xadarsb2a1ex1016_1172007.htm


     

     

    
      

    

     

    Exhibit
      10.16

     

    
      
        

      



    


    MERGER
      AGREEMENT

    


    BETWEEN

    


    PREMIER
      DATA SERVICES, INC.,

    


    PREMIER
      DATA SERVICES ACQUISITION, INC.,

    


    FuGEN,
      INC.

    


    AND

    


    THE
      STOCKHOLDERS OF FuGEN

    


     

    
       

      
        
          

        



    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    MERGER
      AGREEMENT

    


           
      Premier Data Services, Inc. (“Premier”), Premier Data Services Acquisition, Inc.
      (“Acquisition”), FuGEN, Inc. (’FuGEN”), and the Stockholders of FuGEN listed on
      the signature page hereof (“Stockholders”) agree as follows effective the day
      set forth on the signature page below.

    


    ARTICLE
      I

    PRELIMINARY
      STATEMENT

    


    Premier
      is a Delaware corporation with
      its principal place of business at 2 Inverness Drive East, Suite 100, Englewood,
      Colorado 80112. FuGEN is a Delaware corporation whose principal place of
      business is 6001 Montrose Road, Suite 640, Baltimore, Maryland 20852.
      Acquisition is a Delaware corporation with its principal place of business
      at 2
      Inverness Drive East; Suite 100, Englewood, Colorado 80112. Both FuGEN and
      Premier are engaged in complementary businesses involving the use of computer
      software and the provision of consulting services. References herein to the
      “FuGEN Business” mean the business of FuGEN as it is now conducted. References
      herein to the “Premier Business” mean the business of Premier as it is now
      conducted. FuGEN, Premier, and their respective Stockholders, have determined
      that a merger of their businesses would be mutually advantageous, would provide
      synergism and economies of scale, and would provide a platform for further
      growth and creation of value. The parties have further determined that such
      a
      merger of their businesses can best be accomplished by a merger of FuGEN with
      a
      wholly-owned subsidiary of Premier and, accordingly, Premier has caused the
      formation of Acquisition as the merger partner for FuGEN. Such merger is
      intended to qualify as a tax-free reorganization in accordance with the
      provisions of Internal Revenue Code Section 368(a)(2)(D), The Stockholders
      constitute all of the owners of FuGEN, and all of such Stockholders have agreed
      to participate in the reorganization and to enter into and comply with the
      terms
      of this Agreement. FuGEN has employees who hold non- qualified stock options,
      and it is anticipated that all of such employees will agree to cancel such
      options in exchange for substantially equivalent Premier options. The ‘Surviving
      Corporation” is sometimes used to refer to the corporation which will exist as
      the result of the merger of FuGEN and Acquisition, and the “Effective Date” is
      the date on which the Certificate of Merger is filed with and accepted by the
      Secretary of State of the State of Delaware.

    


    ARTICLE
      II

    MERGER

    


    2.01
      Merger, Upon the terms and subject
      to the conditions of this Agreement, as of the Effective Date, FuGEN shall
      merge
      with and into Acquisition and the separate corporate existence of FuGEN shall
      thereafter cease (the “Merger”). Acquisition shall be the surviving corporation
      of the Merger (sometimes referred to as the “Surviving Corporation”) and shall
      continue to be governed by the laws of the state of Delaware, under separate
      corporate existence, with all its rights, privileges, immunities, powers and
      franchises continuing unaffected by the Merger, except as otherwise set forth
      in
      this Article U. Immediately, following the Merger. Acquisition shall change
      its
      name to FuGEN, Inc. Acquisition and FUGEN arc the “Constituent Corporations” in
      the Merger within the means of Section 251 of the Delaware General Corporation
      Law. The Merger shall have the effects specified in such Delaware law and in
      this Agreement.

    


    
      
        
          
          

        

        
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    2.02
      Certificate of Incorporation. The
      Certificate of Incorporation of Acquisition shall be the Certificate of
      Incorporation of the Surviving Corporation until duly amended further in
      accordance with the terms hereof and the Delaware General Corporation
      Law.

    


    2.03
      Bylaws. The bylaws of Acquisition
      in effect immediately prier to the Effective Date shall be the bylaws of the
      Surviving Corporation until duly amended in accordance with the terms
      thereof.

    


    2.04
      Directors and Officers. The
      Directors and Officers of Acquisition immediately prior to the Effective Date
      shall be the Directors and Officers of the Surviving Corporation from and after
      the Effective Date and until their respective successors shall have been duly
      elected and qualified.

    


    ARTICLE
      III

    PAYMENT
      OF AND ADJUSTMENT TO PURCHASE PRICE

    


    3.01
      Manner of Converting Shares. At
      the Effective Date, each of the following transactions shall be deemed to occur
      simultaneously

    


    (a)
      FuGEN Common Shares. By virtue of
      the Merger, and without any further action on the part of the parties, the
      shares of Common Stock., 5.01 par value per share, of FUGEN (“FuGEN Common
      Shares”) issued and outstanding at the Effective Date shall be cancelled and the
      holders of FuGEN Common Shares shall be entitled to receive, in exchange
      therefore, subject to the provisions of Section 3.03 below, the number of shares
      of Common Stock, 5.001 par value per share, of Premier (“Premier Common Stock”)
      set forth on Schedule 3.01 attached to this Agreement corresponding to such
      Stockholder’s name.

    


    (b)
      FuGEN Preferred Shares By virtue of
      the Merger, and without any further action on the part of the parties, all
      outstanding shares of Series A Preferred Stock, $.01 par value (the “FuGEN
      Preferred Shares”) of FuGEN shall be cancelled and the holders of the FUGEN
      Preferred Shares shall receive in exchange therefore that holders’ pro rata
      portion of the following consideration: (i) one hundred thousand dollars
      ($100,000.00) in cash, payable at the closing, (ii) one or more Promissory
      Notes
      with a total aggregate principal amount of seven hundred thousand dollars
      ($700,000.00) in the form attached hereto as Exhibit A (the “Promissory Notes”),
      and (iii) five hundred and sixty five thousand forty two (565,042) shares of
      Premier Common Stock, subject to the provisions of Section 3.03 below, The
      Promissory Notes shall be guaranteed on a non- recourse basis by certain Premier
      stockholders and such non-recourse guaranties shall be secured by a pledge
      of
      the Premier Common Stock held by such Premier stockholders under a Non-Recourse
      Guaranty and Stock Collateralization Agreement in the form attached hereto
      as
      Exhibit 2 (the “Guaranty and Stock Collateralization Agreement”). The Promissory
      Notes shall also be secured by a pledge of the assets of Premier pursuant to
      a
      Security Agreement in the foam attached hereto as Exhibit C (the “Security
      Agreement”).

    


    (c)
      Appraisal Rights. Notwithstanding
      anything in this Agreement to the contrary, no shares of FuGEN stock held by
      any
      Stockholder who has properly exercised and perfected appraisal rights shall
      be
      exchangeable for the right to receive any shares of Premier stock.

    


    
      
        
          
          

        

        
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    3.02
      Certificates of Company Shares.
      Until surrendered and in accordance with the provisions of Section 3.01, the
      certificate or certificates that at the Effective Date represented issued and
      outstanding FuGEN shares shall represent for all purposes the right to receive
      the consideration into which such shares are to be converted as a result of
      the
      Merger in accordance with the terms hereof.

    


    3.03
      Holdback Stock.

    


    (a)
      Rights to Holdback Stock. At’ the
      time of closing, each Stockholder shall be issued the number of shares of
      Premier Common Stock shown on Schedule 3.01 as the “Total Premier Shares.” Of
      the Total Premier Shares, a portion shall be delivered outright at the closing
      to the Stockholder, which portion is identified on Schedule 3.01 as the “Initial
      Shares.” The remaining balance of a Stockholder’s Total Premier Shares (if any)
      shall be retained by Premier, in escrow, fir a period of one year after closing
      to ensure compliance by FuGEN and the Stockholders with all of the
      representations, warranties, covenants and other undertakings made by them
      hereunder, which remaining balance is identified on Schedule 3.01 as the
“Holdback Stock”. During the period that any Holdback Stock is held in escrow,
      the Shareholders to whom it would otherwise be issued shall be treated for
      all
      purposes as the owners of such stock, and shall be entitled to vote such
      Holdback Stock and to receive any dividends declared with respect to such
      Holdback Stock, On the first anniversary after closing (the “Final Distribution
      Date”), Premier will distribute the Holdback Stock to the respective
      Stockholders unless Premier has reasonably determined prior to the Final
      Distribution Date, that it is entitled to indemnification under Article Xl
      of
      this Agreement. Premier will have the right to cancel some or all of the
      Holdback Stock as satisfaction for any indemnification obligation due to Premier
      and/or Acquisition from the Stockholders under Article XI, and, except as
      otherwise provided in Article XI, any such cancellation shall be charged against
      the Holdback Stock of each Stockholder pro rats. Lf Premier is entitled to
      any
      indemnification and a right to cancel the Holdback Stock, it shall so notify
      the
      Stockholders in writing who have Holdback Stock subject to cancellation in
      writing, stating with reasonable specificity the reason for such claim and
      the
      amount of such claim. Each of the Stockholders, except Jacob Baum (“Baum”) and
      Sagebrook Technology Partners, L.P. (“Sagebrook”), hereby designates Terwilliger
      as its representative, with full authority on behalf of such Stockholder to
      resolve any indemnification issues winch may arise. If the parties disagree
      with
      Premier’s determination, the Stockholders may resolve the issue in accordance
      with arbitration as provided in Section 12.08 below.

    


    (b)
      Fair Value of Holdback Stock. For
      purposes of determining the value of the shares of Holdback Stock, if any,
      to be
      cancelled, such shares shall be valued at the greater of (i) $.684817848 per
      share, which is the agreed value of the Premier Common Stock on the date of
      the
      Closing, or (ii) the fair market value of the stock as of the time of
      cancellation, as determined by any reasonably contemporaneous arms length sale.
      Such amount is hereinafter sometimes referred to as the “Fair Value” of the
      Holdback Stock.

    


    3.04
      Observation Rights. Martin L.
      Terwilliger (“Terwilliger”) will be given an observer seat on the Board of
      Directors of Premier and shall be appointed Chief Technology Officer of Premier
      immediately following the Merger. Baum will be given an observer seat on the
      Board of Directors of Premier for the period between the effective date of
      this
      Agreement and December 31, 2002 (the Observance Period. At the sole discretion
      of Hugh H. Williamson III, or the successor in interest of his shames, Baum
      (and/or Terwilliger) maybe added to the slate of directors presented for
      election at the January 2003 meeting of the shareholders of Premier. During
      the
      Observance Period and any period in which Baum and/or Terwilliger serves as
      a
      director of Premier, if any,

    


    
      
        
          
          

        

        
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    Premier
      shall reimburse Baum and Terwilliger for travel-related expenses up to $350.00
      per meeting of the Board of Directors upon receipt of documents supporting
      such
      expenses. Premier shall provide Baum and Terwilliger notice of each meeting
      of
      the Board of Directors at least two weeks in advance.

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF FuGEN AND CERTAIN OF ITS

    STOCKHOLDERS

     

    FuGEN
      and Terwilliger jointly and
      severally represent and warrant to Acquisition and Premier as
      follows:

    


    4.01
      Organization. FuGEN is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the state of Delaware, and has the corporate power and authority to own
      or
      lease its properties. carry on its business as now conducted, enter into this
      Agreement and the instruments, documents and agreement ancillary hereto and
      identified herein (the “Other Agreements”) and perform its obligations hereunder
      and thereunder.

    


    4.02
      Authorization; Enforceability.
      This Agreement and each of the Other Agreements to which the Stockholders or
      FuGEN, or any of them, is a party when duly executed and delivered, shall
      constitute the legal, valid and binding obligations of such party, enforceable
      in accordance with their respective terms. All actions contemplated by this
      Agreement have been duly and validly authorized by all necessary proceedings
      of
      the Stockholders and by FuGEN, including adoption and approval by the Board
      of
      Directors of FUGEN and all the Stockholders in accordance with the Delaware
      General Corporation Law.

    


    4.03
      FuGEN Shares: The authorized
      capital stock of FuGEN consists solely of (i) 4,000,000 shares of Common Stock,
      $.0l par value per share, of which 2,001,250 shares are issued and outstanding
      and none are held in its treasury and (ii) 1,000,000 shares of Preferred Stock,
      $.0l par value per share, of which 435,000 shares are issued and outstanding,
      and no shares arc held in its treasury. FuGEN has no other shares authorized
      or
      issued. All of the FuGEN shares axe owned of record by the respective
      Stockholders as set forth on Schedule 403 hereto. All the FuGEN shares shown
      on
      Schedule 4.03 as owned by Terwilliger are owned legally, beneficially and
      exclusively by him, such shares axe free and clear of any pledge, encumbrance,
      or other third party claim, and Terwilliger has good and marketable title to
      such shares, FuGEN has no options, warrants, or other rights outstanding except
      as shown on Schedule 4.03 attached hereto.

    


    4.04
      Subsidiaries and Investments.
      FUGEN does not own, nor has it ever owned, any shares of capital stock of,
      or
      other equity interest in, any corporation, partnership, joint venture, or other
      entity.

    4A)S
      Qualification. FuGEN is duly qualified and in good standing in the states of
      Delaware and Maryland. It is not required to qualify as a foreign corporation
      in
      any other state or the failure to so qualify’ would not have a material adverse
      effect on FUGEN Business, although it does have employees in the states of
      Florida and California. FUGEN baa a MI time consultant working on site in
      Texas.

    


    
      
        
          
          

        

        
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    4.06
      No Violation of Laws or
      Agreements, Except as set forth in Schedule 4.06, the execution and delivery
      of
      this Agreement or any Other Agreement by FuGEN and/or Terwilliger, will not
      be
      in material contravention of any Agreement to which FuGEN and/or Terwilliger,
      respectively, are parties, contravene any law, regulation, or other legal
      authority to which FuGEN and/or Terwilliger are subject, nor cause any
      acceleration, penalty, or other maternal change pursuant to any agreement or
      obligation binding upon FuGEN and/or Terwilliger.

    


    4.07
      Financial
      Information.

    


    (a)
      Financial Statements. Attached as
      Schedule 4.07(a) are the unaudited consolidated and consolidating balance
      sheets, income statements, and statements of cash flow for FUGEN as of December
      31, 2Q01 (“Year End Statements”) and the interim financial statements of FuGEN
      as of February 28, 2002 (“Internal Financial Statements’ Both the Year End
      Statements and the Internal Financial Statements (collectively the “FuGEN
      Financial Statements”) have been prepared in accordance with general accepted
      accounting principles consistently applied (except that the FuGEN Financial
      Statements do not contain footnotes and are subject to normal arid recurring
      year-end audit adjustments, which will not, individually or in the aggregate,
      be
      material in magnitude) and are accurate, correct, and complete In all material
      respects and present fairly the consolidated financial condition, assets, and
      liabilities in results of operations of FuGEN for the relevant
      periods.

    


    (b)
      Undisclosed Liabilities. Except as
      set forth on Schedule 4.07(i) as of the date of execution of this Agreement
      and
      as of the time of closing, FuGEN has no material debt, obligation, or liability,
      absolute, fixed, contingent or otherwise, of any nature whatsoever except as
      shown on the FuGEN Financial Statements and except for liabilities arising
      in
      the ordinary course of business from and after the date of the most recent
      of
      the FuGEN Financial Statements. Except as set forth on Schedule 4.07(b), all
      such liabilities arising from and after the date of the most recent of the
      FuGEN
      Financial Statements are of similar kind and amount to those shown on the
      financial statements and have arisen in the ordinary course of business. Without
      limiting the generality of the foregoing, all debts due from FUGEN to the Chevy
      Chase Bank of Maryland have been paid and any security interest of record in
      favor of such bank will be released.

    


    4.08
      Taxes. FuGEN has timely and
      correctly prepared and filed all tax returns as and when due, including federal
      and state income tax returns, and FuGEN has paid all taxes due pursuant to
      such
      tax returns as well as any other taxes, including real and personal property
      taxes, franchise taxes, sales and use taxes, for which FuGEN is liable except
      for an outstanding tax liability of approximately $6,300 which is shown on
      the
      FuGEN Financial Statements. FuGEN has not filed and is not now subject to any
      extension of time with respect to the filing of any tax return. FuGEN has
      provided to Premier and Acquisition true and correct copies of all of its
      federal and state income tax returns filed for the past three years. FUGEN
      is
      not aware of any actual or threatened tax audit of FuGEN, nor is it aware of
      any
      incorrect or questionable tax decisions or filings which would be likely to
      result in a significant tax liability to FuGEN in the event that any such audit
      were to occur. FuGEN has paid all payroll taxes as and when due, maintains
      all
      required payroll accounts, and has timely paid all employee and employer
      withholding taxes into such accounts.

    


    4.09
      Receivables. Schedule 4.09 lists
      all trade and other accounts receivable of FUGEN outstanding as of March 13,
      2002, presented on an aged basis. All receivables, whether reflected on the
      FuGEN Financial Statements or created after the date of the FUGEN Financial
      Statements, arose from bona fide transactions of FuGEN. Except to the extent
      of
      the recorded reserve, no doubtful

    


    
      
        
          
          

        

        
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    accounts
      exist on the Internal Financial Statements, all of the FUGEN receivables are
      collectable in the ordinary course of business.

    


    4.10
      Litigation and Contingencies.
      Except as disclosed on Schedule 4.10 4.16, no action, suit, investigation,
      claim
      or proceeding of any nature or kind whatsoever whether civil, criminal, or
      administrative, is pending or, to the knowledge of FuGEN or Terwilliger,
      threatened, against or affecting FuGEN or any of its assets or any of the
      outstanding FuGEN stock. FuGEN does not have any pending litigation against
      any
      third party. Neither FuGEN nor Terwilliger is aware of any threatened litigation
      against FUGEN or any of its assets, nor are they aware of any threatened
      litigation against any third party.  Neither FuGEN nor Terwilliger is
      aware of any facts or circumstances likely to give rise to any such
      litigation.

    


    4.11
      Contracts. Set forth on Schedule
      4.11 attached hereto is a list of all of the material contracts of FuGEN.
      Neither FuGEN nor any other party is in material breach of any of such contracts
      or Other Agreements except as indicated on Schedule 4.11. All of such contracts
      have been entered into in the ordinary course of the FuGEN Business and, to
      the
      best knowledge of FuGEN, all of the material contracts are in full force and
      effect, and are valid, binding and enforceable in accordance with their terms,
      except to the extent that the enforceability thereof may be affected by
      bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or
      by court- applied equitable principles.

    


    4.12
      Compliance With Law. FUGEN holds
      all material licenses, permits, and other legal authority necessary to conduct
      the FuGEN Business. From and after the Effective Date, Premier and Acquisition
      will have the legal authority to continue operating the FuGEN Business, subject
      to changes in applicable laws and regulations and subject to any applicable
      renewal filings due after the Effective Date.

    


    4.13
      Affiliated Transactions. No
      officer, director, Stockholder, or other party affiliated with FuGEN is, or
      has
      been during the past three (3) years, a party (directly or indirectly) to any
      transaction, agreement, or other understanding with FuGEN except pursuant to
      agreements or arrangements fully disclosed on Schedule 4.13 attached hereto.
      No
      such affiliated party has or will have any claim against the Surviving
      Corporation as a result of transactions contemplated herein.

    


    4.14
      Employees and
      Benefits.

    


    (a)
      Employees. Attached hereto as
      Schedule 4.14(a) is a list of all of the FuGEN employees including the date
      of
      first hire, social security number, rate of compensation, and any accrued rights
      (including vacation accruals) to which such employee is entitled or Will be
      entitled as of the Effective Date. None of FuGEN’ employees are parties to any
      employment agreement or other contract with FUGEN, nor are any of such employees
      entitled to any fringe benefits or other compensations from FuGEN except as
      reflected on Schedule 4.14(a). None of the FuGEN employees is subject to any
      collective bargaining agreement or other union agreement, nor is FuGEN or any
      Stockholder aware of any effort to organize the work force at FuGEN. No material
      disputes or claims against FuGEN exist on behalf of any of its present or former
      employees including, but not limited to, claims for unemployment compensation,
      workers’ compensation, violation of wage and hour laws, claims relating to past
      compensation, or claims relating to unjust termination. FUGEN is in compliance
      in all material respects with the Occupational Safety and Health Act and all
      rules and regulations promulgated hereunder, and FuGEN has complied in all
      material respect with all other applicable domestic statutes, rules and
      regulations relating to the employment of its employees including the Americans
      With Disabilities Act, the Family and Medical Leave Act, and all
      other

    


    
      
        
          
          

        

        
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    federal,
      state, and local rules and regulations. To the best knowledge of FUGEN, none
      of
      FuGEN, its officers, directors or employees has discriminated on the basis
      of
      gender age, national origin, religious preference, sexual orientation, or on
      any
      other basis, nor has FuGEN to its best knowledge, engaged in or permitted any
      sexual harassment of any nature whatsoever to affect its employees. FuGEN is
      current in all of its material obligations to employees with respect to those
      benefits and plans which it does maintain.

    


    (b)
      Benefit Arrangements. Schedule
      4.14(b) contains a true, complete and accurate list of all written or oral
      benefit plans, arrangements or agreements, including all employment manuals
      or
      policies that cover or relate to employees or former employees of FuGEN. FUGEN
      baa provided to Acquisition and Premier true, complete and accurate copies
      of
      written arrangements with respect to such benefits. With respect to any benefit
      for employees which does not exist in written form, a true, accurate in all
      material respects, written description of such arrangement has been provided
      to
      Acquisition and Premier. To the extent applicable, each such arrangement is
      in
      compliance with the requirements of the Employee Retirement Income Security
      Act
      of 1974 as amended from time to time and any equivalent state laws, and with
      the
      Internal Revenue Code of 1986, as amended from time to lime.

    


    4.15
      Insurance. Schedule 4.15 discloses
      all insurance policies with respect to which FuGEN is the owner, insured, or
      beneficiary, or for which it has or may have any obligation to make any premium
      payments. To the best of FuGEN’s belief, such policies are reasonable, in both
      scope and amount, in light of the known, foreseeable risks attendant to the
      FuGEN Business and are comparable in coverage to policies customarily maintained
      by like businesses. All such insurance policies will remain in effect from
      and
      after the Effective Date, subject to payment of premiums and applicable renewal
      periods. For the past three (3) years, all insurance policies relating to
      liability coverage maintained by or for the benefit of FuGEN have been
“occurrence” policies and not “claims made” policies.

    


    4.16
      Intellectual Property Rights.
      Schedule 4.16 attached hereto discloses all the trademark and service mark
      rights, applications and registrations, trade names, fictitious names, service
      marks, logos and brand names, copyrights, copyright applications, letters
      patent, patent applications, and licenses to any of the foregoing owned or
      used
      by FuGEN in or applicable to the FuGEN Business which are material to such
      FuGEN
      Business (the ‘Proprietary Assets”). Except as disclosed in Schedule 4.16, to
      the best of its knowledge, FuGEN has the entire right, title and interest in
      and
      to, or has a valid and binding license to use, the intellectual property rights
      disclosed on Schedule 4.16 and all processes, know how, show how, formulae,
      trade secrets, inventions, discoveries, improvements, and other proprietary
      tights, specifically including rights to all of the computer software utilized
      by FuGEN in the course of the FuGEN Business, other than off the shelf,
      commercially available products. Schedule 4.16 separately discloses all
      intellectual property material to the FuGEN Business under license. To FuGEN’s
      knowledge, all of its intellectual property rights in the Proprietary Assets
      are
      valid and not subject to any interference, opposition, reexamination or
      cancellation. To the knowledge of FuGEN and the Stockholders, no third party
      is
      infringing upon, nor has any such person misappropriated, any intellectual
      property rights of FuGEN in the Proprietary Assets. FuGEN has no knowledge
      of
      any facts or circumstances that may constitute and infringement by FuGEN of
      the
      intellectual property rights of any other party.

    


    4.17
      Environmental Matters. FuGEN is in
      full compliance with all applicable federal, state and local laws, mica, and
      regulations relating to environmental regulations and to the disposal of waste
      products, including but not limited to those products defined as hazardous
      waste
      under

    


    
      
        
          
          

        

        
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    applicable
      laws except where the failure to be in compliance would not have a material
      adverse effect on the financial condition of FuGEN, To the best of its
      knowledge, FuGEN does not lease, own, or operate a facility on, and has not
      leased, owned or operated a facility on, any land or real property subject
      many
      environmental contamination, violation, or requirement for cleanup or any
      environmental remediation. FuGEN is not, to the best of its knowledge, subject
      to any claim for environmental cleanup or remediation.

    


    4.18
      Customer Relationships. Neither
      FuGEN nor Terwilliger has any information or reason to believe that any of
      FuGEN’s customers or suppliers will cease to do business with the Surviving
      Corporation after the Effective Date, or will alter their present volume or
      terms of business. There are no material disagreements or controversies pending,
      nor to the best knowledge of FUGEN and the Stockholders, threatened by any
      customer, supplier or independent contractor that does business with FuGEN,
      nor
      has any such customer or other third party made any claims or complaints
      regarding the services or products provided by FuGEN. All suppliers and
      contractors have been timely paid by FuGEN. Except as set firth on Schedule
      4.18, there are no special relations (personal or otherwise, such as payment
      in
      kind arrangements, rebates or other incentives) between FuGEN and any third
      party. Neither FuGEN nor any officer, director, Stockholder or other affiliate
      of FuGEN has any ownership or other monetary interest in any competitor,
      customer, or supplier of FuGEN.

    


    4.19
      Obligations to Brokers. Neither
      FuGEN nor any of the Stockholders has incurred any obligation for the payment
      of
      any brokerage commission, finder’s fee, or other compensation relating to this
      Agreement or to the consummation of the transactions provided for
      herein.

    


    4.20
      Investment Representations.
      Terwilliger represents and warrants that he has received all information which
      he has requested or which he believes is appropriate, for evaluation of Premier.
      Terwilliger is familiar with the business of Premier, believes that he is fully
      qualified to make a knowledgeable investment decision with respect to accepting
      shares of Premier stock in exchange for his FUGEN stock. Terwilliger recognizes
      that the Premier Stock issued hereunder has not been registered, that such
      stock
      bears a restrictive legend, and that such stock can be sold only under limited
      circumstances in an exempt private placement offering pursuant to an opinion
      of
      counsel or other evidence acceptable to Premier to the effect that such transfer
      is in compliance with all applicable securities laws. Terwilliger intends to
      hold the Premier stock for investment purposes and not to sell or otherwise
      transfer such stock except in accordance with the terms hereof. Terwilliger
      agrees to sign an Investor Letter in the form attached hereto as Exhibit D
      confirming and elaborating on the provisions of this paragraph.

    


    4.21
      Complete Disclosure. This
      Agreement and the Other Agreements do not contain any untrue statement of a
      material fact by FuGEN or Terwilliger. This Agreement and such Other Agreements
      do not omit to state any material fact necessary in order to make the statements
      herein or therein by FuGEN or Terwilliger, in light of the circumstances under
      which they are made, not misleading.

    


    
      
        
          
          

        

        
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    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF JOEL GILLMAN, SAGEBROOK

    TECHNOLOGY   Partners,
      LP. AND BAUM

    


    Joel
      Giliman, Sagebrook Technology
      Partners, L.P. and Baum (each referred to herein as an “Outside Stockholder”)
      severally and not jointly represent and warrant to Acquisition and Premier
      as
      follows:

    


    5.01
      Authorization; Enforceability.
      This Agreement and each of the Other Agreements to which such Outside
      Stockholder is a party when duly executed and delivered, shall constitute the
      legal, valid and binding obligations of such party, enforceable in accordance
      with their respective terms. To the knowledge of such Outside Stockholder,
      all
      actions contemplated by this Agreement have been duly and validly authorized
      by
      all necessary proceedings of the Stockholders and by FUGEN, including adoption
      and approval by the Board of Directors of FuGEN and all the Stockholders in
      accordance with the Delaware General Corporation Law.

    


    5.02
      FuGEN Shares. All the FuGEN shares
      shown on Schedule 4.03 as owned by such Outside Stockholder are owned legally,
      beneficially and exclusively by him, such shares are free and clear of any
      pledge, encumbrance, or other third party aim, and such Outside Stockholder
      has
      good and marketable title to such shares,

    


    5.03
      No Violation of Laws or
      Agreements. Except as act forth in Schedule 5.03, the execution and delivery
      of
      this Agreement or any Other Agreement by such Outside Stockholder, will not
      be
      in material contravention of any Agreement to which the Outside Stockholder,
      is
      a party, contravene any law, regulation, or other legal authority to which
      such
      Outside Stockholder is subject, nor cause any acceleration, penalty, or other
      material change pursuant to any agreement or obligation binding upon such
      Outside Stockholder.

    


    5.04
      Affiliated Transactions. Such
      Outside Stockholder is not, nor has been during the past three (3) years, a
      party (directly or indirectly) to any transaction, agreement, or other
      understanding with FuGEN except pursuant to agreements or arrangements fully
      disclosed on Schedule 5.04 attached hereto. Such Outside Stockholder does not
      have any claim against the Surviving Corporation as a result of transactions
      contemplated herein.

    


    5.05
      Obligations to Brokers. Such
      Outside Stockholder has not incurred any obligation fur the payment of any
      brokerage commission, finder’s fee, or other compensation relating to this
      Agreement or to the consummation of the transactions provided fur
      herein.

    


    5.06
      Investment Representations Such
      Outside Stockholder represents and warrants that it has received all information
      which it requested or which it believes is appropriate, fur evaluation of
      Premier. Such Outside Stockholder is familiar with the business of Premier,
      believes that it is filly qualified to make a knowledgeable investment decision
      with respect to accepting shares of Premier stock in exchange for its FuGEN
      stock. Such Outside Stockholder recognizes that the Premier Stock issued
      hereunder has not been registered, that such stock bears a restrictive legend,
      and that such stock can be sold only under limited circumstances in an exempt
      private placement offering pursuant to an opinion of counsel or other evidence
      acceptable to Premier to the effect that such transfer is in compliance with
      all
      applicable securities laws. Such Outside Stockholder intends to hold the Premier
      stock fur investment purposes and not to sell or otherwise transfer such stock
      except in accordance with the terms hereof. Such Outside Stockholder agrees
      to
      sign an investor

    


    
      
        
          
          

        

        
          10.

          
            

          

        

        
          
          

        

      

    

    


    


    Letter
      in
      the form attached hereto as Exhibit 1) confirming and elaborating on the
      provisions of this paragraph.

    


    5.07
      Complete Disclosure. This
      Agreement and the Other Agreements do not contain any untrue statement of a
      material fact by such Outside Stockholder. This Agreement and such Other
      Agreements do not omit to state any material fact necessary in order to make
      the
      statements herein or therein by such Outside Stockholder, in light of the
      circumstances under which they are made, not misleading.

    


    ARTICLE
      VI

    REPRESENTATIONS
      AND WARRANTIES OF ACQUISITION AND PREMIER

    


    Premier
      and Acquisition jointly and
      severally represent and warrant to FuGEN and the Stockholders as
      follows;

    


    6.01
      Organization, Premier and
      Acquisition each is a corporation duly organized, validly existing and in good
      standing under the laws of the state of Delaware, and has the respective
      corporate power and authority to own or’ lease its properties, carry on its
      business as now conducted, cuter into this Agreement and the instruments,
      documents and agreements ancillary hereto (the “Other Agreements”) and perform
      its obligations hereunder and thereunder.

    


    6.02
      Authorization; Enforceability,
      This Agreement and each of the Other Agreements to which Premier or Acquisition,
      or either of them, is a party when duly executed and delivered, shall constitute
      the legal, valid and binding obligations of such party, enforceable in
      accordance with their respective terms. All actions contemplated by this
      Agreement have been duly and validly authorized by all necessary corporate
      proceedings, including adoption and approval by the Board of Directors of
      Premier and Acquisition in accordance with the Delaware General Corporation
      Law.

    


    6.03
      Premier Shares. The authorized
      capital stock of Premier consists solely of (i) 30,000,000 shares of Common
      Stock, $001 par value per share, of which 10,000,000 shares are issued and
      outstanding and none are held in its treasury; and (ii) 10,000,000 shares of
      Preferred Stock, 5.001 par value per share, of which 3,122,305 shares are issued
      and outstanding, and no shares are held in its treasury. Premier has no other
      shares authorized or issued. Premier has no options warrants, or other rights
      outstanding except as shown on Schedule 6.03 attached hereto.

    


    6.04
      Subsidiaries and Investments,
      Premier does not own, nor has it ever owned, any shares of capital stock of,
      or
      other equity interest in, any corporation, partnership, joint venture, or other
      entity except Acquisition.

    


    6.05
      Qualification. Premier is duly
      qualified and in good standing in the states of Delaware and Colorado. It is
      not
      required to qualify as a foreign corporation in any other state or the failure
      to so qualify would not have a material adverse effect on its
      business.

    


    6.06
      No Violation of Laws or
      Agreements. Except as set forth in Schedule 06, the execution and delivery
      of
      this Agreement or any Other Agreement by Premier and/or Acquisition, will not
      be
      in material contravention of any Agreement to which either of them,
      respectively, are parties, contravene any law, regulation, or other legal
      authority to which either of them is subject, nor

    


    
      
        
          
          

        

        
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    cause
      any
      acceleration, penalty, or other material change pursuant to any agreement or
      obligation binding upon Premier and/or Acquisition.

    


    6.07
      Financial
      information.

    


    (a)
      Financial Statements. Attached as
      Schedule 6.O7(’J are the audited consolidated and consolidating balance sheets,
      income statements, and statements of cash flow for Premier as f December 31,
      2001 (“Year End Statements”) and the unaudited interim financial statements of
      Premier as of February 28, 2002 (“Internal Financial Statements”). Both the Year
      End Financial Statements and the Internal Financial Statements (collectively
      the
“Premier Financial Statements”) have been prepared in accordance with general
      accepted accounting principals consistently applied (except that the Internal
      Financial Statements do not contain footnotes and axe subject to normal and
      recurring year-end audit adjustments, which will net individually or in the
      aggregate, be material in magnitude) and are accurate, correct, and complete
      in
      all material respects and present fairly the consolidated financial condition,
      assets, and liabilities in results of operations of Premier for the relevant
      periods.

    


    (b)
      Undisclosed Liabilities Except as
      set forth on Schedule 6.070) as of the date of execution of this Agreement
      and
      as of the time of closing, Premier has no material debt, obligation, or
      liability, absolute, fixed, contingent or otherwise, of any nature whatsoever
      except as shown on the Premier Financial Statements and except for assets and
      liabilities arising in the ordinary course of business from and after the date
      of the most recent of the Premier Financial Statements. All such liabilities
      and
      assets arising from and after the date of the most recent of the Premier
      Financial Statements are of similar kind and amount to those shown on the
      financial statements and have arisen in the ordinary course of
      business.

    


    6.08
      Taxes. Premier has timely and
      correctly prepared and filed all tax returns, including federal and state income
      tax returns, and Premier has paid all taxes due pursuant to such tax returns
      as
      well as any other taxes, including real and personal property taxes, franchise
      taxes, sales and use taxes, for which Premier is liable. Premier has not filed
      and is not now subject to any extension of time with respect to the filing
      of
      any tax return. Premier has provided to FuGEN true and correct copies of all
      of
      its federal and state income tax returns filed for the past three years. Premier
      is not aware of any actual or threatened tax audit, nor is it aware of any
      incorrect or questionable tax decisions or filings which would be likely to
      result in a significant tax liability to Premier in the event that any such
      audit were to occur. Premier has paid all payroll taxes as and when due,
      maintains all required payroll trust accounts, and has timely paid all employee
      and employer withholding taxes into such accounts.

    


    6.09
      Receivables. Schedule 6.09 lists
      all trade and other accounts receivable of Premier outstanding as of March
      12,
      2002, presented on an aged basis. All receivables, whether reflected on the
      Premier Financial Statements or created after the date of the Premier Financial
      Statements, arose from bans fide transactions of Premier. Except to the extent
      of the recorded reserve, no doubtful accounts exist on the internal Financial
      Statements, all of the Premier receivables are collectable in the ordinary
      course of business and will be substantially collected in all material respects
      within 90 days after having been created,

    


    6.10
      Litigation and Contingencies.
      Except for a dispute with IHS Energy Group winch has been disclosed to FuGEN
      and
      subsequently resolved, no action, suit, investigation, claim Or proceeding
      of
      any nature or kind whatsoever whether civil, criminal, or administrative, is
      pending or,

    


    


    
      
        
          
          

        

        
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    to
      the
      knowledge of Premier, threatened, against or affecting Premier or any of its
      assets or any of the outstanding Premier stock. Premier does not have any
      pending litigation against any third party.

    Premier
      is not aware of any threatened litigation against it (or Acquisition) or any
      of
      their assets, nor is it aware of any facts or circumstances likely to give
      rise
      to any such litigation.

    


    6.11
      Contracts. Set firth on Schedule
      6.11 attached hereto is a list of all of the material contracts of Premier.
      Neither Premier nor any other party is in material breach of any of such
      contracts or Other Agreements except as indicated on Schedule 6.11. All of
      such
      contracts have been entered into in the ordinary course of the Premier Business
      and, to the best knowledge of Premier, all of the material contracts are in
      full
      force and effect, and are valid, binding, and enforceable in accordance with
      the
      terms, except to the extent that the enforceability thereof may be affected
      by
      bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or
      by court applied equitable principles.

    


    6.12
      Compliance With Law. Premier holds
      all licenses, permits, and other legal authority necessary to conduct the
      Premier Business, subject to changes in applicable laws and regulations ad
      subject to any applicable renewal filings due after the Effective
      Date.

    


    6.13
      Affiliated Transactions, No
      officer, director, Stockholder, or other party affiliated with Premier is,
      or
      has been during the past three (3) years, a party (directly or indirectly)
      to
      any transaction, agreement, or other understanding with Premier except pursuant
      to agreements or arrangements fully disclosed on Schedule 6.13 attached hereto.
      No such affiliated party has or will have any claim against the Surviving
      Corporation as a result of transactions contemplated herein.

    


    6.14
      Employee Benefits. Schedule 6.14
      contains a true, complete and accurate list of all written or oral benefit
      plans, arrangements or agreements, including all employment manuals or policies
      that cover or relate to employees or former employees of Premier. Premier has
      provided to FuGEN and the Stockholders true, complete and accurate copies of
      written arrangements with respect to such benefits. With respect to any benefit
      for employees which does not exist in written form, a true, accurate in all
      material respects, written description of such arrangement has been provided
      to
      FuGEN and the Stockholders. To the extent applicable, each such arrangement
      is
      in compliance with the requirements of the Employee Retirement income Security
      Act of 1974 as amended from time to time and any equivalent state laws, and
      with
      the Internal Revenue Code of 1986, as amended from time to time.

    


    6.15
      Intellectual Property Rights.
      Schedule 6.15 attached hereto discloses all the trademark and service mark
      tights, applications and registrations, trade names, fictitious names, service
      marks, logos and brand names, copyrights, copyright applications, letters
      patent, patent applications, and licenses to any of the foregoing owned or
      used
      by Premier in or applicable to the Premier Business which are material to such
      Premier Business (the “Proprietary Assets”). Except as disclosed in Schedule
      6.15, to the best of its knowledge, Premier has the entire right, title and
      interest in and to, or has a valid and binding license to use, the intellectual
      property rights disclosed on Schedule 6.15 and all processes, know how, show
      how, formulae, trade secrets, inventions, discoveries, improvements, and other
      proprietary tights, specifically including rights to all of the computer
      software utilized by Premier in the course of the Premier Business, other than
      off the shelf commercially available products. Schedule 6.15 separately
      discloses all intellectual property material to the Premier business under
      license. To Premier’s knowledge, all of Its intellectual property material to
      the Premier Business rights in the Proprietary Assets are valid and not subject
      to any interference, opposition, reexamination or cancellation. To the knowledge
      of Premier and the

    


    
      
        
          
          

        

        
          13.

          
            

          

        

        
          
          

        

      

    

    


    


    Stockholders,
      no third party is infringing upon, nor has any such person misappropriated,
      any
      intellectual properly rights of Premier in the Proprietary Assets Premier has
      no
      knowledge of any facts or circumstances that may constitute an infringement
      by
      Premier of the intellectual property rights of any other party.

    


    6.16
      Employees. No material disputes or
      claims against Premier exist on behalf of any of its present or former employees
      including, but not limited to, claims for workers’ compensation, violation of
      wage and hour laws, claims relating to past compensation, or claims relating
      to
      unjust termination. Premier is in compliance in all material respects with
      the
      Occupational Safety and Health Act and all rules and regulations promulgated
      thereunder, and. Premier has complied in all material respect with all other
      applicable domestic statutes, rules and regulations relating to the employment
      of its employees including the Americans With Disabilities Act, the Family
      and
      Medical Leave Act, and all other federal, state, and local rules and
      regulations. To the best knowledge of Premier, none of Premier, its officers,
      directors or employees has discriminated on the basis of gender, age, national
      origin, religious preference, sexual orientation, or on any other basis, nor
      has
      Premier to its best knowledge, engaged in or permitted any sexual harassment
      of
      any nature whatsoever to affect its employees. Premier is current in all of
      its
      material obligations to employees with respect to those benefits and plans
      which
      it does maintain.

    


    6.17
      Environmental Matters. Premier is
      in full compliance with all applicable federal, state and local laws, rules,
      and
      regulations relating to environmental regulations and to the disposal of waste
      products, including but not limited to those products defined as hazardous
      waste
      under applicable laws. Premier does not lease, own, or operate a facility on,
      and has not leased, owned or operated a facility on, any land or real property
      subject to any environmental contamination, violation, or requirement for
      cleanup or any environmental remediation. Premier is not, to the best of its
      knowledge, subject to any claim for environmental cleanup or
      remediation.

    


    6.18
      Obligations to Brokers. Neither
      Premier nor Acquisition has incurred any obligation for the payment of any
      brokerage commission, finder’s fee, or other compensation relating to this
      Agreement or to the consummation of the transactions provided for
      herein.

    


    6.19
      Complete Disclosure. This
      Agreement and the Other Agreements do not contain any untrue statement of a
      material fact by Premier or Acquisition. This Agreement and such Other
      Agreements do not omit to state any material fact necessary in order to make
      the
      statements herein or therein by Premier or Acquisition, in light of the
      circumstances under which they are made, not misleading.

    


    ARTICLE
      VII

    COVENANTS
      OF PARTIES

    


    7.01
      Conduct of Business Pending
      Closing. From and after the date hereof and until the Effective Date, except
      as
      required by this Agreement or except as Acquisition shall otherwise consent
      in
      writing, FUGEN shall do the following:

     

                (a)
      Affirmative
      Obligations. FUGEN shall: (i) conduct the FuGEN Business in the ordinary course
      and consistent with past practice; (ii) maintain its property, equipment and
      other assets consistent with past practice; (iii) timely comply with the
      provisions of all agreements and permits; (iv) use its reasonable best efforts
      to maintain the FuGEN Business, keep its business

    


    
      
        
          
          

        

        
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    organization
      intact, keep available the services of its present employees and contractors,
      and preserve the goodwill of its customers and other third parties; and (v)
      maintain in full force and effect all policies of insurance disclosed in
      Schedule 4.15.

    


    (b)
      Negative Covenants. FuGEN shall
      not: (1) amend its Certificate of incorporation or Bylaws; (ii) change its
      authorized or issued capital stock or issue any stock or rights with respect
      to
      any shares of its capital stock; (iii) enter into any contract or commitment,
      the performance of which might extend beyond the closing except for obligations
      made in the ordinary course of business; (iv) cuter into any employment contract
      ox’ arrangement which is not terminable at will and without penalty or other
      obligations; (v) fail to pay any tax or other liability when due; (vi) make,
      change or revoke any tax election or make any agreement or settlement with
      my
      taxing authority; (vii) take any action or omit to take any action that will
      cause a breach or termination of any agreement to which it is a party; or (viii)
      increase any employee’s compensation or benefits or hire any additional
      employees.

    


    7.02
      Conduct of Business Pending
      Closing. From and after the date hereof and until the Effective Date, except
      as
      required by this Agreement or except as FuGEN shall otherwise consent in
      writing, Premier shall do the following:

    


    (a)
      Affirmative Obligations. Premier
      shall: (i) conduct the Premier Business in the ordinary course and consistent
      with past practice; (ii) maintain its property, equipment and other assets
      consistent with past practice; (iii) timely comply with the provisions of all
      agreements and permits; (iv) use its reasonable best efforts to maintain the
      Premier Business, keep its business organization intact, keep available the
      services of its present employees and contractors, and preserve the goodwill
      of
      its customers and other third parties; and (v) maintain in full force and effect
      all policies of insurance disclosed in Schedule 4.15.

    


    (b)
      Negative Covenants. Premier shall
      not (i) amend its Certificate of Incorporation or Bylaws; or (ii) change its
      authorized or issued capital stock or issue any stock or rights with respect
      to
      any shares of its capital stock.

    


    7.03
      Capital Expenditures. From and
      after the date hereof and through the closing date, FUGEN shall not make capital
      expenditures in an aggregate amount in excess of$ 10,000.

    


    7.04
      Access To information and
      Documents. FuGEN shall give to Premier and Acquisition and to the employees
      and
      representatives (including accountants, attorneys, and consultants) of Premier
      and Acquisition access to all the properties, books, tax returns, contracts,
      files, records, officers, personnel and accountants (including independent
      public accountants and their audit work papers) and shall furnish to Premier
      and
      Acquisition all such documents and copies of documents as Premier and
      Acquisition may reasonably request.

    


    7.05
      Terwilliger Agreement. Acquisition
      and Premier will enter into an Agreement with Terwilliger (the “Terwilliger
      Agreement”), which shall be delivered at closing, providing for the following:
      (1) promptly after the closing, release of Terwilliger from any contingent
      liability with respect to the indebtedness of FuGEN on a corporate line of
      credit to the Bank of America and (ii) the employment of Terwilliger by Premier
      and/or Acquisition on employment terms substantially similar to those which
      are
      now applicable to him.

    


    


    
      
        
          
          

        

        
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    7.06
      Financial Reports Upon request,
      Premier will deliver to each Stockholder who owns not lees than 100,000 shares
      of Premier stock, annual and quarterly unaudited financial statements (or
      audited statements if prepared) as such statements are available to Premier.
      This right to receive financial statements will be an addition to, and not
      substitution for, any right which Stockholders have to examine the books and
      records of Premier.

    


    7.07
      Legal Expenses. Each party hereto
      shall be responsible for its own legal expenses. Notwithstanding the foregoing,
      Premier agrees to pay up to $15,000 of legal fees incurred by the Stockholders
      as a group provided that a majority of the Stockholders agree on a legal
      counsel.

    


    7.08
      Option Holders. FUGEN has granted
      nonqualified Stock Options to a number of individuals, all of whom are listed
      on
      Schedule 493 attached hereto (“Option Holders”). Each Option Holder has the
      right to purchase FuGEN stock on the terms and at the price set forth on
      Schedule 4.03. It is anticipated that each of the Option Holders will agree
      to
      terminate his Option rights with respect to FUGEN, and Premier will enter into
      substantially equivalent option agreements with each such Option Holder with
      respect to Premier Stock. Each of the Option Holders will execute and agree
      to
      the standard documentation required by Premier with respect to its stock option
      programs.

     

    


    ARTICLE
      VIII

    Conditions
      TO CLOSING

    


    8.01
      Conditions Precedent to
      Obligations of Acquisition and Premier. The obligations of Acquisition and
      Premier to proceed with the closing under this Agreement arc subject to the
      fulfillment prior to or at closing of the following conditions, any one or
      more
      of which may be waived in whole or in part by Acquisition and Premier at their
      sole option.

    


    (a)
      Due Diligence. All due diligence
      preferred by Acquisition and Premier shall have been completed to their
      satisfaction.

    


    (b)
      No Material Changes. The business,
      assets, financial conditions, operations. results of operations, and prospects
      of FuGEN and the FuGEN Business shall be substantially as have been represented
      herein and no material adverse change shall have occurred.

    


    (c)
      Final Agreements. This Agreement
      and all Other Agreements shall have been agreed to and executed by all
      parties.

    


    (d)
      Board Approval. The Board of
      Directors of Premier shall have approved this transaction.

    


    (e)
      Compliance Certificate. Premier
      shall have received a certificate, in form satisfactory to Acquisition and
      Premier confirming the identity of all current officers, directors and
      stockholders of FuGEN and attesting as to the authenticity and current status
      of
      FuGEN’s Certificate of Incorporation, Bylaws, and board and stockholder action
      approving the transactions contemplated hereby, copies of which shall be
      attached.

    


    


    
      
        
          
          

        

        
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      (1) Option Holders. Each of the Option Holders shall have entered into
      agreements with Premier as required under Section 7.09.

    


    8.01
      Conditions Precedent to
      Obligations of FuGEN and Stockholders. The obligations of the Stockholders
      and
      FuGEN to proceed with the closing under this Agreement are subject to the
      fulfillment prior to or at closing of the following conditions, any one or
      more
      of which may be waived in whole or in part by FuGEN and each of the Stockholders
      (but only for itself and not the other Stockholders) at their sole
      option.

    


    (a)
      No Material Changes. Business,
      assets, financial conditions, operations, and results of operations of Premier
      shall be substantially as have been represented herein and no material adverse
      change shall have occurred.

    


    (b)
      Final Agreements. This Agreement
      and all Other Agreements shall have been agreed to and executed by all
      parties.

    


    (c)
      Board Approval. The Board of
      Directors of FuGEN shall have approved this transaction.

    


    (d)
      Compliance Certificate, FuGEN arid
      the Stockholders shall have received a certificate, in form satisfactory to
      them
      confirming the identity of all current officers, directors and stockholders
      of
      Premier and Acquisition and attesting as to the authenticity and current status
      of Premier’s and Acquisitions Certificate of Incorporation, Bylaws, and board
      and stockholder action approving the transactions contemplated hereby, copies
      of
      which shall be attached.

    


    (e)
      Terwilliger Agreement. Premier
      shall have executed and delivered to Terwilliger the Terwilliger
      Agreement.

    


    (f)
      Investors Rights Agreement. Premier
      shall have executed and delivered to each of the Stockholders the Investor
      Rights Agreement attached hereto as Exhibit H (the “Investors Rights
      Agreement’).

    


    (g)
      Promissory Notes and Security
      Agreement. Premier shall have executed and delivered to Baum and Sagebrook
      the
      Promissory Notes and the Security Agreement.

    


    (h)
      Guaranty and Stock
      Collateralization Agreement. Premier shall have cued the Premier stockholders
      who are parties to the Guaranty and Stock Collateralization Agreement to have
      executed and delivered to Baum and Sagebrook the Guaranty and Stock
      Collateralization Agreement.

    


    ARTICLE
      IX

    CLOSING

    


    The
      closing of all transactions provided for herein shall occur at the offices
      of
      Krendl Krendl Sacbnoff& Way, P.C., 370 Seventeenth Street, Suite 5350,
      Denver, Colorado 80202, on March ___2007. Documents may be exchanged by email
      and facsimile transmission. Documents so executed and delivered Will be legally
      effective, but each party hereto agrees to confirm such documents by subsequent
      delivery of signed originals. All transactions provided (hr at closing shall
      be
      deemed to have occurred simultaneously, and no such transactions shall be
      effected until all have

    


    
      
        
          
          

        

        
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    been
      completed. The Effective Date of the Merger shall be the date of filing with
      and
      acceptance by the Secretary of State of the State of Delaware unless otherwise
      agreed by FuGEN and Premier.

    


    (a)
      Certificates representing all the
      Outstanding Shares of FuGEN shall be endorsed and delivered by the respective
      Stockholders.

    


    (b)
      Each of the Stockholders shall
      execute and deliver to Premier an Investor Letter in the form attached hereto
      as
      Exhibit D.

    


    (c)
      FUGEN shall deliver true and
      correct copies of its Certificate of Incorporation, Bylaws, stock records,
      and
      corporate minutes.

    


    (d)
      The secretary of FuGEN shall
      execute and deliver verified resolutions showing necessary approval of the
      transactions provided for herein by the Stockholders and directors of
      FuGEN.

    


    (e)
      Each of the Stockholders shall
      execute a Release in the form attached hereto as Exhibit F.

    


    (f)
      Each of the officers and directors
      of FuGEN shall resign.

    


    (g)
      The secretary of Premier shall
      execute and deliver verified resolutions showing necessary approval of the
      transactions provided for herein by Acquisition and Premier

    


    (h)
      Premier shall deliver to each of
      the Stockholders the Stock Certificate or Certificates to which they are
      entitled.

    


    (i)
      Each of the Option Holders and
      Parties will execute and deliver all agreements required by Section
      7.07.

    


    (j)
      Premier and Terwilliger will
      execute and deliver the Terwilliger Agreement.

    


    (k)
      Premier and the Stockholders will
      execute and deliver the Investor Rights Agreement.

    


    (1)
      Premier will execute and deliver to
      Baum arid Sagebrook the Promissory Notes and the Security
      Agreement.

    


    (m)
      The Premier stockholders who are
      parties to the Guaranty and Stock Collateralization Agreement shall execute
      and
      deliver to Baum and Sagebrook the Guaranty and Stock Collateralization
      Agreement.

    


    (n)
      The parties shall execute and
      deliver such Other Agreements and documents as the other parties hereto may
      reasonably request to effect the transactions contemplated hereby.

    


    (o)
      Premier shall execute and deliver
      to Baum and Sagebrook an Option to Sell Shares in the form of Exhibit
      G.

    


    
      
        
          
          

        

        
          18.

          
            

          

        

        
          
          

        

      

    

    


     

    ARTICLE
      X

    TERMINATION

    


    This
      Agreement may be
      terminated at any time prior to closing by: (i) mutual consent of Acquisition,
      the Stockholders, and FuGEN; (ii) Acquisition, f any of the conditions specified
      in Section 8.01 have not been fulfilled by March __, 2002; or (iii) FuGEN or
      the
      Stockholders, if any of the conditions specified in Section 8.02 have not been
      fulfilled by March _, 2002.

    


    ARTICLE
      XI

    MUTUAL
      INDEMNIFICATION

    


    11.01
      Stockholders’
Indemnity. The Stockholders severally but not jointly agree to indemnify and
      hold harmless Premier, Acquisition, and their respective representatives,
      officers, directors, members, employees, agents, affiliates, predecessors,
      successors, and assigns (Premier Indemnified Parties”) from and against any and
      all costs, losses, liabilities, damages, litigation, claims, costs, and
      expenses, including reasonable attorneys’ fees and other expenses of
      investigation in defense, collectively, the “Damages” to which the Premier
      Indemnified Parties may become subject or which are incurred in connection
      with,
      arise out of, result from, or are attributable to any material breach of the
      terms of this Agreement, any Other Agreements, or any certificate or other
      document delivered hereunder or pursuant hereto by FUGEN, or any of the
      Stockholders (but in the case of a breach by a Stockholder, only the breaching
      Stockholder shall be liable) including any material breach or of any
      representation or warranty made by FuGEN or the Stockholders, or the failure
      of
      FuGEN or any Stockholder to perform materially any of the covenants or
      obligations contained herein or in any certificate or other document delivered
      hereunder or pursuant hereto. Without limiting the generality of the foregoing,
      subject to the last two sentences of this Section 11.01, the Stockholders
      expressly agree to indemnify and hold harmless the Premier Indemnified Parties
      for any Damages to which the Premier Indemnified Parties rosy become subject
      or
      which are incurred in connection with, arise out of; result from, or are
      attributable to: (i) any actions or failures to act by FuGEN or any Stockholder
      which occurred on or before the closing; (ii) any fraud or intentional
      misrepresentation of FuGEN or any of the Stockholders; or (iii) any material
      noncompliance or violation of any local, state or federal law, statute,
      regulation or ordinance by FuGEN occurring before the closing. Notwithstanding
      the foregoing, with the exception of claims based on fraud, the Stockholders
      shall not be required to make any indemnification payment pursuant to this
      Section 11.01 until such time as the total amount of all Damages that have
      been
      suffered or incurred by the Premier Indemnified Parties exceeds $5,000 in the
      aggregate. If the total amount of such Damages exceeds $5,000, then the Premier
      Indemnified Parties shall be entitled to be indemnified against and compensated
      and reimbursed the all Damages. With the exception of claims based upon fraud
      or
      which arc based on the representations in Sections 4.03 and 5.02 (involving
      title of the FuGEN shares), with respect to claims made from the closing through
      the date ninety days following the closing, the sole and exclusive remedy of
      the
      Premier Indemnified Parties monetary damages under the indemnification
      provisions contained in, and/or any breach of; this Agreement, shall be to
      (a)
      the Holdback Stock and (b) that number of Initial Shares received by Terwilliger
      which  together with the Holdback Stock issued to Terwilliger, equals
      50% of the Total Premier Shares issued to Terwilliger. With the exception of
      claims based upon fraud or which are based on the representations in Sections
      4.03 and 5.02 (involving title of the FuGEN shares), with respect to claims
      made
      date ninety-one days following the closing through one (1) year following
      closing, the sole and exclusive remedy of the Premier Indemnified Parties for
      monetary damages under the

    


    
      
        
          
          

        

        
          19.

          
            

          

        

        
          
          

        

      

    

    


    indemnification
      provisions contained in, and r any breach of, this
      Agreement, shall be to the Holdback Stock, in the event that an indemnification
      obligation arises under this Agreement as a result of a breach,
      misrepresentation, fraud, act or failure to act of one or more Stockholders,
      only such Stockholder or Stockholders shall be liable for the Damages associated
      with such indemnification obligation and any recourse of the Premier Indemnified
      Parties to the Holdback Stock or other Premier Shares shall be solely to the
      Holdback Stock or other Premier Shares owned by such Stockholder or
      Stockholders. Each Other Stockholder shall only be liable for Damages resulting
      from a breach, misrepresentation, fraud, act or failure to act of such Other
      Stockholder.

    


    11.02
      Premier’s
      Indemnity, Premier agrees that it will indemnify and hold harmless the
      Stockholders from and against any and all Damages to which the Stockholders,
      and
      their respective representatives, officers, directors, members, employees,
      agents, affiliates, predecessors, successors, and assigns (“Stockholder
      Indemnified Parties”) or any of them, may become subject or which are incurred
      in connection with, arise out of, result from, or are attributable to any
      material breach of the terms of this Agreement or any Other Agreement,
      certificate or other document delivered hereunder by Premier or Acquisition,
      including any material breach of any representation or warranty made by Premier
      or Acquisition, or the failure of Premier and/or Acquisition to perform
      materially any of the covenants or obligations contained herein or any
      certificate or other document delivered hereunder or pursuant hereto.
      Notwithstanding the foregoing, with the exception of claims based on fraud,
      Premier and Acquisition shall not be required to make any indemnification
      payment pursuant to this Section 11.02 until such nine as the total amount
      of
      all Damages that have been suffered or incurred by the Stockholders exceeds
      $5,000 in the aggregate. If the total amount of such Damages exceeds $5,000,
      then the Stockholder Indemnified Parties shall be entitled to be indemnified
      against and compensated and reimbursed for all Damages. With the exception
      of
      claims based upon fraud, the indemnification obligation of Premier and
      Acquisition shall not exceed the following; (i) from the closing through the
      date 90 days following the closing, in an amount equal to the Pair Value of
      the
      Holdback Stock and the Fair Value of the Premier Common Stock received by
      Terwilliger, Baum, and Sagebrook, (in excess of the Holdback Stock attributable
      to such stockholders); and (ii) from the date 91 days following the closing
      through one (1) year following the closing, an amount equal to the Fair Value
      of
      the Holdback Stock.

    


    11.03
      General. All
      claims for indemnification under this Article Xl must be made prior to the
      first
      anniversary of the Effective Date. The party entitled to indemnification shall
      be referred to as the “Indemnified Party,” and the party obligated to provide
      such indemnification shall be referred to as the “Indemnifying Party.” The
      Indemnified Party shall advise the Indemnifying Party in writing of any claim
      for indemnification (whether or not such claim involves a person or entity
      that
      is not a parry to this Agreement) although the failure to provide such written
      notice shall not discharge the obligation of the indemnifying party
      hereunder.

    


    Claims
      by any third
      party (Third Party”) shall be governed by the following provisions.

    


    (a)
      The Indemnified
      Party shall immediately notify the Indemnifying Party in writing of any claim
      by
      a Third Party for which the Indemnifying Party has indemnification obligations
      hereunder and shall acknowledge Its indemnification obligation for such claim
      in
      writing. After the Indemnifying Party has received such notice of a claim by
      a
      Third Party from the Indemnified Party, the indemnified Party shall allow the
      Indemnifying Party an opportunity to undertake the prompt and diligent defense,
      settlement, or other resolution of the claim. In the event the Indemnifying
      Party assumes the defense as provided above, the Indemnified Party shall have
      the right to participate in the defense at its own expense, shall cooperate
      with
      the Indemnifying Party in

    


    
      
        
          
          

        

        
          20.

          
            

          

        

        
          
          

        

      

    

    


    such
      defense and will attempt to make available to it on a reasonable
      basis all such witnesses, records, materials, and information in its possession
      or under its control relating thereto as is reasonably requested by the
      Indemnifying Party. Without the written consent of the Indemnified Party, which
      consent shall not be unreasonably withheld or delayed, the Indemnifying Patty
      shall not, in the defense of such Third Party claim or any litigation resulting
      therefrom, consent to the entry of any judgment or cuter into any settlement
      Any
      settlement of a Third Party claim shall include, as to

    the
      Indemnified Party as an unconditional term thereof, a release by
      the Third Party of the V Indemnified Party from any and all liability in respect
      of such claim or litigation, unless the Indemnified Party agrees otherwise
      in
      writing.

    


    (b)
      In the event that
      the Indemnifying Party elects not to assume the defense, is unwilling to
      acknowledge its indemnification obligations to the Indemnified Party in writing
      as required by Section 11.03(a) or does not perform or reasonably appears to
      be
      incapable of performing such obligations, then, except as set forth below,
      the
      Indemnified Party may defend, settle, or otherwise resolve the claim as the
      Indemnified Party determines to be appropriate. In such case, the Indemnifying
      Party shall be responsible for all costs incurred, including settlement or
      other
      amounts paid to third parties, by the Indemnified Parry in connection therewith
      and shall cooperate with the Indemnified Party in such defense and attempt
      to
      make available to it all such witnesses, records, materials, and information
      in
      its possession or under its control relating thereto as is requested by the
      Indemnified Party. Without the written consent of the Indemnifying Patty, which
      consent shall not be unreasonably withheld or delayed, the Indemnified Party
      shall not, in the defense of a Third Party claim or any litigation resulting
      therefrom, consent to the entry of any judgment or enter into any settlement.
      Any settlement of a Third Party claim shall include, as to the Indemnifying
      Party as an unconditional term thereof, a release by the Third Party of the
      Indemnifying Party from any and all liability in respect of such claim or
      litigation, unless the Indemnifying Party agrees otherwise in writing. V

    


    11.04
      Remedies.
      Subject to the limits set forth in Sections 11.01 and 1L02 above, the
      Indemnifying Party shall promptly reimburse the Indemnified Party for the amount
      of any judgment V rendered against and actually paid by the Indemnified Party
      with respect to any Third Party claim in litigation or upon request by the
      Indemnified Party for any other Damages arising out of any claim not involving
      a
      Third Party. To the extent that the Indemnifying Party refuses to pay in full
      the Damages owed to the Indemnified Party (subject to the limits set forth
      above), the Indemnified Party may: (i) offset the Damages against any payments
      the Indemnified Party may owe the Indemnifying Party and (ii) utilize any legal
      or equitable remedy to collect from the Indemnifying Party the amount of such
      Damages. Subject to the limits set forth above, in the case of the Premier
      Indemnified Parties, they may apply the Fair Value of any Holdback Stock to
      any
      indemnification objection due from the Stockholders by canceling such
      shares.

     

    ARTICLE
      XII

    GENERAL
      PRO VISIONS

    


    12.01
      Survival of
      Agreement. This Agreement and all terms, warranties and provisions hereof will
      be true and correct as of the time of closing and will survive the Closing
      for a
      period of one (1) year, except as otherwise expressly provided herein and except
      the claims fur any breaches of Section 4.08 shall survive until the expiration
      of the applicable statute of limitations.

     

     

    
      
        
        

      

      
        21.

        
          

        

      

      
        
        

      

    

     

     

         
12.02
      Notices,
      All Notices required or permitted hereunder or under any of the Other Agreements
      (unless such Other Agreement otherwise provides) will be deemed delivered when
      delivered personally, mailed with proper postage, or sent by a
      nationally-recognized overnight courier to the respective patties at the
      following addresses or to such other addresses as each respective pasty may
      hereafter designate:

    


    (a)        To
      Premier and Acquisition:

    2
      Inverness Drive
      East, Suite 100

    Englewood,
      CO
      80112

    


    With
      a copy sent at
      the same time and in the same manner to:

    


    James
      R. Krendl

    Krendl
      Krendl
      Sachnoff& Way

    370
      Seventeenth
      Street, Suite 5350

    Denver,
      CO 80202

    


    (b)        To
      FuGEN and the Stockholders

    To
      Martin
      Terwilliger

    6001
      Montrose ad,
      Suite 640

    Rockville,
      MD
      20852

    


    With
      a copy sent at
      the same time and in the same manner to:

    


    Keith
      Mendelson

    Womble
      Carlyle
      Sandridge & Rice PLLC

    6862
      Elm Street

    Eighth
      Floor

    McLean,
      Virginia
      22101

    


    12.03
      Successors and
      Assigns. This Agreement will be binding upon the parties hereto and their
      respective successors, personal representatives, heirs, and assigns. However,
      no
      party hereto will have any right to assign any of its obligations pursuant
      to
      this Agreement without the prior written consent of all the other parties,
      except that Premier and Acquisition may assign their tights hereunder to a
      wholly-owned corporation, limited liability company, or other entity without
      the
      consent of any other party.

    


    12.04
      Merger. This
      Agreement and the Other Agreements set forth the entire Agreement of the parties
      with respect to the subject matter hereof and may not be amended or modified
      except in writings subscribed to by all of such parties.

    


    12.05
      Governing Law.
      This Agreement is entered into in the City and County of Denver, State of
      Colorado, will be performed primarily within such state, and, except to the
      extent governed by the General Corporation Law of the State of Delaware, all
      issues arising hereunder shall be governed in all respects with the laws of
      such
      state.

    


    12.06
      Modification or
      Severance. In the event that any provision of this Agreement is found by any
      court or other authority of competent jurisdiction to be illegal or
      unenforceable, such

    


    
      
        
          
          

        

        
          22.

          
            

          

        

        
          
          

        

      

    

    


    


    provision
      shall be severed or modified to the extent necessary to
      render it enforceable and, as so severed or modified, this Agreement will remain
      in full force and effect.

    


    11.07
      Counterparts.
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original but all of which together shall be deemed to be
      one
      and the same instrument.

    


    12.08
      Arbitration. Lu
      the event of any dispute arising under this Agreement or any of the Other
      Agreements (except to the extent specifically otherwise provided in any Other
      Agreement), such dispute will be resolved by arbitration in accordance with
      the
      commercial arbitration rules of the American Arbitration Association or any
      other arbitration body which is mutually acceptable to the parties participating
      in the arbitration. The arbitrator shall be given authority to award attorneys’
fees and arbitration costs, in addition to any other relief, in connection
      with
      any such arbitration.

    


    
      
        
          
          

        

        
          23.

          
            

          

        

        
          
          

        

      

    

    


    


    Dated
      effective March  21  , 2002

    


    


    


    
      	
              STOCKHOLDERS:

            	 	 
	
              SAGEBROOK
                TECHNOLOGY

              PARTNERS,
                L.P.

            	 	
              PREMIER
                DATA SERVICES, INC.,

              a
                Delaware Corporation

            
	 	 	 
	
              By:
                /s/ Jacob Baum

            	 	
              By:
/s/
                Richard V. Souders

            
	
                   Jacob
                Baum

            	 	
                    Richard
                V. Souders,
                President & CEO

            
	 	 	 
	 	 	
              PREMIER
                DATA SERVICES ACQUISITION, INC., a
                Delaware Corporation

            
	 	 	 
	
              /s/
                Jacob Baum

            	 	
              By:
/s/
                Richard V. Souders

            
	
              Jacob
                Baum

            	 	
                    Richard
                V. Souders,
                President & CEO

               

            
	 	 	 
	 	 	
              FuGEN,
                INC., a Delaware corporation

               

            
	
              /s/
                Martin L Terwilliger

            	 	
              By:  /s/
                Martin L Terwilliger

            
	
                  Martin
                L Terwilliger

            	 	
                     Martin
                L Terwilliger,
                President & CEO

               

            
	 	 	 
	 	 	
              SHAREHOLDERS
                REPRESENTATIVE:

            
	 	 	 
	 	 	
              /s/
                Martin L Terwilliger

            
	 	 	
              Martin
                L Terwilliger

            
	 	 	 


    

    
 

    
      
        
          
          

        

        
          24.

          
            

          

        

        
          
          

        

      

    

    


    LIST
      OF EXHIBITS

    


    


    Exhibit
      A                      Promissory
      Note

    Exhibit
      B                      Guaranty
      and Stock Collateralization Agreement

    Exhibit
      C                      Security
      Agreement

    Exhibit
      D                      Investor
      Letter

    Exhibit
      E                      Investor
      Rights Agreement

    Exhibit
      F                      Release

    Exhibit
      G                      Option
      to Sell Shares

     

    


    
      
        
          
          

        

        
          25.

          
            

          

        

        
          
          

        

      

    

    


    LIST
      OF SCHEDULES

    


    ARTICLE
      III. PAYMENT
      OF AND ADJUSTMENT TO PURCHASE PRICE

    


    
      	
              3.01

            	 	
              FuGEN
                Common Shares

            


    

    


    


    ARTICLE
      IV.
      REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS AND FUGEN

    


    ARTICLE
      V. REPRESENTATIONS AND WARRANTIES OF

    SAGEBROOK
      TECHNOLOGY PARTNERS, L.P. AND BAUM

    


    


    
      	
              5.03

            	 	
              No
                Violation of Laws or Agreements

            
	
              5.04

            	 	
              Affiliated
                Transactions

            


    

    


    


    


    ARTICLE
      VI. REPRESENTATIONS AND WARRANTIES OF ACQUISITION AND
      PREMIER

    


    
      	
              6.03

            	 	
              Premier
                Shares

            
	
              6.06

            	 	
              No
                Violation of Laws or Agreements

            
	
              6.07
                (a)

            	 	
              Financial
                Statements

            
	
              6.07(b)

            	 	
              Undisclosed
                Liabilities

            
	
              6.09

            	 	
              Receivables

            
	
              6.11

            	 	
              Contracts

            
	
              6.13

            	 	
              Affiliated
                Transactions

            
	
              6.14

            	 	
              Employee
                Benefits

            
	
              6.15

            	 	
              Intellectual
                Property Rights

            


    

    


    


    
      
        
          
          

        

        
          26.

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    


    FORM
      OF PROMISSORY NOTE

    


    PROMISSORY
      NOTE

    March
      21, 2002 $___________ FOR VALUE RECEIVED, Premier Data
      Services, Inc., a Delaware corporation (Maker’), promises to pay to the order of
      ____________________ (“Holder”), the principal sum of ___________

    ______________________________
      ($ ), together with interest thereon
      as calculated below, at the rate herein specified.

    


    1.
      Payment Terms.
      Maker shall make monthly payments of principal and accrued interest on the
      unpaid principal balance on the first day of each month commencing April 1,
      2003. Such monthly payments shall be the greater of $__________ or (__%) of
      Maker’s EBIT (hereafter defined). Minimum annual payments made by Maker for each
      fiscal year of Maker shall total twenty-seven percent (%) of Maker’s EBIT. In
      the event that monthly payments do not: equal such minimum annual amount, the
      balance for each calendar year shall be payable on each April 1 The first annual
      payment pursuant to this Note shall be made on April 1, 2003. If Maker’s payment
      of any amount set forth in this section would cause the balance in the cash
      and
      cash equivalents accounts on the books of Maker (as such books have historically
      been maintained) to be less than $200,000 at any time, then the payment made
      hereunder shall be reduced to the extent necessary to maintain a balance in
      such
      accounts of greater than $200,000. For this purpose, EBIT will be computed
      using
      the same amounts for earnings, interest and taxes (not including depreciation
      and amortization) as are used in computing EBITDA under Maker’s Management
      Incentive Plan referred to below. EBIT shall further be increased by increases
      in executive compensation other than any (i) reasonable increases in base
      compensation as authorized or hereafter approved by the Compensation Committee
      of the Maker and consistent with past practice, and (ii) any bonus or other
      incentive payments made to executive personnel other than as provided for in
      the
      Maker’s existing Management Incentive Plan. Monthly EBIT will be determined by
      Maker’s internal accounting staff and annual EBIT shall be determined based on
      the audited financial statements prepared by Makers’ outside accountants.

    


    The
      Maker has issued,
      or may hereafter issue, other promissory notes to Jacob Baum and Sagebrook
      Technology Partners. L.P. Such notes are referred to herein as the “Other
      Notes”. In making determinations of eligible EBIT and available cash, it is
      understood and agreed that the Maker will never pay more than 50% of EBIT as
      monthly payments nor will it he obligated to make any payments which will reduce
      its cash to less than $200,000. Accordingly, payments pursuant to this Note
      and
      the Other Notes will be prorated to comply with the foregoing
      requirements.

    


    2.
      Interest- The
      unpaid principal balance and accrued but unpaid interest, from time to time
      outstanding hereunder shall bear interest from and alter the date hereof until
      maturity at a rate of eight and one- half percent (8’/ %) per annum, accrued and
      compounded annually on each December 31.

    


    3.
      Manner of Payment.
      All amounts due pursuant to this Promissory Note (the “Note”) shall be paid in
      cash or other immediately available funds to Holder at the address set forth
      below or at such other place as Holder may designate in writing, from time
      to
      time, in accordance with the provisions set forth below.

    


    4.
      Prepayment. Maker,
      without the prior written consent of Holder, may prepay this Note in whole
      or in
      part without any prepayment penalty, premium or fcc.

    


    5.
      Payment In Full.
      This Note shall terminate upon payment of the full principal amount outstanding
      hereunder, together with all interest accrued thereon.

    


    
      
        
          
          

        

        
          27.

          
            

          

        

        
          
          

        

      

    

    


    6.
      Conversion. Holder
      may. at Holder’s option, convert all, but not part, of the outstanding balance
      of this Promissory Note to common stock of the Maker at any time after March
      19,
      2005. The conversion ratio shall be determined based on evaluation of Premier
      stock of $684817848 per share as adjusted for stock splits, stock dividends,
      combinations of shares, recapitalizations, reclassifications or other similar
      events.

    


    7.
      Acceleration.
      Unless the Holder consents in writing, any issuance of stock by the Maker
      (excluding employee options and other existing rights to purchase or convert)
      for a price of less than $0.68 per share, making adjustment for any subsequent
      stock splits, stock dividends, combinations of shares, recapitalizations.
      reclassifications or other similar events, shall cause this Promissory Note
      to
      accelerate and become due and payable in full. In addition, this Promissory
      Note
      will accelerate if any new shareholder (or affiliated group of shareholders)
      in
      a single transaction or series of related transactions, hereafter acquires
      more
      than 50 percent of the voting control of the Maker.

    


    8.
      Default. This Note
      shall be in default if Maker fails to cure, within fifteen (15) days of receipt
      of written notice from Holder of default, its failure to make payment of
      principal or interest due under this Note when the same becomes due and payable.
      This Note shall also be in default if Maker: (i) shall generally not pay, or
      shall be unable to pay, its debts as such debts become due; or (ii) shall file,
      or have filed against it, any proceeding in bankruptcy or any other proceeding
      under any federal or state statute or rule providing for the relief of debtors,
      composition of creditors, arrangement, reorganization, receivership, liquidation
      or any similar event by or against the Maker, that is not dismissed within
      sixty
      days after filing. From and after the date of any such default, all principal
      and interest then due hereunder shall thereafter accrue interest at the rate
      of
      twelve percent (12%) per annum, If default shall occur and be continuing and
      Holder proceeds to enforce or pursue any legal or equitable remedies, Maker
      agrees to pay all expenses incurred by Holder (including reasonable attorneys’
fees) incident to the enforcement of this Note. Maker agrees that Holder may
      extend the terms for payment or accept partial payment without discharging
      or
      releasing Maker from any of it obligations hereunder.

    


    9.
      Seniority. This
      Note will be senior to all debt of the Maker (or its predecessor FuGEN, Inc.,
      a
      Delaware corporation) except existing debt to the Bank of America and any debt
      used to refinance such Bank of America debt in whole or in part.

    


    10.
      Non-Recourse
      Guarantee. This Note is collateralized by pledges of Maker’s stock by certain
      stockholders of Maker pursuant to a separate stock collateralization Agreement.
      Such stockholders have no liability hereunder except to the extent of their
      obligations to grant pledges of such stock. Any remedies of Holder against
      such
      stockholders shall be limited to foreclosure of such stock. The stockholders’
obligations are several and not joint.

    


    11.
      Security
      Interest.  This Note is further secured by a security interest in all
      of the assets of the Maker pursuant to a security agreement of even date. The
      Holder agrees to subordinate its rights pursuant to this security agreement
      to
      any institutional loan pursuant to such institutional lender’s standard
      subordination agreement.

    


    12.
      Financial Reports.
      So long as any amount remains outstanding hereunder, the Maker will deliver
      to
      the Holder such summary monthly financial statements of Maker as are made
      available to other lenders or non-management shareholders.

    


    
      
        
          
          

        

        
          28.

          
            

          

        

        
          
          

        

      

    

    


    


    13.
      Miscellaneous

    


    a.
      Notice. Any and all
      notices. requests, consents, payments or other communications permitted or
      required to be given under the terms of this Note will be deemed delivered
      when
      delivered personally, mailed with proper postage, or sent by a
      nationally-recognized overnight courier to the respective party at the following
      addresses:

    


    Maker:            
      Premier Data Services, Inc.

    2
      Inverness Drive
      East, Suite 100

    Englewood,
      Colorado
      80112

    


    Copy
      to:           James R.
      Krendl

    Krendl
      Krendl
      Sachnoff & Way

    370
      Seventeenth
      Street, Suite 5350

    Denver,
      Colorado
      80202

    


    Holder:             ____________________________

    ____________________________

    ____________________________

    ____________________________

    


    b.
      in Law. This Note
      is entered into in Denver, Colorado and its validity, construction and
      performance shall be governed in all respects by the laws of such state.

    


    c.
      Assignment This
      Note is issued pursuant to the Merger Agreement dated as of the date hereof,
      by
      and among Maker, Premier Data Services Acquisition, Inc., FuGEN, Inc. and the
      stockholders of FUGEN, Inc. This Note and the obligations hereunder may not
      be
      assigned or transferred to any person or party by Maker without the prior
      written consent of Holder, which may be withheld in the sole and absolute
      discretion of Holder. Holder may assign or transfer its rights and obligations
      to any person or party at any time; provided, that any successor party shall
      have all rights and obligations of Holder hereunder.

    


    d.
      Waiver, The parties
      hereto, including Maker and any guarantors, endorsers, successors, and assigns
      hereby waive demand, presentment, protest and notice of protest, diligence,
      and
      all other demands and notices in connection with the delivery, acceptance,
      performance and enforcement of this Note.

    


    e.
      Usury It is the
      intention of Maker and Holder to conform strictly to applicable usury laws.
      Accordingly, no provision of this Note or any agreement entered into in
      connection with or as security for this Note shall permit Holder to charge,
      receive, take, or reserve interest in excess of lawful amounts. If any such
      excess occurs, Holder shall, at its option, apply such excess as a credit
      against principal or otherwise refund such excess to Maker and the effective
      rate of interest shall automatically be reduced to the maximum rate allowed
      by
      applicable law (including the Jaws of the state of Colorado and the United
      States of America). This paragraph shall govern over all provisions of this
      Note
      and any agreement entered into in connection with or as security for this
      Note

    


    IN
      WITNESS WHEREOF,
      Maker has caused this Note to be duly executed, as of the date first set forth
      above,

    


    


    PREMIER
      DATA
      SERVICES, INC.

    


    


    By:
/s/
      Richard
      Souders

    Richard
      Souders,
      President & CEO

    


    
      
        
          
          

        

        
          29.

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    FORM
      OF GUARANTY AND STOCK COLLATERALIZATION
      AGREEMENT

    


    NON-RECOURSE
      GUARANTEE AND

    STOCK
      COLLATERALIZATION AGREEMENT

    


    


    This
      Non-Recourse Guarantee and Stock Collateralization Agreement is
      entered into by and between the undersigned guarantors (the “Debtors”) and Jacob
      Baum and Sagebrook Technology Partners, L.P. (jointly the “Secured
      Party”).

    


    1.
      Collateral. The
      Collateral consists of the shares of stock of Premier Data Services, Inc.
      (“Premier”) now owned by the debtors. The number of shares of the Collateral
      owned by each of the Debtors is set forth opposite his name on the signature
      page hereof. Each Debtor, with respect to the shares shown as owned by him,
      represents and warrants that he owns such shares free and clear of any lien,
      encumbrance, or other pledge arrangement, and that he has full power to pledge
      the shares pursuant to this Agreement.

    


    2.
      Non-Recourse
      Guarantees. Each of the Debtors hereby provides a non-recourse guarantee for
      the
      payment of two or more promissory notes issued by Premier to the Secured Party
      in principal amounts of not less than $700,000 nor more than $934,000
      (collectively the “Promissory Notes”). These non-recourse guarantees are given
      exclusively for the purpose of granting a security interest in the Collateral
      to
      secure the payments of such promissory notes. No Guarantor will have any
      obligation pursuant hereto except to provide a pledge of such Guarantor’s share
      of the Collateral in accordance with the terms hereof.

    


    3.
      Pledge of
      Collateral. Each Debtor hereby pledges the Collateral and grants to the Secured
      Party a security interest in the shares of Collateral owned by him to secure
      the
      payment of such Guarantor’s pro rata share of each of the Promissory Notes. Each
      Debtor grants a security interest in the Collateral only to the extent of such
      Debtor’s number of shares on the signature page below. The obligations of the
      Guarantors are accordingly, non-recourse, individual and several, not joint,
      and
      are limited to a pledge of such Debtor’s shares.

    


    4.
      Rights of Secured
      Party. In the event of a default pursuant to any Promissory Note, the Secured
      Party shall have all rights with respect to the Collateral that a Secured Party
      has pursuant to the Uniform Commercial Code as applicable hereto. Without
      limiting the generality of the foregoing, the Secured Party may, after due
      notice in accordance with the Uniform Commercial Code, sell some or all of
      the
      Collateral at a foreclosure sale. No Debtor will have any personal liability,
      other than with respect to the collateral, to the Secured Party.

    


    5.
      Rights of Debtors.
      Unless and until a valid foreclosure on the Collateral has occurred pursuant
      to
      the Uniform Commercial Code, each Debtor shall continue to own his portion
      of
      the Collateral. As such, the Debtors may continue to vote the stock, consent
      to
      actions as a shareholder, receive dividends thereon, and otherwise receive
      and
      enjoy the benefits of ownership. However, any securities issued with respect
      to
      the Collateral (including stock dividends and stock in exchange) shall
      constitute additional Collateral and shall continue to be subject to the terms
      of this Agreement,

    


    
      
        
          
          

        

        
          30.

          
            

          

        

        
          
          

        

      

    

    


    6.
      Escrow Agent. The
      parties mutually designate Premier as the Escrow Agent to hold the Collateral
      in
      accordance with the terms of this Agreement. Premier shall, upon proof of
      completion of any foreclosure, deliver such shares to the Secured Party. Hugh
      Williamson will, upon written request by the Secured Party, cause his shares
      of
      Collateral to be delivered to a mutually acceptable third party escrow
      agent.

    


    7.
      Termination. This
      Agreement will terminate at such time as the Promissory Notes have been paid
      in
      full. If Promissory Notes totaling $700,000 in the original principal amount
      have been paid in full, but if the Secured Party still owns shares of stock
      which he may require Premier to purchase pursuant to a separate Option to Sell
      Shares agreement, then this Agreement shall not terminate until the later of
      (i)
      April 1, 2005, or (ii) such date as any promissory note which is issued pursuant
      to the Option to Sell Shares has been paid in full

    


    8.
      General Previsions.
      The following general provisions shall apply to this Agreement.

    


    (a)
      This Agreement is
      entered into in the State of Colorado with respect to the stock of a Colorado
      corporation and shall be governed in all respects by the laws of the state
      of
      Colorado.

    


    (b)
      This Agreement is
      binding upon the parties hereto and their respective successors and assigns,
      but
      no party shall assign any of its rights or obligations hereunder except with
      the
      written consent of the other parties.

    


    (c)
      This Agreement
      sets forth the entire agreement of the parties hereto with respect to the
      subject matter hereof and may not be amended or modified except in writing
      subscribed to by all parties.

    


    (d)
      Any notice
      relating to termination of this Agreement or release of Collateral shall include
      evidence that a copy thereof has been delivered to both the Secured Party and
      the Debtor.

    


    


    Dated
      the ______ day of March, 2002.

     

    
 

    SECURED
      PARTY:                                        SECURED
      PARTY:

    SAGEBROOK
      TECHNOLOGY PARTNERS, LP.

    


    By:.
      __________________________________                                                              /s/
      Jacob Baum

                  
Jacob
      Baum

    


    
      
        
          
          

        

        
          31.

          
            

          

        

        
          
          

        

      

    

    


    


    


    DEBTORS:                                                                                                               
      No. of Shares

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    _________________________                                                                                                _________________________

    


    


    _________________________                                                                                                _________________________

    


    


    


    
      
        
          
          

        

        
          32.

          
            

          

        

        
          
          

        

      

    

     

    

     

     

    
      
        
          
          

        

        
          33.

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D

    


    FORM
      OF INVESTOR LETTER

    


    


    March
      ____ 2002

    


    Board
      of Directors

    Premier
      Data Services, Inc.

    2
      Inverness Drive East, Suite 100

    Englewood,
      Colorado 80112

    Re:
      Investment Letter

    


    Gentlemen:

    


    The
      undersigned hereby
      acknowledges to Premier Data Services, Inc. (“Premier”) that (1) the shares of
      Premier’s $0.00 1 par value common stock (the “Shares”) which were acquired from
      Premier were acquired for the undersigned’s own account, for investment, and not
      with a view to the distribution thereof; (2) prior to acquisition thereof,
      the
      undersigned has received all information which has been requested or is
      appropriate; (3) prior to acquisition thereof the undersigned had the requisite
      sophistication to expect, demand and understand the kind of information required
      to make a knowledgeable investment decision with respect to accepting the Shares
      in exchange for shares of FUGEN, Inc. stock; (4) the undersigned will not offer,
      sell, transfer or otherwise dispose of the Shares except in a transaction which
      does not violate the Securities Act of 1933, as amended (the “Act”); and (5) the
      Shares are ‘restricted securities” as that term is defined in Rule 144 of the
      General Rules and Regulations under the Act.

    


    The
      undersigned
      acknowledges and understands that the Shares are unregistered and must be held
      indefinitely unless they are subsequently registered under the Act or an
      exemption from such registration is available. Premier is the only person which
      may register its securities under the Act. Furthermore, except as set forth
      in
      that certain Investors’ Rights Agreement of even date herewith among Premier,
      the undersigned and the other parties named therein, Premier has not made any
      representations, warranties or covenants to the undersigned regarding the
      registration of the Shares or compliance with an exemption under the Act.

    


    The
      undersigned
      acknowledges that the undersigned is fully aware of the applicable limitations
      on the resale of the Shares. Rule 144 permits sales of “restricted securities”
upon compliance with certain requirements. If Rule 144 is available for the
      resale of the Shares, the undersigned may resell the Shares only in accordance
      with its Limitations.

    


    Any
      and all
      Certificates representing the Shares, and any securities issued in replacement,
      exchange, or conversion therefore, shall bear a legend in a form substantially
      as follows, which legend the undersigned has read and understands:

    


    
      
        
          
          

        

        
          34.

          
            

          

        

        
          
          

        

      

    

    


    Board
      of Directors

    Premier
      Data Services, Inc.

    March
      , 2002

    Page
      Two

    


    “The
      securities
      represented by this stock certificate have not been registered under the
      Securities Act of 1933 (the “Act”) or applicable state securities laws (the
“State Acts”) and shall not be sold, pledged, hypothecated, donated, or
      otherwise transferred (whether or not for consideration) by the holder except
      upon the issuance to the Corporation of a favorable opinion of its counsel
      or
      the submission to the Corporation of such other evidence as may be satisfactory
      to counsel for the Corporation, to the effect that any such transfer shall
      not
      be in violation of the Act and. the State Acts”

    


    The
      undersigned
      further agrees that Premier shall have the right to issue stop transfer
      instructions to its transfer agent to bar the transfer of any of my certificates
      except in accordance with the Act. The undersigned acknowledges that the
      undersigned has been informed that Premier intends to issue such
      instructions.

    


    The
      undersigned’s
      representations and agreements contained herein arc made to induce Premier
      to
      issue these Shares to the undersigned and each constitutes a material portion
      of
      the consideration for such issuance.

    


    Very
      truly
      yours,

    


    __________________________________

    


    


    
      
        
          
          

        

        
          35.

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E

    


    FORM
      OF INVESTORS’ RIGHTS AGREEMENT

    


    PREMIER
      DATA SERVICES, INC.

    


    INVESTORS’
RIGHTS
      AGREEMENT

    


    


    This
      Investors’ Rights
      Agreement (the “Agreement”) is made as of March 2002 by and among Premier Data
      Services, Inc., a Delaware corporation (the “Company”), and each of the persons
      and entities who have received shares of the Company’s Stock pursuant to the
      Merger Agreement of even date herewith (individually, a “Purchaser,” and
      collectively, the “Purchasers”) (the “Merger Agreement”).

    


    WHEREAS,
      the Company
      and the Purchasers are parties to the Merger Agreement;

    WHEREAS,
      in order to induce the Company to enter into the Merger
      Agreement and to induce the Purchasers to invest funds in the Company pursuant
      to the Merger Agreement, the Purchasers and the Company hereby agree that this
      Agreement shall govern the rights of the Purchasers to cause the Company to
      register shares of Common Stock issuable to the Purchasers and certain other
      matters as set forth herein;

    


    NOW,
      THEREFORE, the
      parties hereto agree as follows:

    


    SECTION
      1

    


    Restriction
      on Transferability Registration
      Rights

    


    1.1
      Certain
      Definitions. As used in this Agreement, the following terms shall have the
      following respective meanings:

    


    “Commission”
shall
      mean the Securities and Exchange Commission or any successor agency.

    


    “Common
      Stock” shall
      mean the common stock, $.001 par value per share, of the Company.

    


    “Exchange
      Act” shall
      mean the Securities Exchange Act of 1934, as amended, or any successor law
      thereto.

    


    “Holder”
shall
      mean
      any person owning or having the right to acquire Registrable Securities or
      any
      assignee thereof in accordance with Section 1.14 hereof:

    


    “Initial
      Public
      Offering” shall mean an effective registration statement on Form SB (or its
      equivalent) under the Securities Act of 1933, as amended,

    


    
      
        
          
          

        

        
          36.

          
            

          

        

        
          
          

        

      

    

    


    


    the
      public of Common Stock for the account of the Company in cash
      proceeds to the Company, net of underwriting discounts, commissions, and a
      per
      share price of at least $5.00 (as adjusted for stock splits, recapitalization
      and the like).

    


    “Promissory
      Notes”
shall mean the promissory notes issued by the Company to certain Purchasers
      pursuant to the Merger Agreement.

    


    “Registrable
      Securities” shall mean (i) the Shares issued under the Merger Agreement, (ii)
      the Shares, if any, issued upon conversion of the Promissory Notes, and (iii)
      any Shares issued as (or issuable upon the conversion or exercise of any
      warrant, right or other security which is issued as) a dividend or other
      distribution with respect to, or in exchange for or in replacement of the Shares
      described in clauses (i) and (ii) above, excluding in all cases, however any
      Shares sold by a person in a transaction in which his rights under this Section
      1 are not assigned.

    


    The
      terms “register”
“registered” and “registration” refer to a registration effected by preparing
      and filing a registration statement in compliance with the Securities Act,
      and
      the declaration or ordering of the effectiveness of such registration
      statement.

    


    “Registration
      Expenses” shall mean all expenses incurred by the Company in complying with
      Sections 1.5, 1.6 and 1.7 hereof, including, without limitation,, all,
      registration, qualification and filing fees, printing expenses, escrow fees,
      fees and disbursements of counsel for the Company, blue sky fees and expenses,
      and the expense of any special audits incident to r required by any such
      registration but excluding all Selling Expenses.

    “Restricted
      Securities” shall mean the securities of the Company
      required to bear the legend set forth in Section 1.3 hereof (or any similar
      legend).

    


    “Rule
      144” shall mean
      Rule 144 promulgated under the Securities Act or any successor rule
      thereto.

    


    “Securities
      Act” shall
      mean the Securities Act of 1933, as amended, or any

    successor
      law thereto.

    


    “Selling
      Expenses”
shall mean all underwriting discounts, selling commissions and stock transfer
      taxes applicable to the securities registered by the Holders and any fees of
      counsel to any Holder.

    


    “Shares”
shall
      mean
      the shares of Common Stock.

    


    1.2
      Restrictions on
      Transferability. The Restricted Securities shall not be transferable except
      upon
      the conditions specified in this Agreement, which conditions are intended to
      ensure compliance with the provisions of the Securities Act. Each Holder of
      Restricted Securities will cause any proposed transferee of the Restricted
      Securities held by such Holder to agree to take and hold such Restricted
      Securities subject to the provisions and upon the conditions specified in this
      Agreement.

    


    


    
      
        
          
          

        

        
          37.

          
            

          

        

        
          
          

        

      

    

    


    1.3
      Restricted Legend.
      Each certificate representing the Common Stock and any other securities issued
      in respect of the Common Stock upon any stock split, stock dividend,
      recapitalization, merger, consolidation or similar event, shall (unless
      otherwise permitted by the provisions of Section 1.4 below) he stamped or
      otherwise imprinted with a legend in substantially the following form (in
      addition to any legend required under applicable state securities laws):

    


    “THE
      SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE
      SECURITIES LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED,
      DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE
      HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF
      ITS
      COUNSEL OR THE SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY
      BE
      SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH
      TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.”

    


    Each
      Purchaser and
      Holder consents to the Company’s making a notation on its records and giving
      instructions to any transfer agent of the Common Stock in order to implement
      the
      restrictions on transfer established in this Section 1.3.

    


    1.4
      Notice of Proposed
      Transfers. The Holder of each certificate representing Restricted Securities
      by
      acceptance thereof agrees to comply in all respects with the provisions of
      this
      Section 1.4. Prior to any proposed transfer of any Restricted Securities, unless
      there is in effect a registration statement under the Securities Act covering
      the proposed transfer, the Holder thereof shall give written notice to the
      Company of such Holder’s intention to effect such transfer. Each such notice
      shall describe the manner and circumstances of the proposed transfer in
      sufficient detail, and shall be accompanied by either (I) a written opinion
      of
      legal counsel, who shall be reasonably satisfactory to the Company, addressed
      to
      the Company and reasonably satisfactory in form and substance to the Company’s
      counsel, to the effect that the proposed transfer of the Restricted Securities
      may be effected without registration under the Securities Act or (ii) a “No
      Action” letter from the Commission to the effect that the transfer of such
      securities without registration will not result in a recommendation by the
      staff
      of the Commission that action be taken. with respect thereto, whereupon the
      Holder of such Restricted Securities shall be entitled to transfer such
      Restricted Securities in accordance with the terms of the notice delivered
      by
      the Holder to the Company. Each certificate evidencing the Restricted Securities
      transferred as above provided shall bear the appropriate restrictive legends
      described above, except that such certificates shall not bear any such
      restrictive legend if in the opinion of counsel for the Company such legend
      is
      not required.

    


    1.5  Requested
      Registration.

    


    
      
        
          
          

        

        
          38.

          
            

          

        

        
          
          

        

      

    

    


    essential  to
      defer the filing of such registration
      statement, the Company shall have the right to defer such filing for a period
      of
      not more than ninety (90) days after receipt of the request of the Holder or
      Holders requesting such registration; provided, however, that the Company may
      not utilize this right more than twice in any twelve (12) month period.

    (b)
      Underwriting. If the Holders intend to distribute the Registrable
      Securities covered by their request by means of an underwriting, they shall
      so
      advise the Company as a part of their request and the Company shall include
      such
      information in its written notice to the other Holders. The right of any Holder
      to registration pursuant to this Section 1.5 shall be conditioned upon such
      Holder’s participation in such underwriting and the inclusion of such Holder’s
      Registrable Securities in the underwriting to the extent provided herein.

    


    The
      Company shall
      (together with all Holders proposing to distribute their securities through
      such
      underwriting) enter into a underwriting agreement in customary form with the
      managing underwriter reasonably acceptable to the Company and selected for
      such
      underwriting by the Holders of a majority of the Registrable Securities proposed
      by such Holders to be distributed through such underwriting. Notwithstanding
      any
      other provision of this Section 1.5, if the managing underwriter advises the
      Holders in writing that marketing factors require a limitation of the number
      of
      shares to be underwritten, then, subject to the provisions of Section 1.5(a),
      the Company shall so advise all Holders and the number of shares of Registrable
      Securities that may be included in the registration and underwriting shall
      be
      allocated among all Holders requesting inclusion in the registration in
      proportion, as nearly as practicable, to the respective amounts of Registrable
      Securities originally requested by such Holders to be included in the
      registration statement. No Registrable Securities excluded from the underwriting
      by reason of the managing underwriter’s marketing limitation shall be included
      in such registration.

    


    If
      the managing
      underwriter has not limited the number of Registrable Securities to be
      underwritten, the Company may include securities for its own account or for
      the
      account of others in such registration if the underwriter so agrees and if
      the
      number of Registrable Securities which would otherwise have been included in
      such registration and underwriting will not thereby be limited, and provided
      that the Company or the other selling shareholders shall bear an equitable
      share
      of the Registration Expenses in connection with such registration and
      underwriting.

    


    If
      any Holder of
      Registrable Securities disapproves of the terms of the underwriting, such
      person. may elect to withdraw therefrom by written notice to the Company, the
      managing underwriter and the other Holders The Registrable Securities and/or
      other securities so withdrawn shall also be withdrawn from registration;
      provided, however, that if, by the withdrawal of such Registrable Securities,
      a
      greater number of Registrable Securities held by other Holders may be included
      in such registration (up to the maximum of any limitation imposed by the
      underwriters), then the Company shall offer to all Holders who have included
      Registrable Securities in the registration the right to include additional
      Registrable Securities in the same proportion used in determining the
      underwriter limitation in this Section 1.5.

    


    
      
        
          
          

        

        
          39.

          
            

          

        

        
          
          

        

      

    

    


    (a)
      Request for
      Registration.  If at any time after the first to occur of (i) January
      31, 2006 or (ii) the expiration of six months following the initial public
      offering of the securities of the Company, the Company shall receive from any
      Holder or group of Holders of Registrable Securities, representing not less
      than
      40% of the Registrable Securities then outstanding, a written request that
      the
      Company effect any registration, qualification or compliance with respect to
      Registrable Securities if the aggregate offering price to the public would
      be at
      least $20,000,000, the Company will:

    


    (1)
      promptly give
      written notice of the proposed registration, qualification, or compliance to
      all
      other Holders; and

    


    (2)
      as soon as
      practicable, use its reasonable best efforts to effect within 120 days of the
      receipt of such request such registration, qualification or compliance with
      the
      Commission (including, without limitation, the execution of an undertaking
      to
      file post effective amendments, appropriate qualification under applicable
      blue
      sky or other State securities laws and appropriate compliance with applicable
      regulations issued under the Securities Act and any other governmental
      requirements or regulations) as’ may be so requested and as would permit or
      facilitate the sale and distribution of all or such portion of such Registrable
      Securities as are specified in such request, together with all, or such portion
      of the Registrable Securities of any Holder or Holders joining in such request
      as are specified in a written request received by the Company within 20 days
      after receipt of such written notice from the Company; provided, however, that
      the Company shall not be obligated to take any action to effect any such
      registration, qualification or compliance pursuant to this Section 1.5:

    


    (A)
      in any particular
      jurisdiction in which the Company would be required to execute a general consent
      to service of process in effecting such registration, qualification or
      compliance unless the Company is already subject to service in such jurisdiction
      and except as may be required by the Securities Act;

    


    (B)
      prior to 90 days
      immediately following the effective date of any registration statement
      pertaining to securities of the Company (or 180 days in the case of the first
      registration statement of the Company and other than a registration of
      securities in a Rule 145 transaction under Rule 145 promulgated under the
      Securities Act (‘Rule 145”) or with’ respect to an employee benefit plan);
      or

    


    (C)
      after the Company
      has effected two such registrations pursuant to this Section 1.5 and such
      registrations have been declared or ordered effective by the Commission.

    Subject
      to the foregoing clauses, the Company shall file a
      registration statement with the Commission covering the Registrable Securities
      so requested to be registered as soon as practicable after receipt of the
      request or requests of any Holder or Holders. If, however the Company shall
      furnish to the Holder or Holders requesting a registration statement pursuant
      to
      this Section 1.5 its certificate signed by the President of the Company stating
      that, in the good faith judgment of the Board of Directors of the Company,
      it
      would be seriously detrimental to the Company and its shareholders for such
      registration statement to be filed and it is therefore (a) Notice of
      Registration. If the Company shall determine to register any of

    its
      securities other than: (i) a registration relating solely to
      employee benefit plans or (ii) a registration relating solely to a transaction
      pursuant to Rule 145 promulgated under the Securities Act, the Company
      will:

    


    (1)
      promptly give to
      each Holder written notice thereof, and

    


    (2)
      include in such
      registration (and any related qualification under blue sky laws or other
      compliance), and in any underwriting involved therein, all the Registrable
      Securities specified in a written request or requests, made within 20 days
      after
      receipt of such written notice from the Company, by any Holder or Holders.

    (h)
      rut-back and Allocation. Notwithstanding any other provision of
      this Section 1.6, if the managing underwriter determines that marketing factors
      require a limitation of the number of shares to be underwritten, the managing
      underwriter may limit the number of Registrable Securities to be included in
      the
      registration and underwriting. In such event, the Company shall so advise all
      Holders of Registrable Securities which would otherwise be registered and
      underwritten pursuant hereto, and the number of shares of Registrable Securities
      that may be included in the registration and underwriting shall be allocated
      among the Holders in proportion, as nearly as practicable, to the respective
      amounts of Registrable Securities held by such Holders but in no event shall
      the
      amount of securities of the selling Holders included in the offering be reduced
      below thirty percent (30%) of the total amount of securities in such offering,
      unless such offering is the initial public offering of the Company’s securities,
      in which case, the selling shareholders may be excluded if the underwriters
      make
      the determination described above and no other shareholder’s securities are
      included. If any Holder disapproves of the terms of any such underwriting,
      such
      Holder may elect to withdraw therefrom by written notice to the Company and
      the
      managing underwriter. Any Registrable Securities excluded or withdrawn from
      such
      underwriting shall be withdrawn from such registration.

    


    1.7
      Registration on
      Form 3. In case the Company shall receive from any Holder or Holders of not
      less
      than twenty-five percent (25%) of the Registrable Securities then outstanding
      a
      written request or requests that the Company effect a registration on Form
      5-3
      and any related qualification or compliance with respect to all or a part of
      the
      Registrable Securities owned by such Holder or Holders, the Company shall as
      soon as practicable use its reasonable best efforts. to qualify for registration
      on Form S-3, and to that end, the Company shall comply with, the reporting
      requirements of the Exchange Act. After the Company has qualified for the use
      of
      Form S-3, each Holder shall have the right to request that the Company register
      such Holder’s Registrable Securities on Form S-3 (such requests shall be in
      writing and shall state the number of shares of Registrable Securities to be
      disposed of and the intended method of disposition of such shares by each such
      Holder and that the Company maintain the effectiveness of such registration
      statement until all Registrable Securities requested to be registered under
      this
      Section 1.7 are sold), subject to the following limitations:

    (a)
      the Company shall not be obligated to cause a registration on
      Form 5-3 to’ become effective prior to 90 days following the effective date of
      any registration statement pertaining to securities of the Company (or 180
      days
      in the case of the Company’s first

    


    
      
        
          
          

        

        
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    registration
      and other than a registration effected solely to qualify
      an employee benefit plan or to effect a business combination pursuant to Ride
      145);

    


    (b)
      the Company shall
      not he obligated to cause a registration on Form S-3 to become effective prior
      to expiration of 180 days following the effective date of the most recent
      registration pursuant to a request under Section 1.5 of this Agreement;

    


    (c)
      the Company shall
      not be required to effect a registration on Form S-3 unless the Holder or
      Holders requesting registration propose to dispose of shares of Registrable
      Securities having an aggregate disposition price (before deduction of
      underwriting discounts and expenses of sale) of at least S I ,000,000 and shall
      not be required to effect more than two (2) registrations on Form S-3 per
      calendar year; and

    


    (d)
      if the Company
      shall furnish to the Holder or Holders requesting registration pursuant to
      this
      Section 1.7 a certificate signed by the President of the Company stating that,
      in the good faith judgment of the Board of Directors of the Company, it would
      be
      seriously detrimental to the Company and its shareholders for such registration
      on Form S-3 to be filed and it is therefore essential to defer such filing,
      the
      Company shall have the right to defer such filing for a period of not more
      than
      ninety (90) days after receipt of the request of the Holder or Holders
      requesting such registration on Form 5-3; however, that the Company may not
      utilize this right more than twice in any twelve (12) month period.

    


    1.8
      Expenses of
      Registration. All Registration Expenses incurred in connection with any
      registration, qualification or compliance pursuant to Section 1.5, Section
      1 .6,
      or Section 1.7, excluding underwriting discounts and commissions, shall be
      borne
      by the Company; provided, however, that the Company shall be required to pay
      the
      Costs of only the lead legal counsel of the Holders, the selection of which
      must
      be with the approval of the Company, which approval shall not be unreasonably
      withheld. All Selling Expenses relating to securities registered by the Holders
      pursuant to either Section 1.5, Section 1.6, or Section 1.7, shall be borne
      by
      the Holders of such securities pro rata on the basis of the number of shares
      so
      registered. Notwithstanding the foregoing, the Company shall not be required
      to
      pay for Registration Expenses pursuant to Section 1.5 if the registration
      request is subsequently withdrawn at the request of the Holders of a majority
      of
      the Registrable Securities to be registered (which Holders shall bear such
      expenses), unless the Holders of a majority of the Registrable Securities agree
      to forfeit their right to demand one registration pursuant to Section 1.5;
      provided, however, that if at the time of such withdrawal, the Holders have
      learned of a material adverse change in the condition or business of the Company
      from that known to the Holders at the time of their request, then the Holders
      shall not be required to pay any of such Registration Expenses and shall retain
      their rights pursuant to Section 1.5.

    


    1.9
      In the case of
      each registration, qualification or compliance effected by the Company pursuant
      to this Agreement, the Company will keep each Holder advised in writing as
      to
      the initiation of each registration, qualification and compliance and as to
      the
      completion thereof. At its expense the Company will furnish such number of
      prospectuses and other documents incident thereto as a Holder from time to
      time
      may reasonably request.

    


    


    
      
        
          
          

        

        
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    1.10
      Termination of
      Registration Rights. The registration tights granted pursuant to this Agreement
      shall terminate as to any Holder upon the earlier of(i) the second anniversary
      of the effective date of the initial public offering of the securities of the
      Company or (ii) such date after the closing of the first Company-initiated
      registered public offering of Common Stock of the Company as all shares of
      Registrable Securities held or entitled to be held upon conversion by such
      Holder may immediately be sold under Rule 144 during any 90-day period.

    .11
      Indemnification.

    


    (a)
      To the extent
      permitted by law, the Company will indemnify each Holder, each of its officers,
      directors and partners and such Holder’s legal counsel and independent
      accountants, and each person controlling such Holder within the meaning of
      Section 15 of the Securities Act, With respect to which registration,
      qualification or compliance has been effected pursuant to this Agreement, and
      each underwriter, if any, and each person who controls any underwriter within
      the meaning of Section 15 of the Securities Act, against all expenses, claims,
      losses, damages and liabilities (or actions in respect thereof), including
      any
      of the foregoing incurred in settlement of any litigation, commenced or
      threatened, arising out of or based on any untrue statement (or alleged untrue
      statement) of a material fact contained in any registration statement,
      prospectus, offering circular or other document, or any amendment or supplement
      thereto, incident to any such registration, qualification or compliance, or
      based on any omission (or alleged omission) to state therein a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading, or any
      violation by the Company of the Securities Act or the Exchange Act or Securities
      act of any state or any rule or regulation thereunder, and relating to action
      or
      inaction required of the Company in connection with any such registration,
      qualification or compliance, and will reimburse each such Holder, each of its
      officers, directors and partners and such Holder’s legal counsel and independent
      accountants, and each person controlling such Holder, each such underwriter
      and
      each person who controls any such underwriter, for any legal and any other
      expenses reasonably incurred in connection with investigating, preparing or
      defending any such claim, loss, damage, liability or action, provided that
      the
      Company will not be liable in any such case to the extent that any such claim,
      loss, damage, liability or expense arises out of or is based on any untrue
      statement or omission or alleged untrue statement or omission, made in reliance
      upon and in conformity with written information furnished to the Company by
      an
      instrument duly executed by such Holder or underwriter and stated to be
      specifically for use therein.

    


    (b)
      Each Holder will,
      severally and not jointly, if Registrable Securities held by such Holder are
      included in the securities as to which such registration, qualification or
      compliance is being effected, indemnify the Company, each of its directors
      and
      officers, and its legal counsel and independent accountants, and each
      underwriter, if any, of the Company’s securities covered by such a registration
      statement, each person who controls the Company or such underwriter within
      the
      meaning of Section 15 of the Securities Act, and each other such Holder, each
      of
      its officers, directors and partners and each person controlling such Holder
      within the meaning of Section 15 of the Securities Act, against all claims,
      losses, damages and liabilities (or actions in respect thereof) arising out
      of
      or based on any untrue statement (or

    


    
      
        
          
          

        

        
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    alleged
      untrue statement) of a material fact contained in any such
      registration statement, prospectus, offering circular or other document, or
      any
      omission (or alleged omission) to state therein a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      will reimburse the Company, such Holders, such directors, officers, legal
      counsel, independent accountants, underwriters or control persons for any legal
      or any other expenses reasonably incurred in connection with investigating
      or
      defending any such claim., loss, damage, liability or action, in each case
      to
      the extent, but only to the extent, that such untrue statement (or alleged
      untrue statement) or omission (or alleged omission) is made in such registration
      statement, prospectus, offering circular or other document in reliance upon
      and
      in conformity with written information furnished to the Company by art
      instrument duly executed by such Holder and stated to be specifically for use
      therein; provided, however, that the obligations of each such Holder hereunder
      shall be limited to an amount equal to the proceeds, net of underwriting
      discounts and commissions but not expenses, to each such Holder or Registrable
      Securities sold as contemplated herein.

    


    (c)
      Each party
      entitled to indemnification under this Section 1.11 (the “Indemnified Party”)
      shall give notice to the party required to provide indemnification (the
“Indemnifying Party’) promptly after such Indemnified Party has actual knowledge
      of any claim as to which indemnity may be sought, and shall permit the
      Indemnifying Party to assume the defense or any such claim or any litigation
      resulting therefrom, provided that counsel for the Indemnifying party, who
      shall
      conduct the defense of such claim or litigation, shall be approved by the
      Indemnified Party (whose approval shall not be unreasonably withheld), and
      the
      Indemnified Party may participate in such defense at such party’s expense, and
      provided further that the failure of any indemnified Party to give notice as
      provided herein shall, not relieve the Indemnifying Party of its obligations
      under this Agreement. except to the extent, but only to the extent, that the
      Indemnifying Party’s ability to defend against such claim or litigation is
      impaired as a result of such failure to give notice. No Indemnifying Party,
      in
      the defense of any such claim or litigation, shall, except with the consent
      of
      each Indemnified Party, consent to entry of any judgment or enter into any
      settlement which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff 10 such indemnified Party of a release from all
      liability in respect to such claim or litigation.

    


    (d)
      If the
      indemnification provided for in this Section 1.11 is held by a court of
      competent jurisdiction to be unavailable to an Indemnified Party with respect
      to
      any loss, liability, claim damage, or expense referred to therein, then the
      Indemnified Party, in lieu of indemnifying such Indemnified Party hereunder,
      shall contribute to the amount paid or payable by such Indemnified Party as
      a
      result of such loss, liability, claim, damage, or expense in such proportion
      as
      is appropriate to reflect the relative fault of the Indemnified Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage, or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnified Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnified Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information, and opportunity to correct
      or
      prevent such statement or omission. hi no event shall any contribution by a
      Holder under this Section 1 11(d) exceed the proceeds, net of

    


    
      
        
          
          

        

        
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    underwriting
      discounts and commissions but not expenses, from the
      offering received by such Holder.

    


    1.12  Information
      by Holder. The
      Holder or Holders of Registrable Securities included in any registration shall
      furnish to the Company such information regarding such Holder or Holders and
      the
      distribution proposed by such Holder or Holders as the Company may request
      in
      writing and as shall be required in connection with any registration.
      qualification or compliance referred to in this Agreement.

    


    1.13
      Rule 144
      Reporting. With a view to making available the benefits of Rule 144 or any
      other
      rules and regulations of the Commission which may at any time permit the sale
      of
      the Restricted Securities to the public without registration, after such time
      as
      a public market exists for the Common Stock of the Company. the Company agrees
      to use its reasonable best efforts to:

    


    (a)
      make and keep
      public information available, as those terms are understood and defined in
      Rule
      144, at all times after the effective date of the first registration under
      the
      Securities Act filed by the Company for an offering of its securities to the
      general public;

    


    (b)
      file with the
      Commission in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act (at any time after it
      has
      become subject to such reporting requirements); and

    


    (c)
      furnish to Holders
      upon request a written statement as to its compliance with the reporting
      requirements of Rule 144 (at any time after 90 days after the effective date
      of
      the first registration statement filed by the Company for an offering of its
      securities to the general public), and of the Securities Act and the Exchange
      Act (at any time after it has become subject to such reporting requirements),
      a
      copy of the most recent annual or quarterly report of the Company, and such
      other reports and documents of the Company as a Holder may reasonably request
      in
      availing itself of any rule or regulation of the Commission allowing such Holder
      to sell any such securities without registration.

    


    1.14
      Transfer of
      Rights. The rights granted hereunder to cause the Company to register securities
      may be assigned to any affiliate, constituent partner (including limited
      partner), or immediate family members of a Purchaser.

    


    1.15
      Limitations on
      Subsequent Registration Rights. From and after the date of this Agreement the
      Company shall not enter into any agreement granting any holder or prospective
      holder of any securities of the Company registration rights with respect to
      such
      securities without the prior written consent of Holders of a majority of the
      Registrable Securities then outstanding.

    


    1.16
      Market Standoff.
      Each Holder hereby agrees that, during the period of duration (up to, but not
      exceeding, 180 days) specified by the Company and an underwriter of Common
      Stock
      or other securities of the Company, following the effective date of a
      registration statement of the Company filed under the Securities Act, it shall
      not, to the extent requested by the Company and such underwriter, directly
      or
      indirectly sell, offer to sell, contract to sell (including, without limitation,
      any short sale), grant any option to purchase or otherwise transfer

    


    
      
        
          
          

        

        
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    or
      dispose of (other than to donees who agree to be similarly bound)
      any securities of the Company held by it at any time during such period except
      Common Stock included in such registration; provided, however, that:

    


    (a)
      such agreement
      shall be applicable only to the first such registration statement of the Company
      which covers Common Stock (or other securities) to be sold on its behalf to
      the
      public in an underwritten offering; and

    


    (b)
      all officers and
      directors of the Company, all one-percent security Holders, and all other
      persons with registration rights (whether or not pursuant to this Agreement)
      enter into similar agreements.

    


    In
      order to enforce
      the foregoing covenant, the Company may impose stop transfer instructions with
      respect to the Registrable Securities of each Holder (and the shares or
      securities of every other person subject to the foregoing restriction) until
      the
      end of such period, and each Holder agrees that, if so requested, such Holder
      will execute an agreement in the form provided by the underwriter containing
      terms which are essentially consistent with the provisions of this Section
      116.

    


    Notwithstanding
      the
      foregoing, the obligations described in this Section 1.16 shall not apply to
      a
      registration relating solely to employee benefit plans on Form S-i or Form
      S-8
      or similar forms which may be promulgated in the future, or a registration
      relating solely to Rule 145 transaction on Form S-4 or similar forms which
      may
      be promulgated in the future.

    


    


    SECTION
      2

    Miscellaneous

    


    The
      Company hereby
      covenants and agrees as follows.

    


    2.1
      Governing Law.
      This Agreement shall be construed in accordance with, and governed in all
      respects by, the laws of the State of Colorado, as applied to agreements entered
      into, and to be performed entirely in such state, between residents of such
      state.

    


    The
      parties hereto
      agree to submit to the jurisdiction of the federal and state courts of the
      State
      of Colorado with respect to the breach or interpretation of this Agreement
      or
      the enforcement of any and all rights, duties, liabilities, obligations, powers,
      and other relations between the parties arising under this Agreement.

    


    2.2
      Successors and
      Assigns. Except as otherwise provided herein, the provisions hereof shall inure
      to the benefit of, and be binding upon, the successors, assigns, heirs,
      executors and administrators of the parties hereto.

    


    2.3
      Notices, Etc. All
      notices and other communications required or permitted hereunder, shall be
      in
      writing and shall be sent by facsimile, personally delivered, mailed by
      registered or certified mail, postage prepaid, return receipt requested, or
      otherwise delivered by a

    


    
      
        
          
          

        

        
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    nationally-recognized
      overnight courier, addressed (a) if to
      Purchaser, at such Purchaser’s facsimile number or address as set forth on the
      signature page of the Merger Agreement, or at such other address or as such
      Purchaser shall have furnished to the Company in writing, or (b) if to any
      other
      Holder, of any Registrable Securities, at such address as such Holder shall
      have
      furnished the Company in writing, or, until any such Holder so furnishes an
      address to the Company, then to and at the address of the last Holder of such
      Registrable Securities who has so furnished an address or facsimile number
      to
      the Company, or c) if to the Company, at its facsimile number or address set
      forth on the signature page hereto addressed to the attention of the Corporate
      Secretary, or at such other address as the Company shall have furnished to
      the
      Purchaser. Any such notice OT communication shall be deemed to have been
      received (A) in the case of personal delivery, on the date of such delivery,
      (B)
      in the case of a nationally-recognized overnight Courier, on the next business
      day after the dale when sent, (C) in the case of mailing, on the third business
      day following that on which the piece of mail containing such communication
      is
      posted and D) in the case of delivery via facsimile, one (1) business day after
      the date of transmission provided that said transmission is confirmed
      telephonically on the date of transmission.

    


    2.4
      Delays or
      Omissions.   No delay or omission to exercise any right, power or
      remedy accruing to any Holder of any Registrable Securities upon any breach
      or
      default of the Company under this Agreement shall impair any such right, power
      or remedy of such Holder, nor shall it be construed to be a waiver of any such
      breach or default, or an acquiescence therein, or of or in any similar breach
      or
      default thereafter occurring nor shall any waiver of any single breach or
      default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any Holder of any breach or default under this
      Agreement, or any waiver on the part of any Holder of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing or as provided in this
      Agreement. All remedies, either under this Agreement or by law or otherwise
      afforded to any Holder, shall be cumulative and not alternative.

    


    2,5
      Third Parties.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      party, other than the parties hereto, and their respective successors and
      assigns, any rights, remedies, obligations or liabilities under or by reason
      of
      this Agreement, except as expressly provided herein.

    


    2.6
      Severability. If
      one or more provisions of this Agreement are held to be unenforceable under
      applicable law, portions of such provisions, or such provisions in their
      entirety, to the extent necessary, shall be severed from this Agreement, and
      the
      balance of this Agreement shall be enforceable in accordance with the
      terms.

    


    2.7
      Amendment and
      Waiver. Any provision of this Agreement may be amended or waived with the
      written consent of the Company and the Holders of at least a majority of the
      outstanding shares of the Registrable Securities. In addition, the Company
      may
      waive performance of any obligation owing to it, as to some or all of the
      Holders of Registrable Securities, or agree to accept alternatives to such
      performance, without obtaining the consent of any Holder of Registrable
      Securities. Any amendment or waiver effected in accordance with this

    


    
      
        
          
          

        

        
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    Section
      2.7 shall be
      binding upon each party to the Agreement, whether or not such party has signed
      such amendment or waiver, each future Holder of all such Registrable Securities,
      and the Company.

    


    2.8
      of Holders. Each
      Holder of Registrable Securities shall have the absolute right to exercise
      or
      refrain from exercising any right or rights that such Holder may have by reason
      of this Agreement, including. without limitation, the tight to consent to the
      waiver or modification of any obligation under this Agreement, and such Holder
      shall not incur any liability to any other Holder of any securities of the
      Company as a result of exercising or refraining from exercising any such right
      or rights.

    


    2.9
      Counterparts. This
      Agreement may be executed in any number of counterparts each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument.

    


    2.10
      Titles and
      Subtitles. The titles of the paragraphs and subparagraphs of this Agreement
      are
      for the convenience of reference only and are not to be considered in construing
      this Agreement.

    


    2.11
      Termination of
      Entire Agreement Change of Control. This Agreement shall terminate, and have
      no
      further force and effect, when the Company shall sell, convey, or otherwise
      dispose of or encumber all or substantially all of its property or business
      or
      merge into or consolidate with any other corporation (other than a wholly-owned
      subsidiary corporation) or effect any other transaction or series of related
      transactions in which more than fifty percent (50%) of the voting power of
      the
      Company is disposed of; provided that this subsection 2.11 shall not apply
      to a
      merger effected exclusively for the purpose of changing the domicile of the
      Company.

    


    


    


    


    (SIGNATURE
      PAGE TO FOLLOW)

    


    
      
        
          
          

        

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

    


    COMPANY:
      PREMIER DATA SERVICES, INC.

    


    


    


    By:  /s/  Richard
      V. Souders

    Richard
      V. Souders,
      President and CEO

    2
      Inverness E)rive
      East

    Englewood,
      CO
      80112

    


    


    PURCHASER:

    


    


    By:___________________________________________

    


    Name:________________________________________

              (print)

    


    Title:_________________________________________

    


     

    


    SIGNATURE
      PAGE TO INVESTORS’ RIGHTS
      AGREEMENT

    


    


    
      
        
          
          

        

        
          48.

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      F

    


    FORM
      OF RELEASE AND WAIVER

    


    RELEASE
      AND WAIVER

    


    


    This
      Release and
      Waiver is provided by the undersigned shareholder (the “Shareholder”) dated
      effective as of the date set forth below.

    


    1.
      The Shareholder is
      a shareholder of FuGEN, Inc. (“FuGEN”) which is merging with Premier Data
      Services Acquisition, Inc., a wholly owned subsidiary of Premier Data Services,
      Inc (jointly “Premier”),

    


    2.
      This Release is
      being executed and delivered in accordance with the Merger Agreement of even
      date herewith by and among FUGEN, Premier and all of the shareholders of FuGEN
      (the “Merger Agreement”).

    


    3.
      In consideration
      for the Premier stock and/or other consideration received by the Shareholder
      pursuant to the Merger Agreement, the Shareholder acting on behalf of himself
      and his successors, heirs, executors, administrators, representatives,
      affiliates, agents and assigns (all of whom are included within the defined
      term
“Shareholder”) fully and unconditionally forever releases and discharges Premier
      and its successors, assigns, subsidiaries and affiliates including its officers,
      directors, and agents (all of whom are included within the defined term
“Premier”) of all obligations of any nature whatsoever that have accrued as of
      the date of this Release and Waiver or that may accrue hereafter as a result
      of
      facts existing as of the date of this Release and Waiver, except (i) obligations
      arising under the Merger Agreement or any agreements or documents executed
      in
      connection therewith, and (ii) f applicable, obligations of FuGEN and/or Premier
      for accrued but unpaid salary or other agreed upon benefits or payments in
      Shareholder’s capacity as an employee.

    


    4.
      The Shareholder
      hereby irrevocably covenants to refrain from, directly or indirectly, asserting
      any claim or demand, or commencing, instituting or causing to be commenced,
      any
      proceeding of any kind against Premier based upon any matter purported to be
      released hereby.

    


    5.
      The release of
      Premier hereunder expressly includes a release of any claims against FuGEN
      that
      have accrued as of the date of this Release and Waiver or that may accrue
      hereafter as a result of facts existing as of the date of this Release and
      Waiver.

    


    6.
      The Shareholder
      further agrees to indemnify and hold harmless Premier from and against all
      losses, liabilities, or expenses arising directly or indirectly from or in
      connection with the assertion by or on behalf of the Shareholder of any claim
      purported to be released hereunder

    


    7.
      If any provision of
      this Release and Waiver is held invalid or unenforceable, the other provisions
      of this Release and Waiver will remain in fill force and effect.

    


    Executed
      effective the
      ______ day of March, 2002.

    


    SHAREHOLDER:

     

     

           
      ______________________________

    


    


    
      
        
          
          

        

        
          49.

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      G

    


    FORM
      OF

    OPTION
      TO SELL SHARES

    


    OPTION
      TO SELL SHARES

    


    


    Premier
      Data Services,
      Inc. (“Premier”) agrees with Jacob Baum and Sagebrook Technology Partners, LP.
      (jointly “Sagebrook”) as follows:

    


    1.
      Purpose. In
      connection with the recent merger of FuGEN, Inc. (“FuGEN”) and a subsidiary of
      Premier, Sagebrook has acquired certain shares of common stock of Premier.
      The
      parties wish to provide an opportunity to Sagebrook to redeem a portion of
      such
      shares on or after March 31, 2004, in accordance with the terms set forth
      below.

    


    2.
      Right to Sell. At
      any time after March 1. 2004 and prior to April 1, 2005, Sagebrook may, by
      delivery of written notice to Premier at least 30 days in advance, require
      that
      Premier purchase 292.048 shares of Premier stock owned by Sagebrook. This
      provision relates to Premier stock now owned by Sagebrook and the appropriate
      number of shares will be adjusted in the event of any stock dividend, stock
      split, consolidation, or other transaction affecting such shares. The 292,048
      shares (or future equivalent) are referred to herein as the ‘Put Shares”.

    


    3.
      Purchase Price. The
      purchase price for the Put Shares will be the sum of $234,000 (the “Purchase
      Price”).

    


    4.
      Payment of Purchase
      Price. The Purchase Price will be paid in cash to the extent that Premier,
      as of
      the time of receipt of notice of the intent of Sagebrook to sell, has more
      than
      $200,000 in cash or cash equivalents on hand. To the extent that the excess
      cash
      accounts o, Premier are less than $434,000, the Purchase Price will be paid
      in
      the form of delivery of a promissory note. Such promissory note shall be
      substantially in the same form as the promissory notes to Sagebrook attached
      hereto as exhibits, and shall be secured in the same manner as such notes.

    


    5.
      Right of Sagebrook.
      The terms of this Agreement are intended to constitute an option to sell in
      favor of Sagebrook. Sagebrook has no obligation pursuant to this Agreement
      to
      retain the Put Shares and, subject to any other restrictions which may exist,
      Sagebrook has the right to sell or otherwise transfer such shares to third
      parties. However, the rights contained herein are personal to Sagebrook and
      may
      not be assigned or otherwise transferred to any third party except with the
      prior written consent of Premier.

    


    Dated
      this ___ day of
      March, 2002

    


    PREMIER
      DATA SERVICES,
      INC.                                                SAGEBROOK
      TECHNOLOGY

    PARTNERS,
      L.P.

    


    


    By:
/s/
      Richard
      Souders                                                                     By:___________________________

    Richard
      Souders,
      President                                                               Name:_________________________

          Its:____________________________

    


                                                /s/
      Jacob
      Baum

                                                Jacob
      Baum

    50.