with customers, suppliers and other persons with which the Company
      and any of its Subsidiaries has significant business relations, (3) comply
      with
      all applicable Laws, (4) prepare and timely file all foreign, Federal, state
      and
      local Tax Returns as required by applicable Law, and make timely payment of
      all
      applicable Taxes when due, (5) use reasonable efforts to obtain, prior to the
      Closing Date, all Required Company Consents, (6) take all actions to be in
      substantial compliance with all Company Permits, (7) make full and timely
      payment of all amounts required to be contributed under the terms of each Plan
      and applicable Law or required to be paid as expenses under any such Plan,
      and
      (8) the Company will not, and will not permit any Subsidiary to:

    


    (a) amend
      or
      otherwise change its Articles of Incorporation or Bylaws;

    


    (b) issue,
      sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale,
      pledge, disposition, grant or encumbrance of, (i) any shares of capital stock
      of
      the Company or any Subsidiary of any class, or any options, warrants,
      convertible securities or other rights of any kind to acquire any shares of
      such
      capital stock, or any other ownership interest (including, without limitation,
      any phantom interest), of the Company (except for shares of the Company Common
      Stock, if any, issuable under agreements currently in effect on the date hereof
      and described in Section 4.4(a) of the Company Disclosure Schedule), or (ii)
      any
      of the Company’s or any Subsidiaries’ assets, except for sales in the Ordinary
      Course of Business and in a manner consistent with past practice;

    


    (c) declare,
      set aside, make or pay any dividend or other distribution, payable in cash,
      stock, property or otherwise, with respect to any of its capital
      stock;


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (d) reclassify,
      combine, split, divide or redeem, purchase or otherwise acquire, directly or
      indirectly, any of its capital stock;

    


    (e) (i)
      acquire (including, without limitation, by merger, consolidation, or acquisition
      of stock or assets) any interest in any Person or any division thereof or any
      assets, other than the acquisition of assets in the Ordinary Course of Business
      consistent with past practice; (ii) merge with any Person (other than Merger
      Sub), (iii) incur any indebtedness for borrowed money or issue any debt
      securities or assume, guarantee or endorse, or otherwise as an accommodation
      become responsible for, the obligations of any Person, or make any loans or
      advances; (iv) enter into any Contract material to the business, results of
      operations or financial condition of the Company other than in the Ordinary
      Course of Business, consistent with past practice; (v) authorize any capital
      expenditure, other than capital expenditures set forth in Section 4.19(a)(ix)
      of
      the Company Disclosure Schedule; or (vi) enter into or amend any Contract with
      respect to any matter set forth in this subsection (e);

    


    (f) 
      (i)
      increase the compensation payable or to become payable to any director, officer
      or other employee, or grant any bonus, to, or grant any severance or termination
      pay to, or enter into any employment or severance agreement with any director,
      officer or other employee of the Company or any Subsidiary or enter into or
      amend any collective bargaining agreement, or (ii) establish, adopt, enter
      into
      or amend any bonus, profit sharing, thrift, compensation, stock option,
      restricted stock, pension, retirement, deferred compensation or other plan,
      trust or fund for the benefit of any director, officer or class of
      employees;

    


    (g) settle
      or
      compromise any pending or threatened litigation which is material or which
      relates to the Transactions; 

    


    (h) grant
      or
      convey to any Person any rights, including, but not limited to, by way of sale,
      license or sub-license, in any of the Company Intellectual
      Property;

    


    (i) make
      any
      Tax election, change its method of Tax accounting or settle any claim relating
      to Taxes;

    


    (j) make
      any
      change in any of the Company’s or any of its Subsidiaries accounting methods or
      in the manner of keeping each of their respective books and records or any
      change in any of their respective current practices with respect to inventory,
      sales, receivables, payables or accrued expenses; 

    


    (k) file
      or
      cause to be filed any registration statements under the Securities Act or
      Exchange Act relating to any of its capital stock or other
      securities;

    


    (l) take
      any
      action or omit to do any act within its reasonable control which action or
      omission is reasonably likely to result in any of the conditions to the Merger
      not being satisfied, except as may be required by applicable Law;

    


    (m) take
      or
      omit to take any action that would result in the representations and warranties
      hereunder being rendered untrue in any material respect; or 

    


    (n) agree
      to
      do any of the foregoing.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    6.2 Conduct
      of Business by Parent Pending the Merger.
      Parent
      covenants and agrees that, between the date of this Agreement and the Effective
      Time, except as may be set forth in Section 6.2 of the Parent Disclosure
      Schedule, as contemplated by any other provision of this Agreement, or as may
      not have a Material Adverse Effect on the Parent or any of its Subsidiaries,
      and
      unless the Company shall otherwise agree in writing (which agreement shall
      not
      be unreasonably withheld), (i) the businesses of the Parent and Merger Sub
      shall
      be conducted only in, and the Parent shall not, and shall cause Merger Sub
      not
      to, take any action except in, the Ordinary Course of Business consistent with
      past practice, (ii) Parent shall timely file all Parent SEC Reports as may
      be
      required under the Exchange Act (including any extensions afforded by way of
      compliance with Rule 12b-25 thereunder, if applicable), (iii) Parent shall
      comply with all applicable Laws, (iv) Parent shall prepare and timely file
      all
      foreign, Federal, state and local Tax Returns as required by applicable Law,
      and
      make timely payment of all applicable Taxes when due, (v) Parent shall not
      amend
      any of the terms or provisions of the Parent Common Stock, (vi) Parent shall
      not
      take any action or omit to do any act within its reasonable control which action
      or omission is reasonably likely to result in any of the conditions to the
      Merger not being satisfied, except as may be required by applicable Law, and
      (vii) Parent shall take or omit to take any action that would result in the
      representations and warranties hereunder being rendered untrue in any material
      respect.

    


    6.3 Conduct
      of Company Principal Stockholder Pending the Merger.
      The
      Company Principal Stockholder covenants and agrees to refrain from taking any
      action, directly or indirectly, that is intended to, would, or that might
      reasonably be likely to, (i) discourage Company Stockholders from approving
      the
      Merger and this Agreement as required under the DGCL and the bylaws of the
      Company, or (ii) encourage,
      or that might otherwise result in, any holder of Dissentable Shares becoming
      a
      Dissenting Holder. 

     

    ARTICLE
      VII

    


    ADDITIONAL
      AGREEMENTS

    


    7.1 Voting
      and Lock-Up Agreement.
      Contemporaneously with the execution of this Agreement, the Company Principal
      Stockholder shall have delivered to Parent an executed Voting and Lock-Up
      Agreement.

    


    7.2 Certain
      Corporate and Securities Compliance.

     

    (a) The
      Company hereby agrees that, as soon as practicable after the execution of this
      Agreement, it shall take whatever action may be reasonably necessary to (i)
      solicit and obtain, and forward to Parent, completed securityholder
      questionnaires (in form satisfactory to Parent) from all Company securityholders
      regarding their investor qualification, (ii) complete the independent audit
      of
      its financial statements by a PCAOB registered auditing firm, and immediately
      make available such audited financial statements to Parent, and (iii) obtain
      and
      deliver to Parent an opinion of counsel, in form satisfactory to Parent, that
      the Merger will qualify as a tax-free reorganization under the Code.


    


    (b) As
      soon
      as practicable after the execution of this Agreement, Parent, in conjuction
      with
      the Company, shall prepare or cause to be prepared a private placement
      memorandum ”) (including any amendments or supplements thereto, the
“Offering
      Memorandum”)
      suitable and appropriate for the exempt private offering associated with the
      sale of the Merger Securities from Parent to all holders of Cancelable
      Securities (collectively, the “Company
      Securityholders”).
      Parent
      shall give the Company, its counsel and its independent accountants/auditors
      a
      reasonable opportunity to review, comment upon, and propose edits to the
      Offering Memorandum prior to distributing it to Company Securityholders, and,
      also prior to distributing the Offering Memorandum to Company Securityholders,
      Parent shall have obtained the written authorization of the Company as to the
      accuracy and completeness of the information relating to the Company and its
      Subsidiaries contained therein. 


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    (c) The
      Company hereby agrees to cooperate, and agrees to use all reasonable efforts
      to
      cause its Subsidiaries and Affiliates to cooperate, with Parent’s officers,
      directors, employees, accountants, counsel and/or other agents retained by
      Parent (“Parent
      Representatives”)
      in
      connection with the preparation of any and all information required, as
      determined by Parent, to be disclosed pursuant to applicable securities Laws
      in
      the Offering Memorandum, as applicable. The Company shall furnish all
      information concerning itself as may be reasonably requested by Parent or its
      counsel in connection with the foregoing, including without limitation complete
      financial statements as required under the Securities Act and/or the regulations
      promulgated thereunder, which financial statements shall have been fully audited
      by a PCAOB registered independent auditing firm. The Company shall, and shall
      cause its Subsidiaries to, afford to the Parent Representatives reasonable
      access to its properties, assets and records during the period prior to the
      Effective Time to obtain all information concerning its business as Parent
      may
      reasonably request. The Company shall furnish to Parent all such documents
      and
      copies of documents and records and information with respect to itself and
      its
      Subsidiaries, and copies of any working papers relating thereto, as Parent
      may
      reasonably request. Anything to the contrary notwithstanding, nothing in this
      Section 7.2(c) shall require the Company to provide any access, or to disclose
      any information, if permitting such access or disclosing such information would
      (a) violate applicable Law, (b) violate any of its obligations with
      respect to confidentiality (provided,
      however,
      that
      the Company shall, upon the request of Parent, use its reasonable best efforts
      to obtain the required consent of any third party to such access or disclosure),
      or (c) result in the loss of attorney-client privilege (provided,
      however,
      that
      the Company shall use its reasonable best efforts to allow for such access
      or
      disclosure in a manner that does not result in a loss of attorney-client
      privilege). The Company shall reasonably avail itself to the Parent regarding
      its business on an as-requested basis.

    


    (d) In
      connection with the Offering Memorandum:

    


    (i) Parent
      shall use its reasonable best efforts to take any and all action required under
      any applicable federal or state securities Laws in connection with the issuance
      of the Merger Securities pursuant to the Merger. 

    


    (ii) As
      soon
      as practicable following the time at which approval of the contents of the
      Offering Memorandum has been obtained from the Company by Parent, the Company,
      in accordance with the requirements of its bylaws and the DGCL, as applicable,
      and subject to any procedural and/or other directives as may be required in
      relation to federal and/or state securities compliance in the exclusive
      determination of Parent, shall:

    


    (A) prepare,
      distribute and deliver a package to all Company Stockholders entitled to vote
      on
      the Merger under applicable Law which package shall contain (a) a letter (in
      form satisfactory to Parent) advising that the board of directors of the Company
      recommends that they approve the Merger and this Agreement and soliciting their
      written consent thereto, together with (b) a form of majority written
      stockholders’ consent approving the Merger and this Agreement for them to
      execute and return, (c) a complete copy of the Offering Memorandum, and (d)
      a
      form of Parent subscription agreement (provided by Parent); and



    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    


    (B) use
      its
      diligent best efforts thereafter to promptly solicit and obtain the written
      consents from each such Company Stockholders, together with corresponding
      subscription agreements. 

    


    (iii) To
      the
      extent that the Company is successful in obtaining the majority written consent
      of the Company Stockholders approving the Merger and this Agreement, upon the
      obtaining of such consent, the Company, in accordance with the requirements
      of
      its bylaws and the DGCL, as applicable, and subject to any procedural and/or
      other directives as may be required in relation to federal and/or state
      securities compliance in the exclusive discretion of Parent, shall promptly
      prepare, distribute and deliver a package to each of the Company Stockholders
      entitled to vote in relation to the Merger exclusive of those from which the
      majority written consent of the Company Stockholders approving the Merger and
      this Agreement was previously obtained, which package shall contain a letter
      (in
      form satisfactory to Parent) indicating that the Company shall have previously
      obtained the written consent of Company Stockholders representing a majority
      of
      the shares of the capital stock of the Company entitled to vote on the Merger
      and this Agreement, and that approval of the Merger and this Agreement shall
      have therefore been duly obtained, but that he/she/it may nonetheless elect
      not
      to have his/her/its Dissentable Shares exchanged in the Merger and pursue
      his/her/its appraisal rights under the DGCL. 

    


    (iv) To
      the
      extent that the Company is unsuccessful in obtaining a majority written consent
      of the Company Stockholders approving the Merger and this Agreement, and subject
      to any procedural and/or other directives as may be required in relation to
      federal and/or state securities compliance in the exclusive discretion of
      Parent, the Company shall as promptly as practicable take all action necessary
      under the DGCL and its bylaws to duly call, convene and hold a special meeting
      of Company Stockholders for the purposes of considering, among other potential
      proposals, a proposal to approve the Merger and this Agreement, and each of
      the
      Company and the Company Principal Stockholder shall use their best
      efforts to solicit from the Company Stockholders proxies in favor of such
      approval and
      take
      all other action it deems advisable to secure the vote of its stockholders
      required by the DGCL to obtain such approvals. In connection with any such
      special meeting of stockholders, and
      subject to any procedural and/or other directives as may be required in relation
      to federal and/or state securities compliance in the exclusive discretion of
      Parent, the
      Company agrees to provide a
      proxy
      statement to all Company Stockholders which includes (i) the contents of the
      Offering Memorandum, and (ii) a statement advising that the board of directors
      of the Company recommends that they approve the Merger and this Agreement.
      

    


    (v) The
      information provided by the Company for inclusion in the Offering Memorandum
      shall not, (A) at the time provided, or (B) at the time the Company proxy
      statement (inclusive of the Offering Memorandum) is first mailed to Company
      Stockholders, contain any untrue statement of a material fact or fail to state
      any material fact required to be stated therein or necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading. If, at any time prior to the Effective Time, any event
      or
      circumstance relating to the Company and/or its Subsidiaries, or their
      respective officers or directors, should be discovered by the Company that
      should be set forth in an amendment or a supplement to the Offering Memorandum
      so that any of such documents will not contain any untrue statement of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading, the Company shall promptly inform Parent in writing.
      

    


    (vi) Any
      Merger Securities issued pursuant to the Offering Memorandum shall constitute
      “restricted securities” within the meaning of the Securities Act, and, as such,
      any certficates reflecting such Merger Securities shall contain a restrictive
      legend. 


    
      
        
        

      

      
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    (e) Upon
      such
      date (the “Closing
      Lockdown Date”)
      as (1)
      the Company shall have obtained the requisite approval of its stockholders
      to
      the Merger and this Agreement in accordance with the DGCL and its bylaws, and
      (2) each of Parent and the Company shall have agreed in writing to a specified
      date for Closing, and to the extent that the Company has issued and outstanding
      less than ninety five million (95,000,000) shares of common stock on a
      Fully-Diluted Basis as of the Closing Lockdown Date, Parent shall be given
      a
      reasonable period thereafter in which to take whatever steps as may be
      reasonably necessary to effect a redemption (the consideration for which shall
      be the greater of par value or book value as of the Closing Lockdown Date,
      plus
      the incremental value to be realized in the retained shares as a result of
      the
      Merger) of such number of shares of Parent Common Stock from the holders thereof
      on a pro-rata basis such that, collectively, the remaining shares of Parent
      Common Stock issued and outstanding following such redemption would equal five
      percent (5%) of the sum of (x)
      the
      number of shares of Parent Common Stock then outstanding, plus (y)
      the
      number of shares of Company Common Stock then outstanding on a Fully-Diluted
      Basis (the “Parent
      Common Stock Redemption”).
      From
      and after the Parent Common Stock Redemption, the Company shall be prohibited
      from issuing any securities of any kind (the “Pre-Closing
      Company Standstill Commitment”).
      

    


    (f) It
      is
      acknowledged that each of the Parent and the Company have made a determination,
      and agreed, to forego the obtaining of any fairness opinion in relation to
      the
      Merger.

     

    (g) At
      least
      ten (10) days prior to the Closing Date, and pursuant to the Exchange Act
      Section 14(f), Parent, with the fullest of cooperation and assistance of the
      Company applying its reasonable best efforts, shall prepare, file with the
      SEC,
      and mail to its stockholders, a Schedule 14F. 

    


    7.3 Regulatory
      Approvals.

    


    (a) Each
      of
      the Company, Parent and Merger Sub shall promptly apply for, and take all
      reasonably necessary actions to obtain or make, as applicable, all
      Authorizations, Orders, declarations and filings with, and notices to, any
      Governmental Authority required to be obtained or made by it for the
      consummation of the Transactions. Each Party shall cooperate with and promptly
      furnish information to the other Parties necessary in connection with any
      requirements imposed upon such other Parties in connection with the consummation
      of the Merger.

    


    (b) Each
      of
      the Company and Parent shall give the other reasonable prior notice of any
      communication with, and any proposed understanding or agreement with, any
      Governmental Authority regarding any Authorizations, Orders, declarations and
      filings with, and notices to, any Governmental Authority, and permit the other
      to review and discuss in advance, and consider in good faith the views of the
      other in connection with, any proposed communication, understanding or agreement
      with any Governmental Authority with respect to the Merger and the Transactions.
      Notwithstanding the foregoing, neither the Company nor Parent shall be required
      to nor any of their respective Affiliates shall have any obligation to contest,
      administratively or in court, any ruling, order or other action of any
      Governmental Authority or any other Person respecting the
      Transactions.

    


    
      
        
        

      

      
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    7.4 Public
      Announcements.
      If
      there is an initial press release relating to this Agreement, it shall be a
      joint press release the text of which shall have been agreed to in writing
      in
      advance by each of Parent and the Company. Thereafter, each of Parent and the
      Company shall not issue any press release or otherwise make any public
      statements with respect to this Agreement or any of the Transactions without
      the
      prior written consent of the other Party; provided,
      however,
      that a
      Party may, without such consent (but after prior consultation to the extent
      practicable under the circumstances), issue such press releases and make such
      public statements and/or disclosures that it reasonably determines are required
      under applicable Law, including without limitation the Exchange Act, or the
      rules of the OTCBB or, if applicable, the NASDAQ Capital Market or American
      Stock Exchange. Notwithstanding the foregoing, a Party may make public
      statements in response to questions from the press, analysts and investors
      and
      make internal announcements to employees, so long as such statements and
      announcements are accurate and not misleading, consistent with previous press
      releases or public statements made jointly by the Company and Parent, and do
      not
      contain forward-looking statements of any kind.

    


    7.5 Tax
      Free Reorganization.
      Each of
      the Company and Parent shall use their reasonable best efforts, and shall cause
      their respective Subsidiaries to use their reasonable best efforts, to take
      or
      cause to be taken any action necessary for the Merger to qualify as a
“reorganization” within the meaning of Section 368(a) of the Code. Neither the
      Company nor Parent shall (and following the Effective Time, Parent shall cause
      the Surviving Corporation not to) take any action that would cause the Merger
      to
      fail to qualify as a “reorganization” within the meaning of Section 368(a) of
      the Code. This Agreement is intended to constitute a “plan of reorganization”
within the meaning of Section 1.368-2(g) of the income tax regulations
      promulgated under the Code.

    


    7.6 Consents.
      The
      Company shall, and shall cause each of its Subsidiaries to, use its reasonable
      best efforts to obtain all Required Company Consents.

    


    7.7 Notification
      of Certain Matters.
      Each of
      the Company and Parent shall give prompt notice to the other Party of any fact,
      event or circumstance known to it (a) that individually or taken together
      with all other facts, events and circumstances known to it, has had or could
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect on the Company or Parent or a Material Adverse Effect on the
      Company and its Subsidiaries or Parent and its Subsidiaries, in each case taken
      as a whole, (b) that would cause or constitute a breach of any of its
      representations, warranties, covenants or agreements contained herein,
      (c) that would cause the failure of any condition precedent to its
      obligations, (d) regarding any consent of a third party that is or may be
      required in connection with the Merger, (e) relating to any notice or other
      communication from any Governmental Authority in connection with the Merger,
      or
      (f) in respect of any Proceedings commenced relating to it or any of its
      Subsidiaries that, if pending on the date of this Agreement, would have been
      required to have been disclosed pursuant to Section 4.20 or Section 5.9, as
      applicable; provided,
      however,
      that
      (i) the delivery of any notice pursuant to this Section 7.8 shall not
      prevent or cure any misrepresentations, breach of warranty or breach of
      covenant, and (ii) disclosure by the Company or Parent pursuant to this Section
      7.8 shall not be deemed to amend or supplement either the Company Disclosure
      Schedule or the Parent Disclosure Schedule, or constitute an exception to any
      representation or warranty under this Agreement.


     

    7.8 Conveyance
      Taxes.
      Each of
      the Company and Parent shall cooperate in the preparation, execution and filing
      of all returns, questionnaires, applications or other documents regarding any
      Taxes which become payable in connection with the Transactions that are required
      or permitted to be filed on or before the Effective Time.

    


    7.9 Dissenter’s
      Rights.
      Except
      as otherwise required by applicable Law, neither the Company, the Company
      Principal Stockholder, nor Parent shall do anything, either directly or
      indirectly, that is intended to, or would, encourage, or that might otherwise
      result in, any holder of Dissentable Shares becoming a Dissenting Holder.



    
      
        
        

      

      
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    7.10 Post-Closing
      Current Report Filing on Form 8-K.
      Within
      four Business Days of the Closing Date, Parent (following the change in control)
      shall file with the SEC a current report on Form 8-K regarding consummation
      of
      the Merger pursuant to Items
      5.01, 5.02, and/or 5.06 of such form (or such other Items as may otherwise
      be
      appropriate). 

    


    7.11 Post-Closing
      Establishment of Trading Market; Quotation; Listing.
      As soon
      as practicable following the Closing Date, the Parent (following the change
      in
      control) shall use its reasonable best efforts to cause the Parent Common Stock,
      as a class, to become authorized for quotation, and to be quoted, on the OTCBB,
      and/or to the extent qualified, to become authorized for listing, and to become
      listed, on the NASDAQ Capital Market, including, as applicable, the preparation,
      filing and prosecution of a Form 211 with FINRA in accordance with Rule 15c-211
      under the Exchange Act and/or a listing application. 

    


    7.12 Certain
      Registration Obligations.
      

    


    (a) Within
      sixty (60) days following the Closing Date, Parent (following
      the change in control) shall
      have prepared, and shall file, in each case at its own expense, a registration
      statement covering the resale of the Registrable Securities on Form S-1 or
      such
      other appropriate registration form of the SEC for the Parent as of such date
      as
      shall permit the disposition of such Registrable Securities in accordance with
      the intended method or methods of disposition specified in the registration
      statement (the “Resale
      Registration Statement”).
      Parent (following
      the change in control) shall
      thereafter use its best efforts to cause the Resale Registration Statement
      to be
      declared effective by the SEC as soon as possible.

    


    (b)
      From
      and after the date of effectiveness of the Resale Registration Statement, Parent
      (following
      the change in control) shall
      do
      each the following: 

    


    (i) prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection therewith as may be necessary
      to
      keep such Resale Registration Statement effective and to comply with the
      provisions of the Securities Act with respect to the disposition of all
      Registrable Securities covered by such registration statement until such time
      as
      all of the securities which are the subject of such registration statement
      cease
      to be Registrable Securities;

    


    (ii)
      furnish to each holder of Registrable Securities covered by such Resale
      Registration Statement such number of conformed copies of such Resale
      Registration Statement and of each such amendment and supplement thereto (in
      each case including all exhibits), such number of copies of the prospectus
      contained in such registration statement (including each preliminary prospectus
      and any summary prospectus) and any other prospectus filed under Rule 424 under
      the Securities Act, in conformity with the requirements of the Securities,
      and
      such other documents, as such holder of Registrable Securities may reasonably
      request in order to facilitate the public sale or other disposition of the
      Registrable Securities owned by such holder of Registrable Securities;


    


    (iii)
      use
      its reasonable best efforts to register or qualify all Registrable Securities
      and other securities covered by such Resale Registration Statement under such
      other state securities Laws as any holder of Registrable Securities thereof
      shall reasonably request, to keep such registrations or qualifications in effect
      for so long as such Resale Registration Statement remains in effect, and take
      any other action which may be reasonably necessary to enable such holder of
      Registrable Securities to consummate the disposition in such jurisdictions
      of
      the Registrable Securities owned by such holder; provided,
      however,
      that
      Parent shall not for any such purpose be required to qualify generally to do
      business as a foreign corporation in any jurisdiction wherein it would not
      but
      for the requirements of this subdivision (iii) be obligated to be so qualified
      or to consent to general service of process in any such
      jurisdiction;


    
      
        
        

      

      
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    (iv) use
      its
      reasonable best efforts to cause all Registrable Securities covered by such
      Resale Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to enable the holders
      of Registrable Securities to consummate the disposition of such Registrable
      Securities;

    


    (v) furnish
      to each holder of Registrable Securities a signed counterpart, addressed to
      such
      holder of Registrable Securities, and the underwriters, if applicable, of an
      opinion of counsel for Parent, dated the effective date of such Resale
      Registration Statement (or, if such registration includes an underwritten public
      offering, an opinion dated the date of the closing under the underwriting
      agreement), reasonably satisfactory in form and substance to such holder of
      Registrable Securities, including that the prospectus and any prospectus
      supplement forming a part of the Resale Registration Statement does not contain
      an untrue statement of a material fact or omit a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading; and

    


    (vi) notify
      the holders of Registrable Securities promptly and confirm such advice in
      writing promptly after Parent has Knowledge thereof:

    


    (A) when
      the
      Resale Registration Statement, the prospectus or any prospectus supplement
      related thereto or post-effective amendment to the Resale Registration Statement
      has been filed, and, with respect to the Resale Registration Statement or any
      post-effective amendment thereto, when the same has become
      effective;

    


    (B) of
      any
      request by the SEC for amendments or supplements to the Resale Registration
      Statement or the prospectus or for additional information;

    


    (C) of
      the
      issuance by the SEC of any stop order suspending the effectiveness of the Resale
      Registration Statement or the initiation of any proceedings by any Person for
      that purpose; and

    


    (D) of
      the
      receipt by Parent of any notification with respect to the suspension of the
      qualification of any Registrable Securities for sale under any federal or state
      securities Laws or the initiation or threat of any Proceeding for such
      purpose.

    


    (vii) notify
      each holder of Registrable Securities covered by such Resale Registration
      Statement, at any time when a prospectus relating thereto is required to be
      delivered under the Securities Act, upon discovery that, or upon the happening
      of any event as a result of which, the prospectus included in such Resale
      Registration Statement, as then in effect, includes an untrue statement of
      a
      material fact or omits to state any material facts required to be stated therein
      or necessary to make the statements therein not misleading in the light of
      the
      circumstances then existing, and, at the request of any such holder of
      Registrable Securities, promptly prepare and furnish to such holder of
      Registrable Securities a reasonable number of copies of a supplement to or
      an
      amendment of such prospectus as may be necessary so that, as thereafter
      delivered to the purchasers of such securities, such prospectus shall not
      include an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing;


    
      
        
        

      

      
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    (viii) use
      its
      best efforts to obtain the withdrawal of any order suspending the effectiveness
      of the Resale Registration Statement at the earliest possible
      moment;

    


    (ix)
      otherwise use its reasonable best efforts to comply with all applicable rules
      and regulations of the SEC, and make available to its security holders, as
      soon
      as reasonably practicable, an earnings statement covering the period of at
      least
      twelve (12) months, but not more than eighteen (18) months, beginning with
      the
      first full calendar month after the effective date of such registration
      statement, which earnings statement shall satisfy the provisions of Section
      11(a) of the Securities Act and Rule 158 thereunder;

    


    (x) enter
      into such agreements and take such other actions as the holders of Registrable
      Securities shall reasonably request in writing in order to expedite or
      facilitate the disposition of the Registrable Securities; and

    


    (xi) use
      its
      reasonable best efforts to list all Registrable Securities covered by such
      Resale Registration Statement on any national securities exchange on which
      any
      of the Registrable Securities are then listed.

    


    (c) This
      Section 7.12 is intended to be for the benefit of, and shall be enforceable
      by, the holders of Registrable Securities and their heirs and personal
      representatives, and shall be binding on the Parent and its successors and
      assigns. In the event that Parent or any of its successors or assigns (i)
      consolidates with or merges into any other Person and shall not be the
      continuing or surviving corporation or entity in such consolidation or merger,
      or (ii) transfers all or substantially all of its properties and assets to
      any Person, then, and in each case, proper provision shall be made so that
      the
      successors and assigns of the Parent shall be legally bound to honor the
      registration obligations set forth in this Section 7.12.

    


    7.13 Certain
      Liability & Indemnification.

    


    (a) With
      an
      understanding that all material information regarding the post-merger Parent
      to
      be provided in the Offering Memorandum furnished to Company Stockholders in
      connection with the issuance of the Merger Securities is information that,
      of
      necessity, shall have originated with, and been provided by, the Company, and
      provided that the written authorization of the Company in relation to the
      Offering Memorandum shall have been obtained by Parent pursuant to Section
      7.2(b), from and after the Effective Time, the Parent and the Company Principal
      Stockholder shall have full and complete direct and primary joint and several
      liability for any and all amounts for which any officer or director of Parent
      is
      otherwise found to be liable in connection with any actions arising, directly
      or
      indirectly, out of the offering by Parent of the Merger Securities.


    


    (b) From
      and
      after the Effective Time, the Parent and the Company Principal Stockholder,
      shall, jointly and severally and to the fullest extent permitted by applicable
      Law, indemnify, defend and hold harmless, and provide advancement of expenses
      to, each Person who is now, or has been at any time prior to the date hereof
      or
      who becomes prior to the Effective Time, an officer, director or employee of
      Parent (the “Indemnified
      Parties”)
      against all Damages, Liabilities or Orders or amounts that are paid in
      settlement of or in connection with any claim or Proceeding that is based in
      whole or in part on, or arises in whole or in part out of, the fact that such
      Person is or was a director, officer or employee of Parent, and pertaining
      to
      any matter existing or occurring, or any acts or omissions occurring, at or
      prior to the Effective Time, whether asserted or claimed prior to, or at or
      after, the Effective Time (including without limitation any matters, acts or
      omissions occurring in connection with the Parent Common Stock Redemption,
      the
      approval of this Agreement and the consummation of the Transactions, as well
      as
      matters arising out of any failures of disclosure in relation to the Offering
      Memorandum) to the same extent such Persons are entitled to be indemnified
      or
      have the right to advancement of expenses as of the date of this Agreement
      by
      Parent pursuant to its certificate of incorporation, bylaws, and/or any
      indemnification agreements in effect as of the date hereof.


    
      
        
        

      

      
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    (c) This
      Section 7.13 is intended to be for the benefit of, and shall be enforceable
      by, the Indemnified Parties and their heirs and personal representatives, and
      shall be binding on the Parent, the Company Principal Stockholder, and their
      respective successors and assigns. In the event that Parent or the Company
      Principal Stockholder, or any of their respective successors or assigns (i)
      consolidates with or merges into any other Person and shall not be the
      continuing or surviving corporation or entity in such consolidation or merger,
      or (ii) transfers all or substantially all of its properties and assets to
      any Person, then, and in each case, proper provision shall be made so that
      the
      successors and assigns of the Parent or Company Principal Stockholder, as
      applicable, shall be legally bound to honor the indemnification obligations
      set
      forth in this Section 7.13.

    


    7.14 Further
      Assurances.
      Upon
      the terms and subject to the conditions hereof, each of the Parties hereto
      shall
      execute such documents and other instruments and take such further actions
      as
      may be reasonably required from time to time to carry out the provisions hereof
      and consummate the Merger and the other Transactions.

    


    ARTICLE
      VIII

    


    CONDITIONS
      TO THE MERGER

    


    8.1 Conditions
      to the Obligations of Each Party to Effect the Merger.
      In
      addition to the other conditions set forth in this Article VIII, the obligations
      of the Company, Parent and Merger Sub to consummate the Merger are subject
      to
      the satisfaction on or prior to the Closing Date of the following
      conditions:

    


    (a) the
      Merger and this Agreement shall have been approved by the affirmative vote
      (or
      written consent) of a majority of the shares of Company Common Stock entitled
      to
      vote on the matter; 

    


    (b) all
      Authorizations and Orders of, declarations and filings with, and notices to
      any
      Governmental Authority required to permit the consummation of the Merger shall
      have been obtained or made and shall be in full force and effect;
      and

    


    (c) no
      temporary restraining order, preliminary or permanent injunction or other Order
      prohibiting the consummation of the Merger shall be in effect, and no Law shall
      have been enacted or shall be deemed applicable to the Merger which makes the
      consummation of the Merger unlawful.


    
      
        
        

      

      
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    8.2 Conditions
      to the Obligations of Parent and Merger Sub to Effect the Merger.
      The
      obligations of Parent and Merger Sub to consummate the Merger are subject to
      satisfaction (or waiver by Parent in its sole discretion) on or prior to the
      Closing Date of the following conditions:

    


    (a) Company
      Principal Stockholder shall have delivered an executed Voting and Lock-Up
      Agreement;

    


    (b) each
      of
      the representations and warranties of the Company set forth in this Agreement
      that is qualified by a Material Adverse Effect on the Company shall be true
      and
      correct at and as of the Closing Date as if made at and as of the Closing Date
      and each of such representations and warranties that is not so qualified shall
      be true and correct in all material respects at and as of the Closing Date
      as if
      made at and as of the Closing Date, except to the extent that such
      representations and warranties refer specifically to an earlier date, in which
      case such representations and warranties shall have been true and correct as
      of
      such earlier date;

    


    (c) each
      of
      the representations and warranties of the Company Principal Stockholder set
      forth in this Agreement that is qualified by a Material Adverse Effect on the
      Company shall be true and correct at and as of the Closing Date as if made
      at
      and as of the Closing Date and each of such representations and warranties
      that
      is not so qualified shall be true and correct in all material respects at and
      as
      of the Closing Date as if made at and as of the Closing Date, except to the
      extent that such representations and warranties refer specifically to an earlier
      date, in which case such representations and warranties shall have been true
      and
      correct as of such earlier date;

     

    (d) the
      Parent, at the expense of the Company, shall have procured directors and
      officers liability insurance coverage in an aggregate amount satisfactory to
      Parent from a carrier rated A++XV by A.M. Best & Company (or otherwise
      satisfactory to Parent), which coverage shall specifically include liability
      arising out of any errors or omissions that shall have occurred in connection
      with the offering and issuance of the Merger Securities;

    


    (e) the
      Company shall not have violated the Pre-Closing Company Standstill
      Commitment;

    


    (f) the
      Company shall have delivered an opinion of counsel to Parent, in form
      satisfactory to Parent, that the Merger will qualify as a tax-free
      reorganization under the Code; 

    


    (g) the
      Company shall have performed, or complied with, in all material respects all
      obligations required to be performed or complied with by it under this Agreement
      at or prior to the Closing Date, and the Company shall have delivered to Parent
      a certificate signed by the Chief Executive Officer of the Company to such
      effect;

    


    (h) there
      shall not have occurred any event, occurrence or change that has had, or could
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect on the Company;

    


    (i) each
      of
      Parent and Merger Sub shall have received a certificate signed by the Chief
      Executive Officer of the Company certifying as to the satisfaction of the
      conditions set forth in Sections 8.1 and 8.2 as of the Closing Date; and



    
      
        
        

      

      
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    (j) all
      actions to be taken by the Company in connection with consummation of the
      Transactions and all certificates, opinions, instruments, and other documents
      required to effect the Transactions will be reasonably satisfactory in form
      and
      substance to the Parent or its counsel.

    


    8.3 Conditions
      to the Obligations of the Company to Effect the Merger.
      The
      obligation of the Company to consummate the Merger is subject to satisfaction
      (or waiver by the Company in its sole discretion) on or prior to the Closing
      Date of the following conditions:

    


    (a) each
      of
      the representations and warranties of Parent set forth in this Agreement that
      is
      qualified by a Material Adverse Effect on Parent shall be true and correct
      at
      and as of the Closing Date as if made at and as of the Closing Date and each
      of
      such representations and warranties that is not so qualified shall be true
      and
      correct in all material respects at and as of the Closing Date as if made at
      and
      as of the Closing Date, except to the extent that (i) such representations
      and
      warranties refer specifically to an earlier date, in which case such
      representations and warranties shall have been true and correct as of such
      earlier date, or (ii) facts which would otherwise render any such representation
      or warranty untrue and/or incorrect as of the Closing Date are the direct or
      indirect result of obligations arising under, or are otherwise contemplated
      by
      one or more provisions of, this Agreement;

    


    (b) the
      Company shall have obtained the requisite approval of its stockholders to the
      Merger and this Agreement in accordance with the DGCL and its
      bylaws;

    


    (c) To
      the
      extent that the Company had less than ninety-five million (95,000,000) common
      shares issued and outstanding on a Fully-Diluted Basis as of the Closing
      Lockdown Date, Parent shall have completed the Parent Common Stock
      Redemption;

    


    (d) the
      holders of no more than twenty percent (20%) of the Dissentable Shares shall
      be
      in a position to perfect their appraisal rights under the DGCL as determined
      immediately prior to the Effective Time; 

     

    (e) Parent
      shall have performed, or complied with, in all material respects all obligations
      required to be performed or complied with by it under this Agreement at or
      prior
      to the Closing Date, and Parent shall have delivered to the Company a
      certificate signed by the Chief Executive Officer of Parent to such
      effect;

    


    (f) there
      shall not have occurred any event, occurrence or change that has had, or could
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect on Parent; provided,
      however,
      that
      any event, occurrence, or change that has had, or could reasonably be expected
      to have, individually or in the aggregate, a Material Adverse Effect on Parent
      was not the direct or indirect result of obligations arising under, or otherwise
      contemplated by one or more provisions of, this Agreement;

    


    (g) the
      Company shall have received resignations of each of the officers of Parent,
      effective, in each case, as of the Effective Time; 

    


    (h) the
      Company shall have received a certificate signed by the Chief Executive Officer
      of Parent certifying as to the satisfaction of the conditions set forth in
      Sections 8.1 and 8.3 as of the Closing Date; and 


    
      
        
        

      

      
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    (i) all
      actions to be taken by Parent in connection with consummation of the
      Transactions and all certificates, opinions, instruments, and other documents
      required to effect the Transactions will be reasonably satisfactory in form
      and
      substance to the Company or its counsel.

    


    ARTICLE
      IX

    


    TERMINATION,
      AMENDMENT AND WAIVER

    


    9.1 Termination.
      This
      Agreement may be terminated and the Merger and the other Transactions may be
      abandoned at any time prior to the Effective Time, notwithstanding any requisite
      approval of this Agreement and the Transactions, as follows:

    


    (a) by
      mutual
      written consent duly authorized by the boards of directors of each of Parent,
      Merger Sub and the Company;

    


    (b) by
      Parent:

    


    (i) to
      the
      extent that the Effective Time shall not have occurred on or before December
      31,
      2008; provided,
      however,
      that
      the right to terminate this Agreement under this Section 9.1(b) shall not be
      available to Parent if Parent’s failure to fulfill any obligation under this
      Agreement has been the cause of, or resulted in, the failure of the Effective
      Time to occur on or before such date; 

    


    (ii) if
      the
      Parent reasonably concludes in its exclusive discretion that material
      information regarding the Company and/or its Subsidiaries that it determines
      to
      include in the Offering Memorandum, as applicable, has been withheld by the
      Company and/or its Subsidiaries;

    


    (iii) if
      the
      Company unreasonably withholds its authorization as to the accuracy and
      completeness of the Offering Memorandum;

    


    (iv) if
      the
      Company’s independent auditors resign at any time after having been engaged
      citing a disagreement with management of the Company or any of its officers
      and/or directors as the reason therefor; 

    


    (v) upon
      a
      breach of any representation, warranty, covenant or agreement on the part of
      the
      Company set forth in this Agreement, or if any representation or warranty of
      the
      Company shall have become untrue, in either case such that the conditions set
      forth in Section 8.2(a)-(j) would not be satisfied (a “Terminating
      Company Breach”);
      provided,
      however,
      that, if
      such Terminating Company Breach is curable by the Company through the exercise
      of its best efforts and for so long as the Company continues to exercise such
      best efforts, Parent may not terminate this Agreement under this Section
      9.1(b)(v); or

     

    (c) by
      the
      Company:

    


    (i) if
      the
      Company Stockholders shall have failed to duly approve the Merger and this
      Agreement within a reasonable period following good faith compliance by the
      Company with all of its obligations under Sections 7.2 and 7.9;


    
      
        
        

      

      
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    (ii) upon
      breach of any representations, warranty, covenant or agreement on the part
      of
      Parent set forth in this Agreement, or if any representation or warranty of
      Parent shall have become untrue, in either case such that the conditions set
      forth in Section 8.3(a)-(h) would not be satisfied (“Terminating
      Parent Breach”);
      provided,
      however,
      that,
      if such Terminating Parent Breach is curable by Parent through best efforts
      and
      for so long as Parent continues to exercise such best efforts, the Company
      may
      not terminate this Agreement under this Section 9.1(c)(ii).

    


    9.2 Amendment.
      This
      Agreement may be amended by the Parties at any time prior to the Effective
      Time;
provided,
      however,
      that,
      (i) any such amendment is in writing signed by each of the Parties, and (ii)
      after approval of the matters presented in connection with the Merger by the
      Company Stockholders, no amendment shall be made which by Law requires further
      approval by the Company Stockholders without such further approval, including
      without limitation any amendment which would reduce the amount or change the
      type of consideration into which each share of Company Common Stock shall be
      converted upon consummation of the Merger. 

    


    9.3 Waiver.
      At any
      time prior to the Effective Time, any Party hereto may (a) extend the time
      for
      the performance of any obligation or other act of any other Party hereto, (b)
      waive any inaccuracy in the representations and warranties contained herein
      or
      in any document delivered pursuant hereto, and (c) waive compliance with any
      agreement or condition contained herein. Any such extension or waiver shall
      be
      valid only if set forth in an instrument in writing signed by the Party or
      Parties to be bound thereby. No failure or delay by any Party in exercising
      any
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise thereof preclude any other or further exercise
      thereof or the exercise of any other right, power or privilege. To the maximum
      extent permitted by Law, (i) no waiver that may be given by a Party shall
      be applicable except in the specific instance for which it was given, and
      (ii) no notice to or demand on one Party shall be deemed to be a waiver of
      any obligation of such Party or the right of the Party giving such notice or
      demand to take further action without notice or demand.

    


    ARTICLE
      X

    


    GENERAL
      PROVISIONS

    


    10.1 Notices.
      Any
      notice, request, demand, waiver, consent, approval or other communication which
      is required or permitted hereunder shall be in writing and shall be deemed
      given: (a) on the date established by the sender as having been delivered
      personally; (b) on the date delivered by FedEx, UPS, USPS, or DHL as
      established by the sender by evidence obtained from such courier; (c) on
      the date sent by facsimile, with confirmation of transmission, if sent during
      normal business hours of the recipient, if not, then on the next Business Day;
      or (d) on the fifth (5th)
      day
      after the date mailed, by certified or registered mail, return receipt
      requested, postage prepaid. Such communications, to be valid, must be addressed
      as follows:

    


    If
      to
      Parent or Merger Sub:

    


    GCA
      II Acquisition Corp.

    115
      East
      57th
      Street,
      Suite 1006

    New
      York,
      New York 10022

    Att:
      Michael M. Membrado, CEO

    


    Fax:
      646-486-9771


    
      
        
        

      

      
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    with
      a copy to:

    


    M.M.
      Membrado, PLLC

    115
      East
      57th
      Street,
      Suite 1006

    New
      York,
      New York 10022

    Att:
      Michael M. Membrado

    


    Fax:
      646-486-9771

    


    If
      to
      the Company:

    


    SecurLinx
      Holding Corp.

    150
      Clay
      Street, Suite 440

    Morgantown,
      WV 26501

    Att:
      Barry L. Hodge, CEO

    


    Fax:
      304-292-2053

     

    with
      a copy to:

    


    Steptoe
      & Johnson, PLLC

    Chase
      Tower, Eighth Floor

    P.O.
      Box
      1588

    Chareleston,
      WV 25326-1588 

    Att:
      Mike
      Stuart, Esq.

    


    Fax:
      304-353-8180

    


    or
      to
      such other address or to the attention of such Person or Persons as the
      recipient party has specified by prior written notice to the sending party
      (or
      in the case of counsel, to such other readily ascertainable business address
      as
      such counsel may hereafter maintain). If more than one method for sending notice
      as set forth above is used, the earliest notice date established as set forth
      above shall control.

    


    10.2 Certain
      Definitions.
      For
      purposes of this Agreement, the following terms, in their capitalized forms,
      shall have the correspondingly ascribed meanings:

    


    “Affiliate”
means,
      with respect to any specified Person, any other Person who, directly or
      indirectly, through one or more intermediaries, Controls, is Controlled By,
      or
      is Under Common Control With, such specified Person.

    


    “Applicable
      Rate”
means
      the corporate base rate of interest publicly announced from time to time by
      Citibank N.A. plus 2% per annum.

    


    “Authorization”
means
      any authorization, approval, consent, certificate, license, permit or franchise
      of or from any Governmental Authority or pursuant to any Law.


    
      
        
        

      

      
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    “Beneficial
      Owner”
with
      respect to any shares means a Person who shall be deemed to be the beneficial
      owner of such shares (i) which such Person or any of its Affiliates or
      associates (as such term is defined in Rule 12b-2 promulgated under the Exchange
      Act) beneficially owns, directly or indirectly, (ii) which such Person or any
      of
      its Affiliates or associates has, directly or indirectly, (A) the right to
      acquire (whether such right is exercisable immediately or subject only to the
      passage of time), pursuant to any agreement, arrangement or understanding or
      upon the exercise of consideration rights, exchange rights, warrants or options,
      or otherwise, or (B) the right to vote pursuant to any agreement, arrangement
      or
      understanding, (iii) which are beneficially owned, directly or indirectly,
      by
      any other Persons with whom such Person or any of its Affiliates or associates
      or any Person with whom such Person or any of its Affiliates or associates
      has
      any agreement, arrangement or understanding for the purpose of acquiring,
      holding, voting or disposing of any such shares, or (iv) pursuant to Section
      13(d) of the Exchange Act and any rules or regulations promulgated
      thereunder.

    


    “Benefit
      Plan”
means
      any “employee benefit plan” as defined in 3(3) of ERISA, including any
      (a) nonqualified deferred compensation or retirement plan or arrangement
      which is an Employee Pension Benefit Plan (as defined in ERISA
      Section 3(2)), (b) qualified defined contribution retirement plan or
      arrangement which is an Employee Pension Benefit Plan, (c) qualified
      defined benefit retirement plan or arrangement which is an Employee Pension
      Benefit Plan (including any Multiemployer Plan (as defined in ERISA
      Section 3(37)), (d) Employee Welfare Benefit Plan (as defined in ERISA
      Section 3(1)) or material fringe benefit plan or program, or (e) stock
      purchase, stock option, severance pay, employment, change-in-control, vacation
      pay, company awards, salary continuation, sick leave, excess benefit, bonus
      or
      other incentive compensation, life insurance, or other employee benefit plan,
      contract, program, policy or other arrangement, whether or not subject to
      ERISA.

    


    “Business
      Day”
means
      any day on which the principal offices of the SEC in Washington, D.C. are open
      to accept filings, or, in the case of determining a date when any payment is
      due, any day other than Saturday, Sunday or other day on which banks located
      in
      New York City are required or authorized by Law to close.

    


    “CERCLA”
means
      the Comprehensive Environmental Response, Compensation, and Liability Act,
      42
      U.S.C. Section 9601 et
      seq.

    


    “Company
      ERISA Affiliate”
means
      any entity which is a member of a “controlled group of corporations” with, under
“common control” with or a member of an “affiliated services group” with, the
      Company or any of its Subsidiaries, as defined in Section 414(b), (c),
      (m) or (o) of the Code.

    


    “Contaminant”
means,
      in relation to any Software, any virus or other intentionally created,
      undocumented contaminant.

    


    “Contract”
means
      any agreement, contract, license, lease, commitment, arrangement or
      understanding, written or oral, including any sales order and purchase
      order.

    


    “Control”
      (including the terms “Controlled
      By”
and
      “Under
      Common Control With”)
      means
      the possession, directly or indirectly or as trustee or executor, of the power
      to direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, as trustee or executor,
      by
      Contract or credit arrangement or otherwise. 


    
      
        
        

      

      
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    “Copyrights”
means
      registered and unregistered copyrights in both published and unpublished
      works.

    


    “Damages”
means
      all Proceedings, demands, claims, assessments, losses, damages, costs, expenses,
      Liabilities, obligations, injunctions, judgments, Orders, decrees, rulings,
      awards, fines, sanctions, penalties, charges, Taxes and amounts paid in
      settlement, including, without limitation, (i) interest on cash disbursements
      in
      respect of any of the foregoing at the Applicable Rate, compounded quarterly,
      from the date each such cash disbursement is made until the Person incurring
      the
      same shall have been indemnified in respect thereof, and (ii) reasonable costs,
      fees and expenses of attorneys, accountants and other agents of the relevant
      Person.

    


    “Disabling
      Codes”
means,
      with respect to any Software, any disabling codes or related
      instructions.

    


    “Environment”
means
      all air, surface water, groundwater, land, including land surface or subsurface,
      including all fish, wildlife, biota and all other natural
      resources.

    


    “Environmental
      Action”
means
      any Proceeding brought or threatened under any Environmental Law or otherwise
      asserting the incurrence of Environmental Liabilities.

    


    “Environmental
      Clean-Up Site”
means
      any location which is listed on the National Priorities List, the Comprehensive
      Environmental Response, Compensation and Liability Information System, or on
      any
      similar state or foreign list of sites requiring investigation or cleanup,
      or
      which is the subject of any pending or threatened Proceeding related to or
      arising from any alleged violation of any Environmental Law, or at which there
      has been a threatened or actual Release of a Hazardous Substance.

    


    “Environmental
      Laws”
means
      any and all applicable Laws and Authorizations issued, promulgated or entered
      into by any Governmental Authority relating to the Environment, worker health
      and safety, preservation or reclamation of natural resources, or to the
      management, handling, use, generation, treatment, storage, transportation,
      disposal, manufacture, distribution, formulation, packaging, labeling, Release
      or threatened Release of or exposure to Hazardous Substances, whether now
      existing or subsequently amended or enacted, including but not limited to:
      CERCLA; the Federal Water Pollution Control Act, 33 U.S.C.
      Section 1251
      et
      seq.;
      the
      Clean Air Act, 42 U.S.C. Section 7401 et
      seq.;
      the
      Toxic Substances Control Act, 15 U.S.C. Section 2601 et
      seq.;
      the
      Occupational Safety and Health Act, 29 U.S.C. Section 651 et
      seq.;
      the
      Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
      Section 11001 et
      seq.;
      the
      Safe Drinking Water Act, 42 U.S.C. Section 300(f) et
      seq.;
      the
      Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et
      seq.;
      the
      Federal Insecticide, Fungicide and Rodenticide Act 7 U.S.C. Section 136
et
      seq.;
      RCRA;
      the Toxic Substances Control Act, 15 U.S.C. Section 2601 et
      seq.;
      the Oil
      Pollution Act of 1990, 33 U.S.C. Section 2701 et
      seq.;
      and any
      similar or implementing state or local Law, and any non-U.S. Laws and
      regulations of similar import, and all amendments or regulations promulgated
      thereunder; and any common law doctrine, including but not limited to,
      negligence, nuisance, trespass, personal injury, or property damage related
      to
      or arising out of the presence, Release, or exposure to Hazardous
      Substances.

    


    “Environmental
      Liabilities”
means,
      with respect to any party, Liabilities arising out of (A) the ownership or
      operation of the business of such party or any of its Subsidiaries, or
      (B) the ownership, operation or condition of the Real Property or any other
      real property currently or formerly owned, operated or leased by such party
      or
      any of its Subsidiaries, in each case to the extent based upon or arising out
      of
      (i) Environmental Law, (ii) a failure to obtain, maintain or comply
      with any Environmental Permit, (iii) a Release of any Hazardous Substance,
      or (iv) the use, generation, storage, transportation, treatment, sale or
      other off-site disposal of Hazardous Substances.


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    “Environmental
      Permit”
means
      any Authorization under Environmental Law, and includes any and all Orders
      issued or entered into by a Governmental Authority under Environmental
      Law.

    


    “ERISA”
means
      the U.S. Employee Retirement Income Security Act of 1974, as
      amended.

    


    “Exchange
      Act”
means
      the U.S. Securities Exchange Act of 1934, as amended.

    


    “FINRA”
mean
      the Financial Industry Regulatory Authority.

    


    “Fully-Diluted
      Basis”
means,
      with respect to any calculation of common shares for a given corporation
      outstanding at a given time, that amount, exclusive of any and all shares held
      in treasury, which includes (i) any and all convertible securities then
      outstanding assuming the full conversion thereof as of such time, and (iii)
      any
      and all options and warrants then outstanding assuming the full exercise thereof
      as of such time.

    


    “GAAP”
means
      U.S. Generally Accepted Accounting Principles.

    


    “Governmental
      Authority”
means
      any entity or body exercising executive, legislative, judicial, regulatory
      or
      administrative functions of or pertaining to United States federal, state,
      local, or municipal government, foreign, international, multinational or other
      government, including any department, commission, board, agency, bureau,
      subdivision, instrumentality, official or other regulatory, administrative
      or
      judicial authority thereof, and any non-governmental regulatory body to the
      extent that the rules and regulations or orders of such body have the force
      of
      Law.

    


    “Hazardous
      Substances”
means
      all explosive or regulated radioactive materials or substances, hazardous or
      toxic materials, wastes or chemicals, petroleum and petroleum products
      (including crude oil or any fraction thereof), asbestos or asbestos containing
      materials, and all other materials, chemicals or substances which are regulated
      by, form the basis of liability or are defined as hazardous, extremely
      hazardous, toxic or words of similar import, under any Environmental Law,
      including materials listed in 49 C.F.R. Section 172.101 and materials
      defined as hazardous pursuant to Section 101(14) of CERCLA.

    


    “Indebtedness”
means
      any of the following: (a) any indebtedness for borrowed money, (b) any
      obligations evidenced by bonds, debentures, notes or other similar instruments,
      (c) any obligations to pay the deferred purchase price of property or
      services, except trade accounts payable and other current Liabilities arising
      in
      the Ordinary Course of Business, (d) any obligations as lessee under
      capitalized leases, (e) any indebtedness created or arising under any
      conditional sale or other title retention agreement with respect to acquired
      property, (f) any obligations, contingent or otherwise, under acceptance
      credit, letters of credit or similar facilities, and (g) any guaranty of
      any of the foregoing.

    


    “Intellectual
      Property”
means:
      (i) Proprietary Information; (ii) trademarks and service marks
      (whether or not registered), trade names, logos, trade dress and other
      proprietary indicia and all goodwill associated therewith;
      (iii) documentation, advertising copy, marketing materials, web-sites,
      specifications, mask works, drawings, graphics, databases, recordings and other
      works of authorship, whether or not protected by Copyright; (iv) Software;
      and (v) Intellectual Property Rights, including all Patents, Copyrights,
      Marks, trade secret rights, mask works, moral rights or other literary property
      or authors rights, and all applications, registrations, issuances, divisions,
      continuations, renewals, reissuances and extensions of the
      foregoing.


    
      
        
        

      

      
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    “Intellectual
      Property Rights”
means
      all forms of legal rights and protections that may be obtained for, or may
      pertain to, any Intellectual Property in any country of the
      world.

    


    “Knowledge”
of
      a
      given party (or any similar phrase) means, with respect to any fact or matter,
      the actual knowledge of the directors and executive officers of such party
      and
      each of its Subsidiaries, together with such knowledge that such directors,
      executive officers and other employees could be expected to discover after
      due
      investigation concerning the existence of the fact or matter in
      question.

    


    “Law”
means
      any statute, law (including common law), constitution, treaty, ordinance, code,
      order, decree, judgment, rule, regulation and any other binding requirement
      or
      determination of any Governmental Authority.

    


    “Liability”
or
      “Liabilities”
means
      any liability, Indebtedness or obligation of any kind, whether known or unknown,
      whether asserted or unasserted, whether absolute or contingent, whether accrued
      or unaccrued, whether liquidated or unliquidated, whether secured or unsecured,
      whether joint or several, whether due or to become due, whether vested or
      unvested, including any liability for Taxes.

    


    “Liens”
means
      any liens, claims, charges, security interests, mortgages, pledges, easements,
      conditional sale or other title retention agreements, defects in title,
      covenants or other restrictions of any kind, including, any restrictions on
      the
      use, voting, transfer or other attributes of ownership. 

    


    “Marks”
means
      trademarks, service marks and other proprietary indicia (whether or not
      registered).

    


    “Material
      Adverse Effect”
means,
      with respect to any Person, any state of facts, development, event,
      circumstance, condition, occurrence or effect that, individually or taken
      collectively with all other preceding facts, developments, events,
      circumstances, conditions, occurrences or effects (a) is materially adverse
      to the condition (financial or otherwise), business, operations or results
      of
      operations of such Person, (b) impairs the ability of such Person to perform
      its
      obligations under this Agreement, or (c) delays the consummation of the
      Merger.

    


    “Operative
      Agreements”
means,
      jointly, this Agreement and the Voting and Lock-Up Agreement.

    


    “Order”
means
      any award, injunction, judgment, decree, stay, order, ruling, subpoena or
      verdict, or other decision entered, issued or rendered by any Governmental
      Authority.

    


    “Ordinary
      Course of Business”
means
      the ordinary course of business consistent with past custom and practice
      (including with respect to quantity and frequency).

    


    “OTCBB”
means
      the Over-The-Counter Bulletin Board, operated by NASDAQ.


    
      
        
        

      

      
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    “Patents”
means
      letters patent, patent applications, provisional patents, design patents, PCT
      filings, invention disclosures and other rights to inventions or
      designs.

    


    “PCAOB”
means
      the Public Company Accounting Oversight Board.

    


    “PCBs”
means
      polychlorinated biphenyls.

    


    “Permitted
      Liens”
means,
      with respect to any party, (i) Liens for current real or personal property
      taxes not yet due and payable and with respect to which such party maintains
      adequate reserves, (ii) workers’, carriers’ and mechanics’ or other like
      Liens incurred in the Ordinary Course of Business with respect to which payment
      is not due and that do not impair the conduct of such party’s or any of its
      Subsidiaries’ business in any material respect or the present or proposed use of
      the affected property and (iii) Liens that are immaterial in character,
      amount, and extent and which do not detract from the value or interfere with
      the
      present or proposed use of the properties they affect.

    


    “Person”
means
      an individual, a corporation, a partnership, a limited liability company, a
      trust, an unincorporated association, Governmental Authority, a person
      (including, without limitation, a “person” as defined in Section 13(d)(3) of the
      Exchange Act), or any political subdivision, agency or instrumentality of a
      Governmental Authority, or any other entity or body. 

    


    “Proceeding”
or
      “Proceedings”
means
      any actions, suits, claims, hearings, arbitrations, mediations, Proceedings
      (public or private) or governmental investigations that have been brought by
      any
      governmental authority or any other Person.

    


    “Proprietary
      Information”
means,
      collectively, inventions (whether or not patentable), trade secrets, technical
      data, databases, customer lists, designs, tools, methods, processes, technology,
      ideas, know-how, source code, product road maps and other proprietary
      information and materials.

    


    “Public
      Software”
means
      any Software that contains, or is derived in any manner (in whole or in part)
      from, any Software that is distributed as free Software, open source Software
      or
      similar licensing or distribution models, including Software licensed or
      distributed under any of the following licenses or distribution models, or
      licenses or distribution models similar to any of the following: (i) GNU’s
      General Public License or Lesser/Library GPL; (ii) Mozilla Public License;
      (iii) Netscape Public License; (iv) Sun Community Source/ Industry
      Standard License; (v) BSD License; and (vi) Apache
      License.

    


    “RCRA”
means
      the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901
et
      seq.

    


    “Release”
means
      any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, dumping, or disposing of Hazardous Substances
      into the Environment.

    


    “Registrable
      Securities”
means
      the shares of Parent Common Stock issued and outstanding immediately prior
      to
      the Effective Time; provided,
      however,
      that,
      as to any particular Registrable Securities, such securities will cease to
      be
      Registrable Securities when (a) they have been effectively registered under
      the
      Securities Act and disposed of in accordance with the registration statement
      covering them, (b) they are or may be freely traded without registration
      pursuant to Rule 144 under the Securities Act (or any similar provisions that
      are then in effect), or (c) they have been otherwise transferred and new
      certificates for them not bearing a restrictive legend have been issued by
      Parent and Parent shall not have “stop transfer” instructions imposed against
      them. 


    
      
        
        

      

      
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    “Securities
      Act”
means
      the U.S. Securities Act of 1933, as amended. 

    


    “SEC”
means
      the U.S. Securities and Exchange Commission.

    


    “Software”
means,
      collectively, computer programs, including any and all software implementations
      of algorithms, models and methodologies, whether in source code or object code,
      design documents, flow-charts, user manuals and training materials relating
      thereto and any translations thereof. 

     

    “Subsidiary”
or
      “Subsidiaries”
means,
      with respect to any party, any Person, of which (a) such party or any
      subsidiary of such party is a general partner (excluding partnerships, the
      general partnership interests of which held by such party or any Subsidiary
      of
      such party do not have a majority of the voting interest in such partnership)
      or
      (b) at least a majority of the securities or other interests having by
      their terms ordinary voting power to elect a majority of the board of directors
      or others performing similar functions with respect to such Person is directly
      or indirectly owned or controlled by such party and/or by any one or more of
      its
      subsidiaries.

    


    “Systems”
means,
      in relation to any Person, any of the hardware, software, databases or embedded
      control systems thereof.

    


    “Tax”
or
      “Taxes”
means
      any means any and all federal, state, local, or foreign net or gross income,
      gross receipts, net proceeds, sales, use, ad
      valorem,
      value
      added, franchise, bank shares, withholding, payroll, employment, excise,
      property, deed, stamp, alternative or add-on minimum, environmental (including
      taxes under Code §59A), profits, windfall
      profits,
      transaction, license, lease, service, service use, occupation, severance,
      energy, unemployment, social security, workers’ compensation, capital, premium,
      and other taxes, assessments, customs, duties, fees, levies, or other
      governmental charges of any nature whatever, whether disputed or not, together
      with any interest, penalties, additions to tax, or additional amounts with
      respect
      thereto.

    


    “Tax
      Returns”
means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

    


    “Taxing
      Authority”
means
      any Governmental Authority having jurisdiction with respect to any
      Tax.

    


    “Trading
      Day”
means
      any day on which the NASDAQ Stock Market is open for trading.

    


    “$”
means
      United States dollars.

    


    10.3 Index
      of Other Defined Terms.
      In
      addition to those terms defined above, the following terms, in their capitalized
      forms, shall have the respective meanings given thereto in the sections
      indicated below:


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    
      	
              Defined
                Term

            	 	
              Section

            
	 	 	 
	
              “Agreement”

            	 	
              Preamble

            
	
              “Cancelable
                Common Share”

            	 	
              2.1(a)(i)

            
	
              “Cancelable
                Convertible Debenture”

            	 	
              2.1(a)(ii)

            
	
              “Cancelable
                Securities”

            	 	
              2.2(a)

            
	
              “Certificate
                of Merger”

            	 	
              1.1

            
	
              “Closing”

            	 	
              1.2

            
	
              “Closing
                Date”

            	 	
              1.2

            
	
              “Closing
                Lockdown Date”

            	 	
              7.2(e)

            
	
              “Code”

            	 	
              Recitals

            
	
              “Company”

            	 	
              Preamble

            
	
              “Company
                Benefit Plan”

            	 	
              4.21(a)

            
	
              “Company
                Common Stock”

            	 	
              2.1(a)(i)

            
	
              “Company
                Disclosure Schedule”

            	 	
              Art.
                IV Intro

            
	
              “Company
                Foreign Plans”

            	 	
              4.21(r)

            
	
              “Company
                In-Bound License”

            	 	
              4.18(b)

            
	
              “Company
                Intellectual Property”

            	 	
              4.18(e)

            
	
              “Company
                Lease”

            	 	
              4.17(c)

            
	
              “Company-Leased
                Real Property”

            	 	
              4.17(a)

            
	
              “Company
                Material Contracts”

            	 	
              4.19(b)

            
	
              “Company
                Minor Contracts”

            	 	
              4.19(e)

            
	
              “Company
                Out-Bound Licenses”

            	 	
              4.18(c)

            
	
              “Company-Owned
                Intellectual Property”

            	 	
              4.18(a)

            
	
              “Company-Owned
                Real Property”

            	 	
              4.17(a)

            
	
              “Company-Owned
                Software”

            	 	
              4.18(i)

            
	
              “Company
                Pension Plan”

            	 	
              4.21(b)

            
	
              “Company
                Permits”

            	 	
              4.7

            
	
              “Company
                Principal Stockholder”

            	 	
              Preamble

            
	
              “Company
                Receivables”

            	 	
              4.9

            
	
              “Company
                Registered Intellectual Property”

            	 	
              4.18(f)

            
	
              “Company
                Securityholders”

            	 	
              7.2(b)

            
	
              “Company
                Stockholder”

            	 	
              2.1

            
	
              “Constituent
                Corporations”

            	 	
              1.1

            
	
              “Delaware
                Secretary of State”

            	 	
              1.2

            
	
              “DGCL”

            	 	
              Recitals

            
	
              “Dissentable
                Shares”

            	 	
              2.3(a)

            
	
              “Dissenting
                Holder”

            	 	
              2.3(a)

            
	
              “Dissenting
                Shares”

            	 	
              2.3(a)

            
	
              “Effective
                Time”

            	 	
              1.2

            
	
              “Exchange
                Agent”

            	 	
              2.2(a)

            
	
              “Exchange
                Fund”

            	 	
              2.2(a)

            
	
              “Exchange
                Ratio”

            	 	
              2.1(a)(i)

            
	
              “Indemnified
                Parties”

            	 	
              7.15(a)

            
	
              “Merger”

            	 	
              1.1

            


    

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    


    
      	
              “Merger
                Securities”

            	 	
              2.2(a)

            
	
              “Merger
                Sub”

            	 	
              Preamble

            
	
              “Merger
                Sub Common Stock”

            	 	
              2.1(a)(iii)

            
	
              “Merger
                Sub Preferred Stock”

            	 	
              5.4(b)

            
	
              “Most
                Recent Company Balance Sheet”

            	 	
              4.8(a)

            
	
              “Most
                Recent Company Cash Flow Statement”

            	 	
              4.8(a)

            
	
              “Most
                Recent Company Financial Statements”

            	 	
              4.8(a)

            
	
              “Most
                Recent Company Income Statement”

            	 	
              4.8(a)

            
	
              “Most
                Recent Company Statement of Stockholders’ Equity”

            	 	
              4.8(a)

            
	
              “Offering
                Memorandum”

            	 	
              7.3(d)

            
	
              “Parent”

            	 	
              Preamble

            
	
              “Parent
                Common Stock”

            	 	
              Recitals

            
	
              “Parent
                Common Stock Redemption”

            	 	
              7.2(e)

            
	
              “Parent
                Disclosure Schedule”

            	 	
              Art.
                V Intro

            
	
              “Parent
                Preferred Stock”

            	 	
              5.4(a)

            
	
              “Parent
                Representatives

            	 	
              7.3(e)

            
	
              “Parent
                SEC Reports”

            	 	
              5.7(a)

            
	
              “Parent
                Stock-Split”

            	 	
              7.3(f)(i)(B)

            
	
              “Party”
                / “Parties”

            	 	
              Preamble

            
	
              “Pre-Closing
                Company Standstill Commitment”

            	 	
              7.2(e)

            
	
              “Required
                Company Consents” 

            	 	
              4.6(a)

            
	
              “Resale
                Registration Statement”

            	 	
              7.14(a)

            
	
              “Surviving
                Corporation”

            	 	
              1.1

            
	
              “Terminating
                Parent Breach”

            	 	
              9.1(c)(ii)

            
	
              “Terminating
                Company Breach”

            	 	
              9.1(b)(v)

            
	
              “Transactions”

            	 	
              Recitals

            
	
              “Voting
                and Lock-Up Agreement”

            	 	
              Recitals

            
	
              “WARN
                Act”

            	 	
              4.22(d)

            


    

     

    10.4 Interpretation.

    


    (a) The
      meaning assigned to each term defined herein shall be equally applicable to
      both
      the singular and the plural forms of such term and vice versa, and words
      denoting either gender shall include both genders as the context requires.
      Where
      a word or phrase is defined herein, each of its other grammatical forms shall
      have a corresponding meaning.


    (b) The
      terms
“hereof”, “herein” and “herewith” and words of similar import shall, unless
      otherwise stated, be construed to refer to this Agreement as a whole and not
      to
      any particular provision of this Agreement.

    


    (c) When
      a
      reference is made in this Agreement to an Article, Section, paragraph, Exhibit
      or Schedule, such reference is to an Article, Section, paragraph, Exhibit or
      Schedule to this Agreement unless otherwise specified.

    


    (d) The
      word
“include”, “includes”, and “including” when used in this Agreement shall be
      deemed to be followed by the words “without limitation”, unless otherwise
      specified.


    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    (e) A
      reference to any Party to this Agreement or any other agreement or document
      shall include such Party’s predecessors, successors and permitted
      assigns.

    


    (f) Reference
      to any Law means such Law as amended, modified, codified, replaced or reenacted,
      and all rules and regulations promulgated thereunder.

    


    (g) The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. Any rule of construction or interpretation otherwise requiring this
      Agreement to be construed or interpreted against any Party by virtue of the
      authorship of this Agreement shall not apply to the construction and
      interpretation hereof.

    


    (h) All
      accounting terms used and not defined herein shall have the respective meanings
      given to them under GAAP.

    


    10.5 Survival.
       The
      representations and warranties and covenants and agreements in this Agreement
      and in any certificate delivered pursuant hereto shall terminate at the
      Effective Time, except that the covenants and agreements set forth in Articles
      I, II, VII and this Article X, in each case as they relate to any
      post-Closing matters, and including without limitation any provisions for the
      benefit of third parties, shall survive the Effective Time.

    


    10.6 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of Law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the Transactions is not affected
      in any manner materially adverse to any Party. Upon a determination that any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced, the Parties shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the Parties as closely as
      possible in a mutually acceptable manner in order that the Transactions be
      consummated as originally contemplated to the fullest extent possible.


    


    10.7 Assignment;
      Binding Effect; Benefit.
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any of the Parties hereto (whether by operation of Law or
      otherwise) without the prior written consent of the other Parties; provided,
      however,
      that
      Parent or Merger Sub may assign any of their respective rights and obligations
      to any direct or indirect Subsidiary of Parent. Subject to the preceding
      sentence, this Agreement shall be binding upon and shall inure to the benefit
      of
      the Parties hereto and their respective executors, heirs, personal
      representatives successors and assigns. Notwithstanding anything contained
      in
      this Agreement to the contrary, except for the provisions of Article II, and
      Sections 7.12 and 7.13, which are intended to benefit and be enforceable by
      third parties as specifically set forth therein, nothing in this Agreement,
      expressed or implied, is intended to confer on any Person other than the Parties
      or their respective successors and assigns any rights, remedies, obligations
      or
      Liabilities under or by reason of this Agreement. 

    


    10.8 Fees
      and Expenses.
      All
      fees and expenses incurred in connection with the Merger, the other
      Transactions, and this Agreement shall be paid by the Party incurring such
      fees
      or expenses, whether or not the Merger is consummated; provided,
      however,
      that:

    


    (a) As
      and
      when requested by Parent, the Company shall pay the reasonable legal, accounting
      (including internal financial and disclosure controls related compliance and
      review), independent auditing, and EDGARization service fees and expenses of
      Parent incurred in connection with the preparation and filing of any and all
      required reports to be filed under the Exchange Act from and after the date
      of
      this Agreement through the earlier of (i) the Effective Time, or (ii) the time
      at which this Agreement shall have been terminated, if at all, in accordance
      with Article IX hereof; 


    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    (b) As
      and
      when requested by Parent, the Company shall pay any reasonable legal,
      accounting, independent auditing, and EDGARization/printing service fees and
      expenses of Parent incurred in connection with the Merger from and after the
      date hereof including without limitation preparation and distribution of the
      Offering Memorandum and all related federal and state securities Law compliance
      associated with the Merger; and

    


    (c) Parent
      shall be free at all times to select the professional service firms that it
      utilizes in respect of 10.8 (a) and (b) above in its exclusive discretion,
      and,
      without limiting the foregoing, it is acknowledged that Parent may utilize
      the
      services of M.M. Membrado, PLLC as legal counsel for certain aspects of the
      legal work involved in this process (at a rate of $300/hr.). 

     

    10.9 Incorporation
      of Schedules.
      The
      Company Disclosure Schedule and the Parent Disclosure Schedule referred to
      herein and signed for identification by the Parties hereto are hereby
      incorporated herein and made a part hereof for all purposes as if fully set
      forth herein.

    


    10.10 Specific
      Performance.
      The
      Parties hereto agree that irreparable damage would occur in the event any
      provision of this Agreement was not performed in accordance with the terms
      hereof and that the Parties shall be entitled to specific performance of the
      terms hereof, in addition to any other remedy at Law or equity.

    


    10.11 Governing
      Law.
      This
      Agreement and the Exhibits and Schedules hereto shall be governed by and
      interpreted and enforced in accordance with the Laws of the State of New York,
      without giving effect to any choice of Law or conflict of Laws rules or
      provisions (whether of the State of New York or any other jurisdiction) that
      would cause the application of the Laws of any jurisdiction other than the
      State
      of New York. 

    


    10.12 Consent
      to Jurisdiction; Waiver of Jury Trial.
      Each
      Party irrevocably submits to the exclusive jurisdiction of (a) New York
      County, New York, and (b) the United States District Court for the Southern
      District of New York, for the purposes of any Proceeding arising out of this
      Agreement or any of the Transactions. Each Party agrees to commence any such
      Proceeding either in the United States District Court for the Southern District
      of New York or if such Proceeding may not be brought in such court for
      jurisdictional reasons, in the Supreme Court sitting in New York County
      (including its Appellate Division). Each Party further agrees that service
      of
      any process, summons, notice or document by U.S. registered mail to such Party’s
      respective address set forth above shall be effective service of process for
      any
      Proceeding in New York with respect to any matters to which it has submitted
      to
      jurisdiction in this Section 10.12. Each Party irrevocably and
      unconditionally waives any objection to the laying of venue of any Proceeding
      arising out of this Agreement or any of the Transactions in (i) the United
      States District Court for the Southern District of New York, or (ii) the
      Supreme Court sitting in New York County (including its Appellate Division),
      and
      hereby further irrevocably and unconditionally waives and agrees not to plead
      or
      claim in any such court that any such Proceeding brought in any such court
      has
      been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES
      ALL
      RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR
      OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH
      PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
      HEREOF.


    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    10.13 Headings.
      The
      descriptive headings contained in this Agreement are included for convenience
      of
      reference only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

    


    10.14 Counterparts.
      This
      Agreement may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, and by the different Parties hereto in separate
      counterparts, each of which when executed and delivered shall be deemed to
      be an
      original but all of which taken together shall constitute one and the same
      agreement.

    


    10.15 Entire
      Agreement.
      This
      Agreement, the Company Disclosure Schedule, the Parent Disclosure Schedule
      and
      any documents delivered by the Parties in connection herewith constitute the
      entire agreement among the Parties with respect to the subject matter hereof
      and
      supersede all prior agreements and understandings among the Parties with respect
      thereto. Except as otherwise provided herein, no addition to or modification
      of
      any provision of this Agreement shall be binding upon any Party hereto unless
      made in writing and signed by all Parties hereto.


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement or caused this
      Agreement to be executed by the respective officers thereunto duly authorized,
      in each case as of the date first written above.

    


    
      	
              “PARENT”

            
	
              GCA
                II ACQUISITION CORP.

            
	 	 
	
              By:
                

            	     

	
              Name:
                

            	
              Michael
                M. Membrado

            
	
              Title:

            	
              President
                & Chief Executive Officer

            
	 	 
	
              “MERGER
                SUB”

            
	
              SECURLINX
                ACQUISITION CORP.

            
	 	 
	
              By:
                

            	     

	
              Name:
                

            	
              Michael
                M. Membrado

            
	
              Title:

            	
              President
                & Chief Executive Officer

            
	 	 
	
              “COMPANY”

            
	
              SECURLINX
                HOLDING CORP.

            
	 	 
	
              By:
                

            	      

	
              Name:
                

            	
              Barry
                L. Hodge

            
	
              Title:

            	
              President
                & Chief Executive Officer

            
	 	 
	   

	
              Barry
                L. Hodge, personally

            


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

    


    EXHIBITS

    


    
      	
              Exhibit
                A 

            	
              [Form
                of] Voting and Lock-Up Agreement

            
	
              Exhibit
                B 

            	
              [Form
                of] Certificate of Merger

            
	
              Exhibit
                C 

            	
              Certificate
                of Incorporation – Merger Sub

            
	
              Exhibit
                D 

            	
              Bylaws
                – Merger Sub

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      A

     

    VOTING
      AND LOCK-UP AGREEMENT

     

    This
      Voting and Lock-Up Agreement (this “Agreement”) is made as of August 18, 2008,
      by and between GCA II Acquisition Corp., a Delaware corporation (“Parent”) and
      Barry L. Hodge, a principal stockholder of SecurLinx Holding Corp., a Delaware
      corporation (the “Company”)(the “Company Principal Stockholder”).

     

    WHEREAS,
      concurrently with the execution and delivery of this Agreement, Parent,
      SecurLinx Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
      of Parent (“Merger Sub”) and the Company are entering into an Agreement and Plan
      of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged
      with and into the Company, and the Company shall be the surviving corporation
      following the merger (the “Merger”);

     

    WHEREAS,
      as of the date hereof, the Company Principal Stockholder is a Beneficial Owner
      (as defined below) of the Subject Shares (as defined
      below); and

     

    WHEREAS,
      in order to induce Parent to enter into the Merger Agreement, the Company
      Principal Stockholder has agreed to enter into this Agreement;

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and of the covenants
      and
      agreements set forth herein and in the Merger Agreement, and intending to be
      legally bound hereby, the parties agree as follows:

     

    1. Definitions.

     

    (a) “Beneficially
      Own” or “Beneficial Owner”
      with
      respect to any securities means having “beneficial ownership” as determined
      pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”).

     

    (b) “Company
      Capital Stock”
      means
      shares of common stock, par value $0.001 per share, of the
      Company.

     

    (c) “Company
      Options and Other Rights”
      means
      options, warrants and other rights to acquire, directly or indirectly, shares
      of
      Company Capital Stock.

     

    (d) “Expiration
      Date”
      means
      the earlier to occur of (i) the Effective Time (as defined in the Merger
      Agreement) or (ii) the date on which the Merger Agreement is terminated
      pursuant to its terms.

     

    (e) “Subject
      Shares”
      means
      (i) all shares of Company Capital Stock Beneficially Owned by the Company
      Principal Stockholder as of the date of this Agreement and (ii) all
      additional shares of Company Capital Stock of which the Company Principal
      Stockholder acquires Beneficial Ownership during the period from the date of
      this Agreement through the Expiration Date.

     

    2. Voting
      Agreement.

     

    (a) The
      Company Principal Stockholder hereby reresents that it is an “accredited
      investor” as such term is defined within Rule 501 of Regulation D promulgated
      under the Securities Act of 1933, as amended (the “Securities
      Act”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) The
      Company Principal Stockholder hereby agrees that, prior to the Expiration Date,
      at any meeting of the stockholders of the Company, however called, and in any
      written action by consent of stockholders of the Company, unless otherwise
      directed in writing by Parent, the Company Principal Stockholder shall cause
      to
      be counted as present thereat for purposes of establishing a quorum and, subject
      only to Parent’s compliance with applicable securities laws, shall vote, or
      cause to be voted, any and all Subject Shares Beneficially Owned by the
      Company Principal Stockholder as of the record date of such meeting or written
      consent:

     

    (i) “FOR”
the
      execution and delivery by the Company of the Merger Agreement and the adoption
      and approval of the Merger Agreement and the terms thereof, in favor of each
      of
      the other actions contemplated by the Merger Agreement and in favor of any
      action in furtherance of any of the foregoing;

     

    (ii) “AGAINST”
      any action or agreement that would result in a breach of any representation,
      warranty, covenant or obligation of the Company in the Merger
      Agreement; and

     

    (iii) “AGAINST”
      the following actions (other than the Merger and the transactions contemplated
      by the Merger Agreement): (A) any extraordinary corporate transaction, such
      as a merger, consolidation or other business combination involving the Company
      or any subsidiary of the Company; (B) any sale, lease, sublease, license,
      sublicense or transfer of a material portion of the rights or other assets
      of
      the Company or any subsidiary of the Company; (C) any reorganization,
      recapitalization, dissolution or liquidation of the Company or any subsidiary
      of
      the Company; (D) any change in the individuals who serve as members of the
      board of directors of the Company; (E) any amendment to the Company’s
      certificate of incorporation or bylaws; (F) any material change in the
      capitalization of the Company or the Company’s corporate structure; and
      (G) any other action which is intended, or could reasonably be expected, to
      impede, interfere with, delay, postpone, discourage or adversely affect the
      Merger or any of the other transactions contemplated by the Merger Agreement
      or
      this Agreement.

     

    (c) No
      provision contained in this Agreement shall prohibit the Company Principal
      Stockholder from voting in his capacity as a director of the Company in any
      manner whatsoever.

     

    (d) Prior
      to
      the Expiration Date, the Company Principal Stockholder shall not enter into
      any
      other agreement or understanding with any Person requiring him to vote in his
      capacity as a stockholder or give instructions in any manner inconsistent with
      clause “(i),” clause “(ii)” or clause “(iii)” of Section 2(b).

     

    (e) The
      Company Principal Stockholder hereby waives and agrees not to exercise any
      applicable “appraisal rights” under the Delaware General Corporation Law with
      respect to the Subject Shares in connection with the Merger and the Merger
      Agreement.

     

    3. Lock-up
      Agreement.

     

    (a) In
      consideration of the issuance of common stock of Parent in exchange for the
      Subject Shares (the “Parent Shares”) to the Company Principal Stockholder
      pursuant to the terms of the Merger Agreement, and of other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      and
      notwithstanding any registration on the part of the Parent Shares under the
      Securities Act, the Company Principal Stockholder agrees that, during the period
      beginning from the Effective Time (as defined in the Merger Agreement) and
      continuing until the date one (1) year thereafter (the “Release Date”), the
      Company Principal Stockholder shall not (a) offer, sell, contract to sell,
      pledge, grant any option to purchase, make any short sale or otherwise dispose
      of any Parent Shares, or (b) engage directly or indirectly in any
      transaction the likely result of which would involve a transaction prohibited
      by
      clause (a), except in each case as permitted by Section 3(e) below.
      Following the Release date, and regardless of whether any such shares are
      registered for resale or not, the Company Principal Stockholder shall restrict
      all sales of Parent Shares for one (1) additional year to an amount which,
      when
      taken together with all sales by the Company Principal Stockholder of Parent
      Shares within the then-preceding three months, shall not exceed the greater
      of:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)
                

            	
              one
                percent (1%) of the total Parent Shares then issued and outstanding
                as
                shown by the most recent publicly filed report or statement published
                by
                the Parent; or

            


      	 	 	 


    

    
      	 	
              (ii)
                

            	
              the
                average weekly reported volume of trading in Parent Shares on all
                national
                securities exchanges and/or reported through the automated quotation
                system of a registered securities association during the four calendar
                weeks preceding the date of receipt of the order to execute the
                transaction by the broker or the date of execution of the transaction
                directly with a market maker.

            


    

     

    (b) The
      foregoing restriction is expressly agreed to preclude the Company Principal
      Stockholder from engaging in any hedging or other transaction which is designed
      to, or reasonably expected to lead to, or result in, a sale or disposition
      of
      the Parent Shares even if such shares would be disposed of by someone other
      than
      the Company Principal Stockholder. Such prohibited hedging or other transactions
      would include without limitation any short sale or any purchase, sale or grant
      of any right (including without limitation any put or call option) with respect
      to any of the Parent Shares or with respect to any security that includes,
      relates to, or derives any significant part of its value from the Parent
      Shares.

     

    (c) The
      Company Principal Stockholder further represents and agrees that the undersigned
      has not taken and will not take, directly or indirectly, any action which is
      designed to or which has constituted or which might reasonably be expected
      to
      cause or result in stabilization or manipulation of the price of any security
      of
      Parent to facilitate the sale or resale of the Parent Shares, or which has
      otherwise constituted or will constitute any prohibited bid for or purchase
      of
      the Parent Shares or any related securities.

     

    (d) The
      Company Principal Stockholder acknowledges and agrees that, pending the Release
      Date, any additional Parent Shares acquired by such Stockholder upon exercise
      of
      replacement stock options may not be sold or otherwise transferred
      notwithstanding that a registration statement on Form S-8 or Form S-4
      may be effective with respect to the exercise of such options and the sale
      of
      Parent Shares obtained thereby.

    


    (e) Notwithstanding
      the foregoing restrictions on transfer, the Company Principal Stockholder may
      transfer the Parent Shares (i) in an amount not to exceed five percent (5%)
      of the total amount of Parent Shares received by the Company Principal
      Stockholder pursuant to the Merger; provided
      however,
      that
      such Parent Shares may not be transferred unless the Parent Shares are
      registered under the Securities Act, or (ii) as transfers by will or
      intestacy, or (iii) to any trust for the direct or indirect benefit of the
      Company Principal Stockholder or his immediate family; provided
      however,
      that any such transfer shall not involve a disposition for value. For purposes
      of this letter agreement, “immediate family” shall mean any relationship by
      blood, marriage or adoption, not more remote than first cousin.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f) The
      Company Principal Stockholder now has, and, except as contemplated by the
      preceding paragraph (e), at all times prior to the Release Date will have,
      good and marketable title to the Parent Shares still owned by him, free and
      clear of all liens, encumbrances, and claims whatsoever. The Company Principal
      Stockholder agrees and consents to the entry of stop transfer instructions
      with
      the Parent’s transfer agent and registrar against the transfer of the Parent
      Shares except in compliance with the foregoing restrictions in
      Sections 3(a) and (e) above. The Company Principal Stockholder
      understands that the restrictions with respect to the Parent Shares set forth
      herein are in addition to any other restrictions upon transfer that may arise
      pursuant to any other agreement to which the Company Principal Stockholder
      is a
      party or under applicable securities laws.

     

    4. Representations
      and Warranties of Stockholder.  The
      Company Principal Stockholder represents and warrants to Parent as
      follows:

     

    (a) As
      of the
      date of this Agreement and at all times through the Expiration
      Date:

    


    (i) He
      is the
      Beneficial Owner (free and clear of any encumbrances or restrictions) of the
      outstanding shares of Company Capital Stock set forth under the heading “Shares
      of Company Capital Stock Beneficially Owned”, on the signature page
      hereof;

     

    (ii) He
      is the
      Beneficial Owner (free and clear of any encumbrances or restrictions) of the
      outstanding Company Options and Other Rights set forth under the heading
“Company Options and Other Rights Beneficially Owned” on the signature page
      hereof; and

     

    (iii) He
      does
      not directly or indirectly Beneficially Own any shares of Company Capital Stock
      or Company Options or Other Rights or other securities of the Company, other
      than the shares of Company Capital Stock and Company Options and Other Rights
      set forth on the signature page hereof.

     

    (b) The
      Company Principal Stockholder has the legal capacity, power and authority to
      enter into and perform all of its obligations under this Agreement. This
      Agreement has been duly executed and delivered by the Company Principal
      Stockholder, and upon its execution and delivery by Parent, will constitute
      a
      legal, valid and binding obligation of the Company Principal Stockholder,
      enforceable against him in accordance with its terms, except as enforceability
      may be limited by bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting or relating to creditors rights generally, and the
      availability of injunctive relief and other equitable remedies.

     

    (c) The
      execution, delivery and performance by the Company Principal Stockholder of
      this
      Agreement will not (i) conflict with, require a consent, waiver or approval
      under, or result in a breach of or default under, any of the terms of any
      contract, commitment or other obligation (written or oral) to which such Company
      Principal Stockholder is a party or by which any of his assets may be
      bound.

     

    (d) No
      filing
      with, and no permit, authorization, consent or approval of, any state or federal
      public body or authority is necessary for the execution of this Agreement by
      the
      Company Principal Stockholder and the consummation by Company Principal
      Stockholder of the transactions contemplated hereby.

    


    5. Covenants
      of Stockholder.  The
      Company Principal Stockholder covenants and agrees for the benefit of Parent
      that, until the Expiration Date, he shall not:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) sell,
      transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose
      of,
      or enter into any contract, option or other arrangement or understanding with
      respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment,
      tender or other disposition of, (i) any Subject Shares or any interest
      therein, or (ii) any Company Options and Other Rights or any interest
      therein; provided,
      however,
      that
      Stockholder may convert, exercise or exchange Company Options and Other Rights
      into or for shares of Company Capital Stock in which event such shares of
      Capital Stock shall become and be deemed Subject Shares subject to all the
      terms
      and conditions of this Agreement;

     

    (b) acquire
      any shares of the stock of Parent except pursuant to existing Company Options
      and Other Rights or unless such shares shall become subject to the terms of
      this
      Agreement;

     

    (c) grant
      any
      powers of attorney or proxies or consents in respect of any of the Subject
      Shares, deposit any of such Subject Shares into a voting trust, or enter into
      a
      voting agreement with respect to any of such Subject Shares; or

     

    (d) take
      any
      other action with respect to the Subject Shares that would in any way restrict,
      limit or interfere with the performance of Company Principal Stockholder’s
      obligations hereunder or the transactions contemplated hereby and the Merger
      Agreement.

     

    6. Adjustments;
      Additional Shares.  In
      the event (a) of any stock dividend, stock split, merger, recapitalization,
      reclassification, combination, exchange of shares or the like of the capital
      stock of the Company on, of or affecting the Subject Shares, or (b) that
      Stockholder shall become the Beneficial Owner of any additional shares of
      Company Capital Stock or other securities entitling the holder thereof to vote
      or give consent with respect to the matters set forth in Section 2(a), then
      the terms of this Agreement shall apply to the shares of Company Capital Stock
      or other instruments or documents held by Stockholder immediately following
      the
      effectiveness of the events described in clause (a) or Stockholder becoming
      the Beneficial Owner thereof as described in clause (b), as though, in
      either case, they were Subject Shares hereunder. The foregoing shall apply
      (mutatis
      mutandis)
      to the
      Subject Shares and Section 3 of this Agreement.

     

    7. Amendments
      and Waivers.  Any
      provision of this Agreement may be amended or waived if, and only if, such
      amendment or waiver is in writing and is signed, in the case of an amendment,
      by
      each party to this Agreement, or in the case of a waiver, by the party against
      whom the waiver is to be effective. No failure or delay by any party in
      exercising any right or privilege hereunder shall operate as a waiver thereof,
      nor shall any single or partial exercise thereof preclude any other or further
      exercise thereof or the exercise of any other right, power or privilege. To
      the
      maximum extent permitted by law, (a) no waiver that may be given by a party
      shall be applicable except in the specific instance for which it was given
      and
      (b) no notice to or demand on one party shall be deemed to be a waiver of
      any obligation of such party or the right of the party giving such notice or
      demand to take further action without notice or demand.

     

    8. Assignment.  This
      Agreement may not be assigned by any party hereto without the prior written
      consent of the other parties. Subject to the foregoing, all of the terms and
      provisions of this Agreement shall inure to the benefit of and be binding upon
      the parties hereto and their respective executors, heirs, personal
      representatives, successors and assigns.

     

    9. Entire
      Agreement.  This
      Agreement and the documents, instruments and other agreements specifically
      referred to herein or delivered pursuant hereto, set forth the entire
      understanding of the parties with respect to the subject matter hereof. Any
      and
      all previous agreements and understandings between or among the parties
      regarding the subject matter hereof, whether written or oral, are superseded
      by
      this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    10. Notices.  Any
      notice, request, demand, waiver, consent, approval or other communication which
      is required or permitted hereunder shall be in writing and shall be deemed
      given
      (a) on the date established by the sender as having been delivered
      personally; (b) on the date delivered by a private courier as established
      by the sender by evidence obtained from the courier; (c) on the date sent
      by facsimile, with confirmation of transmission, if sent during normal business
      hours of the recipient, if not, then on the next business day; or (d) on
      the fifth day after the date mailed, by certified or registered mail, return
      receipt requested, postage prepaid. Such communications, to be valid, must
      be
      addressed as follows:

     

    If
      to
      Parent, to:

     

    GCA
      II Acquisition Corp. 

    115
      East
      57th
      Street,
      Suite 1006

    New
      York,
      New York 10022

    Attn:
      Michael M. Membrado

    


    Facsimile:
      646-486-9771

     

    With
      a
      required copy to:

     

    M.M.
      Membrado, PLLC

    115
      East
      57th
      Street,
      Suite 1006

    New
      York,
      New York 10022

    Attn:
      Michael M. Membrado

    


    Facsimile:
      646-486-9771

     

    If
      to any
      of the Company Principal Stockholder:

     

    SecurLinx
      Holding Corp.

    150
      Clay
      Street, Suite 440

    Morgantown,
      WV 26501

    Att:
      Barry L. Hodge, CEO

    


    Fax:
      304-292-2053

     

    With
      a
      required copy to:

     

    Steptoe
      & Johnson, PLLC

    Chase
      Tower, Eighth Floor

    P.O.
      Box
      1588

    Chareleston,
      WV 25326-1588 

    Att:
      Mike
      Stuart, Esq.

    


    Fax:
      304-353-8180

     

    or
      to
      such other address or to the attention of such person or persons as the
      recipient party has specified by prior written notice to the sending party
      (or
      in the case of counsel, to such other readily ascertainable business address
      as
      such counsel may hereafter maintain). If more than one method for sending notice
      as set forth above is used, the earliest notice date established as set forth
      above shall control.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    11. 
      Captions.  
      All captions contained in this Agreement are for convenience of reference only,
      do not form a part of this Agreement and shall not affect in any way the meaning
      or interpretation of this Agreement.

     

    12. 
      Severability;
      Enforcement.  Any
      provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall be ineffective to the extent of such invalidity or
      unenforceability without invalidating or rendering unenforceable the remaining
      provisions hereof, and any such invalidity or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    13. 
      Specific
      Performance.  The
      Company Principal Stockholder acknowledges that the agreements contained in
      this
      Agreement are an integral part of the transactions contemplated by the Merger
      Agreement, and that, without these agreements, Parent would not enter into
      the
      Merger Agreement, and acknowledges that damages would be an inadequate remedy
      for any breach by the Company Principal Stockholder of the provisions of this
      Agreement. Accordingly, the Company Principal Stockholder agrees that his
      obligations hereunder shall be specifically enforceable and he shall not take
      any action to impede the other from seeking to enforce such right of specific
      performance.

     

    14. 
      Consent
      to Jurisdiction.  Each
      party irrevocably submits to the exclusive jurisdiction of (a) New York
      County, New York, and (b) the United States District Court for the Southern
      District of New York, for the purposes of any action, suit or proceeding arising
      out of this Agreement or any transaction contemplated hereby. Each party agrees
      to commence any such action, suit or proceeding either in the United States
      District Court for the Southern District of New York or if such action, suit
      or
      proceeding may not be brought in such court for jurisdictional reasons, in
      the
      Supreme Court sitting in New York County (including its Appellate Division).
      Each party further agrees that service of any process, summons, notice or
      document by U.S. registered mail to such party’s respective address set
      forth above shall be effective service of process for any action, suit or
      proceeding in New York with respect to any matters to which it has submitted
      to
      jurisdiction in this Section 15. Each party irrevocably and unconditionally
      waives any objection to the laying of venue of any action, suit or proceeding
      arising out of this Agreement or the transactions contemplated hereby in
      (i) the United States District Court for the Southern District of New York,
      or (ii) the Supreme Court sitting in New York County (including its
      Appellate Division), and hereby further irrevocably and unconditionally waives
      and agrees not to plead or claim in any such court that any such action, suit
      or
      proceeding brought in any such court has been brought in an inconvenient forum.
      EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION
      (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
      THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION,
      PERFORMANCE AND ENFORCEMENT HEREOF.

     

    15. 
      Governing
      Law.  This
      Agreement shall be governed by and interpreted and enforced in accordance with
      the laws of the State of New York, without giving effect to any choice of law
      or
      conflict of laws rules or provisions (whether of the State of New York or any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of New York, except to the extent that the
      voting of the Subject Shares is subject to the corporate law of the State of
      Delaware.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      all
      as of the day and year first above written.

     

    GCA
      II
      ACQUISITION CORP.

     

    
      	
              By:
                

            	 
	
              Name:

            	
              Michael
                M. Membrado

            
	
              Title:

            	
              President
                and Chief Executive Officer

            


    

     

    COMPANY
      PRINCIPAL STOCKHOLDER: 

     

    
      	
               

            
	
              Barry
                L. Hodge

            


    

    


    Shares
      of
      Company Common Stock Beneficially Owned: __________________

     

    Company
      Options and Other Rights Beneficially Owned: __________________

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT B

      


      CERTIFICATE
        OF MERGER

      OF

      SECURLINX
        HOLDING CORP.

      AND

      SECURLINX
        ACQUISITION CORP.

       

      Pursuant
        to Section 251 of the General Corporation Law of the State of Delaware (the
“DGCL”), SecurLinx Acquisition Corp., a Delaware corporation, DOES HEREBY
        CERTIFY that:

       

      1. The
        name
        and jurisdiction of incorporation of each of the constituent corporations
        to the
        merger (collectively, the “Constituent Corporations”) are as
        follows:

      


      
        	
                Name

              	 	
                Jurisdiction
                  of Incorporation

              
	
                Securlinx
                  Holding Corp.

              	 	
                Delaware

              
	
                Securlinx
                  Acquisition Corp.

              	 	
                Delaware

              


      

       

      2. An
        Agreement and Plan of Merger, dated as of August 1, 2008 (the “Agreement
        and Plan of Merger”), by and among GCA II Acquisition Corp., a Delaware
        corporation, and each of the Constituent Corporations, providing for the
        merger
        of SecurLinx Acquisition Corp, with and into SecurLinx Holding Corp. has
        been
        approved, adopted, certified, executed and acknowledged by each of the
        Constituent Corporations in accordance with the requirements of
        Sections 228 and 251 of the DGCL.

       

      3. The
        name
        of the corporation surviving the merger is SecurLinx Holding Corp., a Delaware
        corporation (the “Surviving Corporation”).

       

      4. The
        Certificate of Incorporation of SecurLinx Holding Corp., as now in force
        and
        effect, shall continue to be the Certificate of Incorporation of the Surviving
        Corporation until amended and changed pursuant to the provisions of the
        DGCL.

       

      5. The
        Bylaws of SecurLinx Holding Corp., as now in full force and effect, shall
        continue to be the Bylaws of the Surviving Corporation until amended and
        changed
        pursuant to the provisions of the DGCL.

       

      6. The
        officers and directors of SecurLinx Holding Corp. immediately prior to the
        filing of this Certificate of Merger with the Secretary of State of the State
        of
        Delaware shall remain the officers and directors of the Surviving Corporation,
        each to hold office until their respective death, permanent disability,
        resignation or removal or until their respective successors are duly elected
        and
        qualified, all in accordance with the Certificate of Incorporation and Bylaws
        of
        the Surviving Corporation and the DGCL.

       

      7. The
        executed Agreement and Plan of Merger is on file at an office of the Surviving
        Corporation, the address of which is as follows:

      


      SecurLinx
        Holding Corp. 

      150
        Clay
        Street, Suite 440

      Morgantown,
        WV 26501

       

      8. A
        copy of
        the Agreement and Plan of Merger will be furnished by the Surviving Corporation,
        on request and without cost, to any stockholder of either Constituent
        Corporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9. This
        Certificate of Merger, and the merger provided for herein, shall be effective
        immediately upon its filing with the Secretary of State of the State of
        Delaware.

       

      IN
        WITNESS WHEREOF, this Certificate of Merger has been duly executed on ________
        __, 2008.

       

      
        	 	
                SECURLINX
                  HOLDING CORP.

              
	 	 	 
	 	
                By 

              	 
	 	
                Name:        Barry
                  L. Hodge

              
	 	
                Title:          President

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      C

    


    CERTIFICATE
      OF INCORPORATION

    


    OF

    


    SECURLINX
      ACQUISITION CORP.

     

    (Pursuant
      to Section 102 of the Delaware General Corporation Law)  


    


    1.
      The
      name of the corporation is SecurLinx Acquisition Corp. (the
“Corporation”).

    


    2.
      The
      address of its registered office in the State of Delaware is 160 Greentree
      Drive, Suite 101, Dover, Delaware 19904, County of Kent. The name of its
      registered agent at such address is the National Registered Agents,
      Inc..

    


    3.
      The
      nature of the business or purposes to be conducted or promoted is to engage
      in
      any lawful act or activity for which corporations may be organized under the
      General Corporation Law of Delaware (the “DGCL”).

    


    4.
      The
      Corporation is to have perpetual existence.

    


    5.
      The
      total number of shares of capital stock which the Corporation shall have
      authority to issue is: two million (2,000,000). These shares shall be divided
      into two classes with 1,000,000 shares designated as common stock at $.0001
      par
      value (the “Common Stock”) and 1,000,000 shares designated as preferred stock at
      $.0001 par value (the “Preferred Stock”).

    


    The
      Preferred Stock of the Corporation shall be issued by the Board of Directors
      of
      the Corporation in one or more classes or one or more series within any class
      and such classes or series shall have such voting powers, full or limited,
      or no
      voting powers, and such designations, preferences, limitations or restrictions
      as the Board of Directors of the Corporation may determine, from time to
      time.

    


    Holders
      of shares of Common Stock shall be entitled to cast one vote for each share
      held
      at all stockholders’ meetings for all purposes, including the election of
      directors. The Common Stock does not have cumulative voting rights.

    


    No
      holder
      of shares of stock of any class shall be entitled as a matter of right to
      subscribe for or purchase or receive any part of any new or additional issue
      of
      shares of stock of any class, or of securities convertible into shares of stock
      of any class, whether now hereafter authorized or whether issued for money,
      for
      consideration other than money, or by way of dividend.

    


    6.
 
      The Board of Directors shall have the power to adopt, amend or repeal the
      by-laws of the Corporation.  

     

    7.
 
      No director shall be personally liable to the Corporation or its stockholders
      for monetary damages for any breach of fiduciary duty by such director as a
      director. Notwithstanding the foregoing sentence, a director shall be liable
      to
      the extent provided by applicable law, (i) for breach of the director’s duty of
      loyalty to the Corporation or its stockholders, (ii) for acts or omissions
      not
      in good faith or which involve intentional misconduct or a knowing violation
      of
      law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction
      from
      which the director derived an improper personal benefit. If the DGCL hereafter
      is amended to authorize the further elimination or limitation of the liability
      of directors, then the liability of a director of the Corporation, in addition
      to the limitation on personal liability provided herein, shall be limited to
      the
      fullest extent permitted by the amended DGCL. No amendment to or repeal of
      this
      Article 7 shall apply to or have any effect on the liability or alleged
      liability of any director of the Corporation for or with respect to any acts
      or
      omissions of such director occurring prior to such amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.
 
      The Corporation shall indemnify, to the fullest extent permitted by Section
      145
      of the DGCL, as amended from time to time, each person that such section grants
      the Corporation the power to indemnify.

    


    9.
      The
      name and mailing address of the incorporator is Michael M. Membrado, c/o M.M.
      Membrado, PLLC, 115 East 57th
      Street,
      Tenth Floor, New York, New York 10022.

    


    IN
      WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named,
      has
      executed, signed and acknowledged this certificate of incorporation this
      29th
      day of
      July, 2008.

    


    
      	 	
            
	
              Michael
                M. Membrado, Incorporator

            	
            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

    


    BY-LAWS

    


    OF

    


    SECURLINX
      ACQUISITION CORP. 

    ~
      A
      Delaware corporation
      ~

    


    ARTICLE
      I

    


    STOCKHOLDERS

     

    Section
      1. 
      Certificates
      Representing Stock.
      (a)
      Certificates representing stock in the corporation shall be signed by, or in
      the
      name of, the corporation by the Chairman or Vice-Chairman of the Board of
      Directors, if any, or by the President or a Vice-President and by the Treasurer
      or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
      corporation. Any or all the signatures on any such certificate may be a
      facsimile. In case any officer, transfer agent, or registrar who has signed
      or
      whose facsimile signature has been placed upon a certificate shall have ceased
      to be such officer, transfer agent, or registrar before such certificate is
      issued, it may be issued by the corporation with the same effect as if he were
      such officer, transfer agent, or registrar at the date of issue.

    


    (b)
        Whenever the corporation shall be authorized to issue more than one class
      of stock or more than one series of any class of stock, and whenever the
      corporation shall issue any shares of its stock as partly paid stock, the
      certificates representing shares of any such class or series or of any such
      partly paid stock shall set forth thereon the statements prescribed by the
      General Corporation Law. Any restrictions on the transfer or registration of
      transfer of any shares of stock of any class or series shall be noted
      conspicuously on the certificate representing such shares.

    


    (c)
        The corporation may issue a new certificate of stock or uncertificated
      shares in place of any certificate theretofore issued by it, alleged to have
      been lost, stolen or destroyed, and the Board of Directors may require the
      owner
      of the lost, stolen or destroyed certificate, or his legal representative,
      to
      give the Corporation a bond sufficient to indemnify the corporation against
      any
      claim that may be made against it on account of the alleged loss, theft or
      destruction of any such certificate or the issuance of any such new certificate
      or uncertificated shares.

     

    Section
      2. 
      Uncertificated
      Shares.
      Subject
      to any conditions imposed by the General Corporation Law, the Board of Directors
      of the corporation may provide by resolution or resolutions that some or all
      of
      any or all classes or series of the stock of the corporation shall be
      uncertificated shares. Within a reasonable time after the issuance or transfer
      of any uncertificated shares, the corporation shall send to the registered
      owner
      thereof any written notice prescribed by the General Corporation
      Law.

     

    Section
      3. 
      Fractional
      Share Interests.
      The
      corporation may, but shall not be required to, issue fractions of a share.
      If
      the Corporation does not issue fractions of a share, it shall (1) arrange for
      the disposition of fractional interests by those entitled thereto, (2) pay
      in
      cash the fair value of fractions of a share as of the time when those entitled
      to receive such fractions are determined, or (3) issue scrip or warrants in
      registered form (either represented by a certificate or uncertificated) or
      bearer form (represented by a certificate) which shall entitle the holder to
      receive a full share upon the surrender of such scrip or warrants aggregating
      a
      full share. A certificate for a fractional share or an uncertificated fractional
      share shall, but scrip or warrants shall not unless otherwise provided therein,
      entitle the holder to exercise voting rights, to receive dividends thereon,
      and
      to participate in any of the assets of the Corporation in the event of
      liquidation. The Board of Directors may cause scrip or warrants to be issued
      subject to the conditions that they shall become void if not exchanged for
      certificates representing the full shares
      or
      uncertificated full shares before a specified date, or subject to the conditions
      that the shares for which scrip or warrants are exchangeable may be sold by
      the
      corporation and the proceeds thereof distributed to the holders of scrip or
      warrants, or subject to any other conditions which the Board of Directors may
      impose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4. 
      Stock
      Transfers.
      Upon
      compliance with provisions restricting the transfer or registration of transfer
      of shares of stock, if any, transfers or registration of transfers of shares
      of
      stock of the corporation shall be made only on the stock ledger of the
      corporation by the registered holder thereof, or by his attorney thereunto
      authorized by power of attorney duly executed and filed with the Secretary
      of
      the corporation or with a transfer agent or a registrar, if any, and, in the
      case of shares represented by certificates, on surrender of the certificate
      or
      certificates for such shares of stock properly endorsed and the payment of
      all
      taxes due thereon.

     

    Section
      5. 
      Record
      Date For Stockholders.
      In
      order that the corporation may determine the stockholders entitled to notice
      of
      or to vote at any meeting of stockholders or any adjournment thereof, the Board
      of Directors may fix a record date, which record date shall not precede the
      date
      upon which the resolution fixing the record date is adopted by the Board of
      Directors, and which record date shall not be more than sixty nor less than
      ten
      days before the date of such meeting. If no record date is fixed by the Board
      of
      Directors, the record date for determining stockholders entitled to notice
      of or
      to vote at a meeting of stockholders shall be at the close of business on the
      day next preceding the day on which notice is given, or, if notice is waived,
      at
      the close of business on the day next preceding the day on which the meeting
      is
      held. A determination of stockholders of record entitled to notice of or to
      vote
      at a meeting of stockholders shall apply to any adjournment of the meeting;
      provided,
      however,
      that
      the Board of Directors may fix a new record date for the adjourned meeting.
      In
      order that the corporation may determine the stockholders entitled to consent
      to
      corporate action in writing without a meeting, the Board of Directors may fix
      a
      record date, which record date shall not precede the date upon which the
      resolution fixing the record date is adopted by the Board of Directors, and
      which date shall not be more than ten days after the date upon which the
      resolution fixing the record date is adopted by the Board of Directors. If
      no
      record date has been fixed by the Board of Directors, the record date for
      determining the stockholders entitled to consent to corporate action in writing
      without a meeting, when no prior action by the Board of Directors is required
      by
      the General Corporation Law, shall be the first date on which a signed written
      consent setting forth the action taken or proposed to be taken is delivered
      to
      the corporation by delivery to its registered office in the State of Delaware,
      its principal place of business, or an officer or agent of the corporation
      having custody of the book in which proceedings of meeting of stockholders
      are
      recorded. Delivery made to the corporation’s registered office shall be by hand
      or by certified or registered mail, return receipt requested. If no record
      date
      has been fixed by the Board of Directors and prior action by the Board of
      Directors is required by the General Corporation Law, the record date for
      determining stockholders entitled to consent to corporate action in writing
      without a meeting shall be at the close of business on the day on which the
      Board of Directors adopts the resolution taking such prior action. In order
      that
      the corporation may determine the stockholders entitled to receive payment
      of
      any dividend or other distribution or allotment of any rights or the
      stockholders entitled to exercise any rights in respect of any change,
      conversion, or exchange of stock, or for the purpose of any other lawful action,
      the Board of Directors may fix a record date, which record date shall not
      precede the date upon which the resolution fixing the record date is adopted,
      and which record date shall be not more than sixty days prior to such action.
      If
      no record date is fixed, the record date for determining stockholders for any
      such purpose shall be at the close of business on the day on which the Board
      of
      Directors adopts the resolution relating thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      6. 
      Meaning
      of Certain Terms.
      As used
      herein in respect of the right to notice of a meeting of stockholders or a
      waiver thereof or to participate or vote thereat or to consent or dissent in
      writing in lieu of meeting, as the case may be, the term “share” or “shares” or
“share of stock” or “shares of stock” or “stockholder” or “stockholders” refers
      to an outstanding share or shares of stock and to a holder or holders of record
      of outstanding shares of stock when the corporation is authorized to issue
      only
      one class of shares of stock, and said reference is also intended to include
      any
      outstanding share or shares of stock and any holder or holders of record of
      outstanding shares of stock of any class upon which or upon whom the certificate
      of incorporation confers such rights where there are two or more classes or
      series of shares of stock or upon which or upon whom the General Corporation
      Law
      confers such rights notwithstanding that the certificate of incorporation may
      provide for more than one class or series of shares of stock, one or more of
      which are limited or denied such rights thereunder; provided,
      however, that
      no
      such right shall vest in the event of an increase or a decrease in the
      authorized number of shares of stock of any class or series which is otherwise
      denied voting rights under the provisions of the certificate of incorporation,
      except as any provision of law may otherwise require.

    


    Section
      7. 
      Stockholder
      Meetings
      .

    


    Time.
      The
      annual meeting shall be held on the date and at the time fixed, from time to
      time, by the directors, provided that the first annual meeting shall be held
      on
      a date within thirteen months after the organization of the corporation, and
      each successive annual meeting shall be held on a date within thirteen months
      after the date of the preceding annual meeting. A special meeting shall be
      held
      on the date and at the time fixed by the directors.

    


    Place.
      Annual
      meetings and special meetings shall be held at such place, within or without
      the
      State of Delaware, as the directors may, from time to time, fix. Whenever the
      directors shall fail to fix such place, the meeting shall be held at the
      registered office of the corporation in the State of Delaware.

    


    Call.
      Annual
      meetings and special meetings may be called by the directors or by any officer
      instructed by the directors to call the meeting.

    


    Notice
      or Waiver of Notice.
      Written
      notice of all meetings shall be given, stating the place, date, hour of the
      meeting and stating the place within the city or other municipality or community
      at which the list of stockholders of the corporation may be examined. The notice
      of an annual meeting shall state that the meeting is called for the election
      of
      directors and for the transaction of other business which may properly come
      before the meeting, and shall (if any other action which could be taken at
      a
      special meeting is to be taken at such annual meeting) state the purpose or
      purposes. The notice of a special meeting shall in all instances state the
      purpose or purposes for which the meeting is called. The notice of any meeting
      shall also include, or be accompanied by, any additional statements,
      information, or documents prescribed by the General Corporation Law. Except
      as
      otherwise provided by the General Corporation Law, a copy of the notice of
      any
      meeting shall be given, personally or by mail, not less than ten days nor more
      than sixty days before the date of the meeting, unless the lapse of the
      prescribed period of time shall have been waived, and directed to each
      stockholder at his record address or at such other address which he may have
      furnished by request in writing to the Secretary of the corporation. Notice
      by
      mail shall be deemed to be given when deposited, with postage thereon prepaid,
      in the United States Mail. If a meeting is adjourned to another time, not more
      than thirty days hence, and/or place is made at the meeting, it shall not be
      necessary to give notice of the adjourned meeting unless the directors, after
      adjournment, fix a new record date for the adjourned meeting. Notice need not
      be
      given to any stockholder who submits a written waiver of notice signed by him
      before or after the time stated therein. Attendance of a stockholder at a
      meeting of stockholders shall constitute a waiver of notice of such meeting,
      except when the stockholder attends the meeting for the express purpose of
      objecting, at the beginning of the meeting, to the transaction of any business
      because the meeting is not lawfully called or convened. Neither the business
      to
      be transacted at, not the purpose of, any regular or special meeting of the
      stockholders need be specified in any written waiver of notice.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Stockholder
      List.
      The
      officer who has charge of the stock ledger of the corporation shall prepare
      and
      make, at least ten days before every meeting of stockholders, a complete list
      of
      the stockholders, arranged in alphabetical order, and showing the address of
      each stockholder and the number of shares registered in the name of each
      stockholder. Such list shall be open to the examination of any stockholder,
      for
      any purpose germane to the meeting, during ordinary business hours, for a period
      of at least ten days prior to the meeting, either at a place within the city
      or
      other municipality or community where the meeting is to be held, which place
      shall be specified in the notice of the meeting, or if not so specified, at
      the
      place where the meeting is to be held. The list shall also be produced and
      kept
      at the time and place of the meeting during the whole time thereof, and may
      be
      inspected by any stockholder who is present. The stock ledger shall be the
      only
      evidence as to who are the stockholders entitled to examine the stock ledger,
      the list required by this section or the books of the corporation, or to vote
      at
      any meeting of stockholders.

    


    Conduct
      of Meeting.
      Meetings of the stockholders shall be presided over by one of the following
      officers in the order of seniority and if present and acting-the Chairman of
      the
      Board, if any, the Vice-Chairman of the Board, if any, the President, a
      Vice-President, or, if none of the foregoing is in office and present and
      acting, by a chairman to be chosen by the stockholders. The Secretary of the
      corporation, or in his absence, an Assistant Secretary, shall act as secretary
      of every meeting, but if neither the Secretary nor an Assistant Secretary is
      present the Chairman of the meeting shall appoint a secretary of the
      meeting.

    


    Proxy
      Representation.
      Every
      stockholder may authorize another person or persons to act for him by proxy
      in
      all matters in which a stockholder is entitled to participate, whether by
      waiving notice of any meeting, voting or participating at a meeting, or
      expressing consent or dissent without a meeting. Every proxy must be signed
      by
      the stockholder or by his attorney-in-fact. No proxy shall be voted or acted
      upon after three years from its date unless such proxy provides for a longer
      period. A duly executed proxy shall be irrevocable if it states that is
      irrevocable and, if, and only as long as it is coupled with an interest
      sufficient in law to support an irrevocable power. A proxy may be made
      irrevocable regardless of whether the interest with which it is coupled is
      an
      interest in the stock itself or an interest in the corporation
      generally.

    


    Inspectors.
      The
      directors, in advance of any meeting, may, but need not, appoint one or more
      inspectors of election to act at the meeting or any adjournment thereof. If
      any
      inspector or inspectors are not appointed, the person presiding at the meeting
      may, but need not appoint one or more inspectors. In case any person who may
      be
      appointed as an inspector fails to appear or act, the vacancy may be filled
      by
      appointment made by the directors in advance of the meeting or at the meeting
      by
      the person presiding thereat. Each inspector, if any, before entering upon
      the
      discharge of his duties, shall take and sign an oath faithfully to execute
      the
      duties of inspectors at such meeting with strict impartiality and according
      to
      the best of his ability. The inspectors, if any, shall determine the number
      of
      shares of stock outstanding and the voting power of each, the shares of stock
      represented at the meeting, the existence of a quorum, the validity and effect
      of proxies, and shall receive votes, ballots, or consents, hear and determine
      all challenges and questions arising in connection with the right to vote,
      count
      and tabulate all votes, ballots, or consents, determine the result, and do
      such
      acts as are proper to conduct the election or vote with fairness to all
      stockholders. Upon request of the person presiding at the meeting, the inspector
      or inspectors, if any, shall make a report in writing of any challenge,
      question, or matter determined by him or them and execute a certificate of
      any
      fact found by him or them. Except as otherwise required by subsection (e) of
      Section 231 of the General Corporation Law, the provisions of that Section
      shall
      not apply to the corporation.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Quorum.
      The
      holders of a majority of the outstanding shares of stock shall constitute a
      quorum at a meeting of stockholders for the transaction of any business. The
      stockholders presents may adjourn the meeting despite the absence of a
      quorum.

    


    Voting.
      Each
      share of stock shall entitle the holder thereof to one vote. Directors shall
      be
      elected by a plurality of the votes of the shares present in person or
      represented by proxy at the meeting and entitled to vote on the election of
      directors. Any other action shall be authorized by a majority of the votes
      cast
      except where the General Corporation Law prescribes a different percentage
      of
      votes and/or a different exercise of voting power, and except as may be
      otherwise prescribed by the provisions of the certificate of incorporation
      and
      these Bylaws. In the election of directors, and for any other action, voting
      need not be by ballot.

    


    Section
      8. 
      Stockholder
      Action Without Meetings.
      Any
      action required by the General Corporation Law to be taken at any annual or
      special meeting of stockholders, or any action which may be taken at any annual
      or special meeting of stockholders, may be taken without a meeting, without
      prior notice and without a vote, if a consent in writing, setting forth the
      action so taken, shall be signed by the holders of outstanding stock having
      not
      less than the minimum number of votes that would be necessary to authorize
      or
      take such action at a meeting at which all shares entitled to vote thereon
      were
      present and voted. Prompt notice of the taking of the corporate action without
      a
      meeting by less than unanimous written consent shall be given to those
      stockholders who have not consented in writing. Action taken pursuant to this
      paragraph shall be subject to the provisions of Section 228 of the General
      Corporation Law.

    


    ARTICLE
      II

    


    DIRECTORS

    


    Section
      1. 
      Functions
      and Definition.
      The
      business and affairs of the corporation shall be managed by or under the
      direction of the Board of Directors of the corporation. The Board of Directors
      shall have the authority to fix the compensation of the members thereof. The
      use
      of the phrase “whole board” herein refers to the total number of directors which
      the corporation would have if there were no vacancies.

    


    Section
      2. 
      Qualifications
      and Number.
      A
      director need not be a stockholder, a citizen of the United States, or a
      resident of the State of Delaware. The initial Board of Directors shall consist
      of one (1) person. Thereafter, the number of directors may be increased or
      decreased from time to time by action of the stockholders or of the directors,
      or, if the number is not fixed, the number shall be one (1).

     

    Section
      3. 
      Election
      and Term.
      The
      first Board of Directors, unless the members thereof shall have been named
      in
      the certificate of incorporation, shall be elected by the incorporator or
      incorporators and shall hold office until first annual meeting of stockholders
      and until their successors are elected and qualified or until their earlier
      resignation or removal. Any director may resign at any time upon written notice
      to the corporation. Thereafter, directors who are elected at an annual meeting
      of stockholders, and directors who are elected in the interim to fill vacancies
      and newly created directorships, shall hold office until the next annual meeting
      resignation or removal. Except as the General Corporation Law may otherwise
      require, in the interim between annual meetings of stockholders or of special
      meetings of stockholders called for the election of directors and/or for the
      removal of one or more directors and for the filling of any vacancy in that
      connection, newly created directorships and any vacancies in the Board of
      Directors, including unfilled vacancies resulting from the removal of directors
      for cause or without cause, may be filled by the vote of a majority of the
      remaining directors then in office, although less than a quorum, or by the
      sole
      remaining director.  

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      4. 
      MEETINGS.

    


    TIME.
      Meetings shall be held at such time as the Board shall fix, except that the
      first meeting of a newly elected Board shall be held as soon after its election
      as the directors may conveniently assemble.

    


    PLACE.
      Meetings shall be held at such place within or without the State of Delaware
      as
      shall be fixed by the Board.

    


    CALL.
      No call
      shall be required for regular meetings for which the time and place have been
      fixed. Special meetings may be called by or at the direction of the Chairman
      of
      the Board, if any, the Vice-Chairman of the Board, if any, of the President,
      or
      of a majority of the directors in office.

    


    NOTICE
      OR ACTUAL OR CONSTRUCTIVE WAIVER.
      No
      notice shall be required for regular meetings for which the time and place
      have
      been fixed. Written, oral, or any other mode of notice of the time and place
      shall be given for special meetings in sufficient time for the convenient
      assembly of the directors thereat. Notice need not be given to any director
      or
      to any member of a committee of directors who submits a written waiver of notice
      signed by him before or after the time stated therein. Attendance of any such
      person at a meeting shall constitute a waiver of notice of such meeting, except
      when he attends a meeting for the express purpose of objecting, at the beginning
      of the meeting, to the transaction of any business because the meeting is not
      lawfully called or convened. Neither the business to be transacted at, nor
      the
      purpose of, any regular or special meeting of the directors need be specified
      in
      any written waiver of notice.

    


    QUORUM
      AND ACTION.
      A
      majority of the whole Board shall constitute a quorum except when a vacancy
      or
      vacancies prevents such majority, whereupon a majority of the directors in
      office shall constitute a quorum, provided, that such majority shall constitute
      at least one-third of the whole Board. A majority of the directors present,
      whether or not a quorum is present, may adjourn a meeting to another time and
      place. Except as herein otherwise provided, and except as otherwise provided
      by
      the General Corporation Law, the vote of the majority of the directors present
      at a meeting at which a quorum is present shall be the act of the Board. The
      quorum and voting provisions herein stated shall not be construed as conflicting
      with any provisions of the General Corporation Law and these Bylaws which govern
      a meeting of the directors held to fill vacancies and newly created
      directorships in the Board or action of disinterested directors.

    


    Any
      member or members of the Board of Directors or of any committee designated
      by
      the Board, may participate in a meeting of the Board, or any such committee,
      as
      the case may be, by means of conference telephone or similar communications
      equipment by means of which all persons participating in the meeting can hear
      each other.

    


    CHAIRMAN
      OF THE MEETING.
      The
      Chairman of the Board, if any and if present and acting, shall preside at all
      meetings. Otherwise, the Vice-Chairman of the Board, if any and if present
      and
      acting, or the President, if present and acting, or any other director chosen
      by
      the Board, shall preside.

    


    Section
      5. 
      REMOVAL
      OF DIRECTORS.
      Except
      as may otherwise be provided by the General Corporation Law, any director or
      the
      entire Board of Directors may be removed, with or without cause, by the holders
      of a majority of the shares then entitled to vote at an election of
      directors.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      6. 
      COMMITTEES
      . The
      Board of Directors may, by resolution passed by a majority of the whole Board,
      designate one or more committees, each committee to consist of one or more
      of
      the directors of the corporation. The Board may designate one or more directors
      as alternate members of any committee, who may replace any absent or
      disqualified member at any meeting of the committee. In the absence or
      disqualification of any member of any such committee or committees, the member
      or members thereof present at any meeting and not disqualified from voting,
      whether or not he or they constitute a quorum, may unanimously appoint another
      member of the Board of Directors to act at the meeting in the place of any
      such
      absent or disqualified member. Any such committee, to the extent provided in
      the
      resolution of the Board, shall have and may exercise the powers and authority
      of
      the Board of Directors in the management of the business and affairs of the
      corporation with the exception of any authority the delegation of which is
      prohibited by Section 141 of the General Corporation Law, and may authorize
      the
      seal of the corporation to be affixed to all papers which may require
      it.

     

    Section
      7. 
      WRITTEN
      ACTION.
      Any
      action required or permitted to be taken at any meeting of the Board of
      Directors or any committee thereof may be taken without a meeting if all members
      of the Board or committee, as the case may be, consent thereto in writing,
      and
      the writing or writings are filed with the minutes of proceedings of the Board
      or committee.

    


    Section
      8.   BOARD
      OF ADVISORS.  
      The
      Board of Directors, in its discretion, may establish a Board of Advisors,
      consisting of individuals who may or may not be stockholders or directors of
      the
      Corporation. The purpose of the Board of Advisors would be to advise the
      officers and directors of the Corporation with respect to such matters as such
      officers and directors shall choose, and any other matters which the members
      of
      such Board of Advisors deem appropriate in furtherance of the best interest
      of
      the Corporation. The Board of Advisors shall meet on such basis as the members
      thereof may determine. The Board of Directors may eliminate the Board of
      Advisors at any time. No member of the Board of Advisors, nor the Board of
      Advisors itself, shall have any authority of the Board of Directors or any
      decision-making power and shall be merely advisory in nature. Unless the Board
      of Directors determines another method of appointment, the President shall
      recommend possible members of the Board of Advisors to the Board of Directors,
      who shall approve such appointments or reject them.

     

    ARTICLE
      III

    


    OFFICERS

    


    The
      officers of the corporation shall consist of a President, a Secretary, a
      Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
      Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive
      Vice-President, one or more other Vice-Presidents, one or more Assistant
      Secretaries, one or more Assistant Treasurers, and such other officers with
      such
      title as the resolution of the Board of Directors choosing them shall designate.
      Except as may otherwise be provided in the resolution of the Board of Directors
      choosing him, no officer other than the Chairman or Vice-Chairman of the Board,
      if any, need be a director. Any number of offices may be held by the same
      person, as the directors may determine.

    


    Unless
      otherwise provided in the resolution choosing him, each officer shall be chosen
      for a term which shall continue until the meeting of the Board of Directors
      following the next annual meeting of stockholders and until his successor shall
      have been chosen and qualified.

    


    All
      officers of the corporation shall have such authority and perform such duties
      in
      the management and operation of the corporation as shall be prescribed in the
      resolutions of the Board of Directors designating and choosing such officers
      and
      prescribing their authority and duties, and shall have such additional authority
      and duties as are incident to their office except to the extent that such
      resolutions may be inconsistent therewith. The Secretary or an Assistant
      Secretary of the corporation shall record all of the proceedings of all meetings
      and actions in writing of stockholders, directors, and committees of directors,
      and shall exercise such additional authority and perform such additional duties
      as the Board shall assign to him. Any officer may be removed, with or without
      cause, by the Board of Directors. Any vacancy in any office may be filled by
      the
      Board of Directors.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    


    CORPORATE
      SEAL

    


    The
      corporate seal shall be in such form as the Board of Directors shall
      prescribe.

    


    ARTICLE
      V

    


    FISCAL
      YEAR

      

    The
      fiscal year of the corporation shall be fixed, and shall be subject to change,
      by the Board of Directors.

    


    ARTICLE
      VI

    


    AMENDMENT

    


    These
      Bylaws may be adopted, amended or repealed at any time by the unanimous written
      consent of the Board of Directors.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

    


    
      	
              Schedule
                A 

            	
              Company
                Disclosure Schedule

            
	
              Organization
                and Qualification; Subsidiaries

            	
              Section
                4.1 

            
	
              Capitalization

            	
              Section
                4.4 

            
	
              No
                Conflict; Required Filings and Consents

            	
              Section
                4.6

            
	
              Permits;
                Compliance

            	
              Section
                4.7

            
	
              Financial
                Statements

            	
              Section
                4.8

            
	
              Taxes

            	
              Section
                4.11

            
	
              Inventory

            	
              Section
                4.14

            
	
              Real
                Property

            	
              Section
                4.17

            
	
              Intellectual
                Property

            	
              Section
                4.18

            
	
              Material
                Contracts

            	
              Section
                4.19

            
	
              Litigation

            	
              Section
                4.20

            
	
              Employee
                Benefit Plans

            	
              Section
                4.21

            
	
              Environmental

            	
              Section
                4.23

            
	
              Related
                Party Transactions

            	
              Section
                4.24

            
	
              Insurance

            	
              Section
                4.25

            
	
              Absence
                of Certain Changes or Events

            	
              Section
                4.26

            
	
              Change
                in Control

            	
              Section
                4.33

            
	
              Conduct
                of Business by the Company Pending the Merger

            	
              Section
                6.1

            
	 	 
	
              Schedule
                B 

            	
              Parent
                Disclosure Schedule

            
	
              Capitalization

            	
              Section
                5.4 

            
	
              No
                Conflict; Required Filings and Consents

            	
              Section
                5.6

            
	
              Taxes

            	
              Section
                5.8

            
	
              Absence
                of Certain Changes or Events

            	
              Section
                5.12

            
	
              Conduct
                of Business by the Parent Pending the Merger 

            	
              Section
                6.2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Company
        Disclosure Schedule: Section
        4.1

      


      Organization
        and Qualification; Subsidiaries

      


      [INTENTIONALLY
        BLANK]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        Disclosure Schedule: Section
        4.4

      


      Equity
        and Equity-Linked Capitalization

      


      Section
        4.4(a)

       

      
        	 	 	
                Shares
                  

                Issued

              	 	
                Common
                  

                Stock
                  

                Equivalents

              	 
	
                Common
                  Stock

              	 	 	
                6,925,945
                  

              	 	 	
                6,925,945
                  

              	 
	 	 	 	 	 	 	 	 
	
                Common
                  Stock Warrants - Issued

              	 	 	
                -0-
                  

              	 	 	
                N/A
                  

              	 
	 	 	 	 	 	 	 	 
	
                Employee/Board
                  Options (None Authorized) 

              	 	 	
                -0-

              	 	 	
                N/A

              	 
	 	 	 	 	 	 	 	 
	
                Convertible
                  Debt:

              	 	 	 	 	 	
                N/A
                  

              	 
	 	 	 	 	 	 	
                  
                  

              	 
	
                Total
                  Common Stock Equivalents

              	 	 	 	 	 	
                6,925,945
                  

              	 


      

      


      Section
        4.4b

      


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      Section
        4.4c

      


      [INTENTIONALLY
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      Company
        Disclosure Schedule: Section
        4.6

      


      No
        Conflict; Required Filings and Consents

      


      Section
        4.6(a)

      


      Requires
        consent of Centra Bank regarding 405,500 shares of SecurLinx Corporation
        common
        stock personally owned by Barry l. Hodge and pledged as security for $500,000
        loan. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        Disclosure Schedule: Section
        4.7

      


      Permits;
        Compliance

      


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      Company
        Disclosure Schedule: Section
        4.8

      


      Financial
        Statements

      


      Section
        4.8(a)

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        4.8(b)

      


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      Company
        Disclosure Schedule: Section
        4.9

      


      Notes
        and Accounts Receivable

      


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      Company
        Disclosure Schedule: Section
        4.11

      


      Taxes

      


      Section
        4.11(a)

      


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      Section
        4.11(b)

       

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      Section
        4.11(c)

      


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      Section
        4.11(d)

      


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      Section
        4.11(e)

      


      
        	 	
                §

              	
                Federal

              


      

      
        	 	
                §

              	
                State
                  of West Virginia 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        Disclosure Schedule: Section
        4.11 (cont’d)

      


      Section
        4.11(l)

      


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      Section
        4.11(n)

      


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      Company
        Disclosure Schedule: Section
        4.14

      


      Inventory

      


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      Company
        Disclosure Schedule: Section
        4.17

      


      Real
        Property

      


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      Company
        Disclosure Schedule: Section
        4.18

      


      Intellectual
        Property

      


      Section
        4.18(a)

      


      Registered
        patents pending or issued in the U.S. Patent and Trademark
        Office:

        

      Non-provisional
        patent application:

      


      Application
        #: 12/146,442; Title: Facial Recognition Deployment Framework System; filed
        June
        25, 2008

      


      Trademarks:

      


      Federal
        Trademark Registrations:

      


      Reg.
        No.
        3,151,606; IdentiTrac; Registered October 3, 2006 Reg. No. 2,702,943; FaceTrac;
        Registered April 1, 2003

      


      Federal
        Trademark Registration Applications:

      


      Application
        #: 78/721,593; SECURLINX INTEGRATION SOFTWARE; filed September 27, 2005
        Application #: 78/364,492; SIMS; filed February 8, 2004 Application #:
        78/404,239; BioLinx; filed April 19, 2004 Application #: 78/404,250; VeriTrac;
        filed April 19, 2004 Application #: 77/122,448; BioTrac; filed March 5, 2007
        Application #: 77/122,479; WatchTrac; filed March 5, 2007 Application #:
        77/122,525; LogonTrac; filed March 5, 2007 Application #: 77/122,536;
        SystemLinx; filed March 5, 2007


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        Disclosure Schedule: Section
        4.18 (cont’d).

      


      Section
        4.18(b)

      


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      Section
        4.18(c)

      


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      Section
        4.18(d)

      


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      Section
        4.18(f)

      


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      Section
        4.18(g)

      


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      Company
        Disclosure Schedule: Section
        4.18 (cont’d).

      


      Section
        4.18(h)

      


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      Section
        4.18(j)

      


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      Company
        Disclosure Schedule: Section
        4.19

      


      Material
        Contracts

      


      


      
        	
                §

              	
                Employment
                  Agreement between Securlinx Corporation and Barry L. Hodge dated
                  October
                  23, 2007 but effective as of August 16, 2007.
                  

              


      

      


      Position:
        Chief
        Executive Officer

      Term:
        Five
        years with automatic renewal provisions and termination for cause

      Salary:
        $180,000/yr.

      Benefits:
        Participation in company life insurance, health insurance, retirement plans
        and
        other programs

      Stock
        Option Benefits:
        Options
        to purchase up to 100,000 shares of common stock with exercise price at fair
        market value at time of grant

      Change-of-Control
        Payout:
        Lump
        sum payment of two years salary in the event of termination without cause
        prior
        to or following change-of-control.

      Inventions:
        Deemed
        work-for-hire.

      


      
        	
                §

              	
                Employment
                  Agreement between Securlinx Corporation and Steven P. Rehfeldt
                  dated
                  October 23, 2007 but effective as of August 16, 2007.
                  

              


      

      


      Position:
        Chief
        Technology Officer

      Term:
        Five
        years with automatic renewal provisions and termination for cause

      Salary:
        $97,500/yr.

      Benefits:
        Participation in company life insurance, health insurance, retirement plans
        and
        other programs

      Relocation
        Expenses:
        Reimbursement Up to $15,000

      Stock
        Option Benefits:
        Options
        to purchase up to 10,000 shares of common stock with exercise price at fair
        market value at time of grant

      Change-of-Control
        Payout:
        Lump
        sum payment of two years salary in the event of termination without cause
        prior
        to or following change-of-control.

      Inventions:
        Deemed
        work-for-hire.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        Disclosure Schedule: Section
        4.20

      


      Litigation

      


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      Company
        Disclosure Schedule: Section
        4.21

      


      Employee
        Benefit Plans

      


      Section
        4.21(a)

      


      
        	 	
                -

              	
                Medical
                  Insurance (Blue Cross Blue Shield Medical Plan with Vision
                  Supplement)

              


      

      
        	 	
                -

              	
                Dental
                  Insurance (MetLife)

              


      

      
        	 	
                -

              	
                SEP –
                  No Company Contribution

              


      

      


      Barry
        Hodge is responsible for the maintenance of the benefit plans and all necessary
        reporting.

      


      Section
        4.21(r) 

      


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      Company
        Disclosure Schedule: Section
        4.23

      


      Environmental

      


      Section
        4.23(a)

      


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      Company
        Disclosure Schedule: Section
        4.24

      


      Related
        Party Transactions

      


      
        	§	
                Parry
                  Petroplus, the owner of Waterfront Corporate Place, the lessor
                  under the
                  Company office lease dated March 8, 2004, is the record holder
                  of 16,250
                  shares of Securlinx Holding Corp. common
                  stock.

              


      

       

      
        	§	
                Steptoe
                  & Johnson, corporate legal counsel to the Company, is the record
                  holder of 94,070 shares of Securlinx Holding Corp. common
                  stock

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        Disclosure Schedule: Section
        4.25

      


      Insurance

      


      Policy
        Holder:

      Wells
        Fargo Insurance Services of West Virginia, Inc.

      1075
        Van
        Voorhis Road

      Morgantown,
        WV 26505

      


      Insured:
        

      SecurLinx
        Integration Software Inc.

      150
        Clay
        Street

      Morgantown,
        WV 26501

      


      Policy
        No.: Unavailable

      Coverage
        Period: 1-15-09

      


      Summary:
        General commercial liability of $2,000,000 with a combined single occurrence
        limitation of $1,000,000. Additionally, there is a $4,000,000 umbrella excess
        liability coverage in the amount of $4,000,000 per occurrence.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        Disclosure Schedule: Section
        4.26

      


      Absence
        of Certain Changes or Events

      


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      Company
        Disclosure Schedule: Section
        4.33

      


      Change
        in Control

      


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      Company
        Disclosure Schedule: Section
        6.1

      


      Conduct
        of Business by the Company Pending the Merger

      


      [INTENTIONALLY
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    Parent
      Disclosure Schedule: Section
      5.4

    


    Capitalization

    


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    Parent
      Disclosure Schedule: Section
      5.6

    


    No
      Conflict; Required Filings and Consents

    


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    Parent
      Disclosure Schedule: Section
      5.8

    


    Taxes

    


    Section
      5.8(a)

    


    Currently
      on extension for all income tax returns for fiscal year ending May 31,
      2008

    


    Section
      5.8(b)

    


    [INTENTIONALLY
      BLANK]

    


    Section
      5.8(c)

    


    Currently
      on extension for all income tax returns for fiscal year ending May 31,
      2008

    


    Section
      5.8(d)

    


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      BLANK]

    


    Section
      5.8(e)

    


    1.
      Federal (Internal Revenue Service)

    


    2.
      New
      York State 

    


    3.
      New
      York City



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Parent
      Disclosure Schedule: Section
      5.8(cont’d)

    


    Section
      5.8(l)

    


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    Section
      5.8(n)

    


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    Parent
      Disclosure Schedule: Section
      5.12

    


    Absence
      of Certain Changes or Events

    


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    Parent
      Disclosure Schedule: Section
      6.2

    


    Conduct
      of Business by the Parent and Merger Sub

    


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