ASSET PURCHASE AGREEMENT

between

ActionPoint, Inc.

a Delaware corporation;

and

Chordiant Software, Inc.,

a Delaware corporation

____________________________

Dated as of May 17, 2001

____________________________

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is entered into as of May17, 2001, by and between **ActionPoint, Inc**., a Delaware corporation (the"Seller") and **Chordiant Software, Inc.,** a Delaware corporation(the "Purchaser").  Certain capitalized terms used in this Agreementare defined in Exhibit A.

Recitals

The Seller is engaged in the business of, among otherthings, producing, marketing, distributing, selling and servicing the DialogServer Products.

The Purchaser desires to purchase from the Seller, andthe Seller desires to sell to the Purchaser, all of the Seller's right, titleand interest in and to the tangible and intangible assets of the Seller relatingto or used in connection with the Dialog Server Product Business, together withthe goodwill associated with such assets, and Purchaser is willing to assumecertain specified obligations and liabilities of Seller, all as more fullydescribed below on the terms and conditions set forth herein.

Agreement

The parties to this Agreement, intending to be legallybound, agree as follows:

Sale of Assets; Related Transactions
.
Sale of Assets
.The Seller shall cause to be sold, assigned, transferred, conveyed and deliveredto the Purchaser, at the Closing (as defined below), good and valid title to theAssets (as defined below), free of any Encumbrances, on the terms and subject tothe conditions set forth in this Agreement.  For purposes of this Agreement,"Assets" shall mean and include: the properties, rights, interests andother tangible and intangible assets of the Seller that are related to theDialog Server Product Business as set forth on Part 1.1(1) of the DisclosureSchedule.

Purchase Price
.As consideration for the sale of the Assets to thePurchaser (collectively, the "Purchase Price"):

the Purchaser shall pay to the Seller, by wire transferof immediately available funds, a total of One Million Seven Hundred Fifty-ThreeThousand Five Hundred Ten Dollars (US $1,753,510) equal to the amount of OneMillion Eight Hundred Thousand Dollars (US $1,800,000) less the amount of unpaidvacation and sick time as of the Closing Date accrued by Seller as set forth inPart 1.2(a)(i) of the Disclosure Schedule, attributable to the employees setforth in such Schedule (which employees have elected to carry over such accruedtime with the Purchaser) (the "Accrued Time"); 

the Purchaser shall issue to the Seller, 1,569,823 sharesof common stock of the Purchaser;

 the Purchaser shall cause to be deposited the sum of TwoHundred Thousand Dollars (US $200,000) and 163, 724 shares of common stock ofthe Purchaser (together with any funds substituted for shares therein inaccordance with the Escrow Agreement, the "Escrow Fund") in an escrowaccount (the "Escrow Account") to be established as of the ClosingDate (as defined below) pursuant to an Escrow Agreement among the Seller, thePurchaser and State Street Bank and Trust Company of California, N.A. (the"Escrow Agent"), in substantially the form of Exhibit B hereto (the"Escrow Agreement"); and

at the Closing, the Purchaser shall assume the AssumedLiabilities.

For purposes of this Agreement "AssumedLiabilities" shall mean only (i) such warranty and support obligations withrespect to existing Dialog Server Product Business customers, to the extent notrequired to be discharged by Seller as of the Closing, under such SellerContracts listed in Part 1.2(b) of the Disclosure Schedule and (ii) the AccruedTime, and shall not include any other Liabilities; 
provided, further,
that notwithstanding the foregoing, and notwithstanding anything to the contrarycontained in this Agreement, the "Assumed Liabilities" shall notinclude, and the Purchaser shall not assume or be required to perform any otherLiability that is not referred to specifically in this Section 1.2(b) as anAssumed Liability.

Sales Taxes
.  TheSeller shall bear and pay, and shall reimburse the Purchaser and the Purchaser'saffiliates for, any sales taxes, use taxes, transfer taxes, documentary charges,recording fees or similar taxes, charges, fees or expenses imposed on thePurchaser that may become payable in connection with the sale of the Assets tothe Purchaser or in connection with any of the other Transactions, but only tothe extent that such taxes, charges, fees or expenses relate to periods endingon or prior to the Closing Date (including arising out of the Closing) ortransactions or events occurring on or prior to the Closing Date.

Allocation
.Within thirty days following the Closing Date, the Purchaser and the Sellershall mutually agree as to the manner in which the consideration referred to inSections 1.2(a)(i), 1.2(a)(ii), 1.2(a)(iii) and 1.2(a)(iv) is to beallocated among the Assets, and shall produce a statement with respect to suchallocation. Such statement shall be prepared using the allocation methods andprinciples required by Section 1060 of the Code and the regulations promulgatedthereunder. The allocation prescribed by such statement shall be conclusive andbinding upon the Seller and Purchaser for all purposes, and the Seller andPurchaser shall not file any Tax Return or other document with, or make anystatement or declaration to, any Governmental Body that is inconsistent withsuch allocation.

Closing
.The closing of the sale of the Assets to the Purchaser(the "Closing") shall take place at the offices of Cooley Godward llpin Palo Alto, California, at 10:00 a.m. PST on the date of execution of thisAgreement (the "Closing Date").  

Simultaneously with the execution of thisAgreement:

the Purchaser shall pay to the Seller, by wire transferof immediately available funds, a total of One Million Seven Hundred Fifty-ThreeThousand Five Hundred Ten Dollars (US $1,753,510) as contemplated by Section1.2(a)(i) hereof;

the Purchaser shall cause to be issued to the Seller,1,569,823 shares of common stock of the Purchaser as contemplated by Section1.2(a)(ii) hereof;

the Purchaser shall cause to be deposited the Escrow Fundin the Escrow Account to be established as of the Closing Date (as definedbelow) pursuant to the Escrow Agreement, as contemplated by Section 1.2(a)(iii)hereof;

the Seller shall execute and deliver to the Purchaser theWarranty Bill of Sale and Assignment in substantially the form set forth asExhibit C hereto, a Trademark Assignment in the form set forth in Exhibit Dhereto, a UCC-3 or other document evidencing the release by Comerica Bank of allliens on the Assets and such other bills of sale, endorsements, assignments andother documents as may (in the reasonable judgment of the Purchaser or itscounsel) be necessary or appropriate to assign, convey, transfer and deliver tothe Purchaser good and valid title to the Assets free of anyEncumbrances;

the Seller shall deliver a receipt for the paymentcontemplated by Sections 1.2(a)(i) and 1.2(a)(ii) hereof;

Johannes Schmidt and Kevin Shen shall execute and deliverto the Purchaser a consulting agreement in form as agreed between Purchaser andMessrs. Schmidt and Shen, respectively;

the Seller shall deliver a copy, certified as of theClosing by an appropriate officer of the Seller, of the resolutions of the Boardof Directors of the Seller approving the execution, delivery and performance ofthe Transactional Agreements;

the Seller shall provide to the Purchaser and itsRepresentatives all materials and information regarding the know-how,technology, and other intellectual property included in the Assets (the"Transferred Intellectual Property"), including delivery of thetangible items and information and electronic copies of any copyrighted materiallisted in Part 1.1(1) of the Disclosure Schedule in accordance with Purchaser'swritten instructions; 

the Seller and the Purchaser shall each execute anddeliver a registration rights agreement for the Shares, in the form of Exhibit E(the "Registration Rights Agreement"); and

the Seller and Purchaser shall each execute and deliveran end-user license agreement for the Dialog Server Product, in the form ofExhibit F (the "License Agreement").

Representations and Warranties of the Seller
.
The Seller hereby represents and warrants, to and for thebenefit of the Indemnitees, as follows (provided, however, that that anyrepresentation or warranty as to the enforceability of an agreement shall bedeemed to be qualified to the extent such enforceability is subject to (i) lawsof general application relating to bankruptcy, insolvency, moratorium and therelief of debtors, and (ii) the availability of specific performance, injunctiverelief and other equitable remedies):

Due Organization; No Subsidiaries; Etc
.  The Seller is a corporation duly organized,validly existing and in good standing under the laws of the State of Delaware.In order to conduct the Dialog Server Product Business as conducted by Sellerimmediately prior to Closing, the Purchaser is not required to be qualified,authorized, registered or licensed to do business as a foreign corporation inany jurisdiction other than the jurisdictions listed in Part 2.1(a) of theDisclosure Schedule.  Except as set forth in Part 2.1(b) of the DisclosureSchedule, the Seller is in good standing as a foreign corporation in each of thejurisdictions listed in Part 2.1(a) of the Disclosure Schedule.  No portion ofthe Dialog Server Product Business has been conducted by a subsidiary oraffiliate of the Seller.  Except as set forth in Part 2.1(c), the Seller hasnever conducted the Dialog Server Product Business under, for any purpose or inany jurisdiction, any fictitious name, assumed name, trade name or other name,other than "ActionPoint, Inc."

Records
.  TheSeller has delivered to (or made available for inspection by) the Purchaseraccurate and complete copies of the minutes and other records of the meetingsand other proceedings (including any actions taken by written consent orotherwise without a meeting) of the Stockholders of the Seller, the board ofdirectors of the Seller and all committees of the board of directors of theSeller with respect to the sale of the Dialog Server Product Business to thePurchaser.  The books of account and other records of the Seller with respect tothe Dialog Server Product Business are accurate, up-to-date and complete, andhave been maintained in accordance with sound and prudent business practices.All of the records of the Seller with respect to the Dialog Server ProductBusiness are in the actual possession and direct control of the Seller or itsRepresentatives.

Financial Statements
.  The Seller has delivered or made available to the Purchaser thefollowing financial statements (collectively, the "FinancialStatements"): (a) the consolidated balance sheets of the Seller as ofDecember 31, 1998, December 31, 1999 and December 31, 2000, and the relatedconsolidated statements of operations and cash flows for the years then ended;and (b) the consolidated balance sheet of the Seller as of March 31, 2001 (the"Interim Balance Sheet"), and the related consolidated statements ofoperations and cash flows for the nine months then ended.  The FinancialStatements are accurate and complete in all respects, have been prepared inaccordance with GAAP (except, in the case of unaudited statements, as permittedby Form 10-Q) applied on a consistent basis throughout the periods covered(except as may be indicated in the notes thereto) and present fairly thefinancial position of the Seller as of the respective dates thereof and theresults of operations and cash flows of the Seller for the periods coveredthereby (subject, in the case of unaudited statements, to normal year-endadjustments). 

Absence Of Changes
.  Since March 31, 2001:there has not been any material adverse change in, and noevent has occurred that might have a material adverse effect on, the business,condition, assets, liabilities, operations, financial performance or net incomeof the Dialog Server Product Business; 

the Seller has not purchased or otherwise acquired anyAsset from any other Person, except for supplies acquired by the Seller in theOrdinary Course of Business; 

the Seller has not leased or licensed any Asset from anyother Person;

the Seller has not made any material capital expenditurewith respect to the Dialog Server Product Business; 

except as set forth in Part 2.4(e) of the DisclosureSchedule, the Seller has not sold or otherwise transferred, or leased orlicensed, any Asset to any other Person; 

the Seller has not written off as uncollectible, orestablished any extraordinary reserve with respect to, any account receivable orother indebtedness relating to the Dialog Server Product Business other than inthe Ordinary Course of Business;

the Seller has not made any loan or advance to any otherPerson in connection with the conduct of the Dialog Server ProductBusiness;

the Seller has not (i) established or adopted anyEmployee Benefit Plan, or (ii) paid any bonus or made any profit-sharing orsimilar payment to, or increased the amount of the wages, salary, commissions,fees, fringe benefits or other compensation or remuneration payable to, any ofits employees or independent contractors who are primarily employed inconnection with the Dialog Server Product Business;

no Seller Contract included in the Assets has beenamended or terminated;

with respect to the Dialog Server Product Business, theSeller has not incurred, assumed or otherwise become subject to any materialLiability, other than accounts payable (of the type required to be reflected ascurrent liabilities in the "liabilities" column of a balance sheetprepared in accordance with GAAP) incurred by the Seller in bona fidetransactions entered into in the Ordinary Course of Business; 

the Seller has not forgiven any debt or otherwisereleased or waived any right or claim in connection with the Dialog ServerProduct Business other than in the Ordinary Course of Business;

the Seller has not changed any of its methods ofaccounting or accounting practices in any respect;

in connection with the Dialog Server Product Business,the Seller has not entered into any transaction or taken any other actionoutside the Ordinary Course of Business; and

the Seller has not agreed, committed or offered (inwriting or otherwise) to take any action that is reasonably likely to make anyof the Seller's representations contained in this Section 2.4 untrue orincorrect.

Title To Assets
.Except as set forth in Part 2.5(a) of the Disclosure Schedule, the Seller owns,and has good and marketable title to, all of the Assets. Except as set forth inPart 2.5(b) of the Disclosure Schedule, all of said Assets are owned by theSeller free and clear of any Encumbrances. As of the Closing, the Seller shallconvey to the Purchaser, and the Purchaser shall acquire, good and marketabletitle to the Assets (except as set forth in Part 2.5(a) of the DisclosureSchedule), free and clear of any Encumbrances.  Part 2.5(c) of theDisclosure Schedule identifies all of the Assets that are being leased orlicensed to the Seller.  Except as set forth in Part 2.5(d) of the DisclosureSchedule and except for office space and office equipment (includingworkstations) used in the Ordinary Course of Business, the Assets willcollectively constitute, as of the Closing Date, all of the properties, rights,interests and other tangible and intangible assets necessary to enable thePurchaser to conduct the Dialog Server Product Business in the manner in whichsuch business has been conducted by Seller immediately prior toClosing.

[Reserved.]

[Reserved.]

Customers; Distributors
.  Part 2.8 of the Disclosure Schedule accurately identifies therevenues received from, each customer or other Person that (together with suchcustomer's or other Person's affiliates) accounted for (i) more than$25,000 of the gross revenues of the Dialog Server Product Business in 1998,1999 or 2000, or (ii) more than $25,000 of the gross revenues of the DialogServer Product Business in the first five months of 2001.  The Seller has notreceived any notice or other communication (in writing or otherwise) indicatingthat any customer or other Person identified or required to be identified inPart 2.8 of the Disclosure Schedule may cease dealing with the Dialog ServerProduct Business or may otherwise materially reduce the volume of businesstransacted by such Person with the Dialog Server Product Business belowhistorical levels, whether due to the consummation of this transaction orotherwise.  Neither the Seller nor any of its Representatives has received anynotice or other communication (in writing or otherwise), or has received anyother information, indicating that any distributor of any of the products of theDialog Server Product Business may cease acting as a distributor of suchproducts or otherwise dealing with the Dialog Server Product Business, whetherdue to the consummation of this transaction or otherwise.

[Reserved.]

Equipment, Etc
.  Part 2.10 of the Disclosure Schedule accurately identifiesall equipment, materials, prototypes, tools, supplies, vehicles, furniture,fixtures, improvements and other tangible assets owned by the Seller and usedprimarily in connection with the Dialog Server Product Business as conducted bySeller immediately prior to Closing.  Part 2.10 of the Disclosure Schedule alsoaccurately identifies all tangible assets leased to the Seller that primarilyrelate to the Dialog Server Product Business. Each asset identified or requiredto be identified in Part 2.10 of the Disclosure Schedule that is being purchasedby Purchaser:  (i) is structurally sound, free of defects and deficiencies andin good condition and repair (ordinary wear and tear excepted); (ii) complies inall respects with, and is being operated and otherwise used in full compliancewith, all applicable material Legal Requirements; and (iii) is adequate andappropriate for the uses to which it is being put.  The assets identified inPart 2.10 of the Disclosure Schedule are adequate for the conduct of the DialogServer Product Business by Seller immediately prior to Closing.  Notwithstandingthe foregoing, the representations in this Section 2.10 shall exclude officespace and office equipment (including workstations) used in the Ordinary Courseof Business.

[Reserved.]

Proprietary Assets
.Part 2.12(a)(i) of the Disclosure Schedule sets forth,with respect to each Proprietary Asset owned by Seller and registered with anyGovernmental Body or for which an application has been filed with anyGovernmental Body, the names of the jurisdictions covered by the applicableregistration or application.  Part 2.12(a)(ii) of the Disclosure Scheduleidentifies and provides a brief description of each Proprietary Asset owned bythe Seller that is material to the Dialog Server Product Business as conductedby the Seller immediately prior to Closing.  There are no ongoing royalty orpayment obligations that Seller knows could exceed $10,000 with respect to, eachProprietary Asset that is licensed or otherwise made available to the Seller byany Person and is material to Dialog Server Product Business as conducted by theSeller immediately prior to Closing (except for any Proprietary Asset that islicensed to the Seller under any third party software license generallyavailable to the public).  The Seller has good and valid title to all of theSeller Proprietary Assets identified or required to be identified in Parts2.12(a)(i) and 2.12(a)(ii) of the Disclosure Schedule, free and clear of allEncumbrances, except for any lien for current taxes not yet due and payable orother encumbrance identified herein.  Except as set forth in Part 2.12(a)(ii) ofthe Disclosure Schedule, the Seller has a valid right to use, license andotherwise exploit all Proprietary Assets identified in Part 2.12(a)(i) and (ii)of the Disclosure Schedule, subject in all cases to any use, license or otherrestriction contained in any license or other arrangement in which theProprietary Asset is made available to Seller.  The Seller has not developedjointly with any other Person any Seller Proprietary Asset with respect to whichsuch other Person has any rights. There is no Seller Contract (with theexception of end user license agreements) pursuant to which any Person has anyright (whether or not currently exercisable) to use, license or otherwiseexploit any Seller Proprietary Asset.

Except as set forth in Part 2.12(b) of the DisclosureSchedule, Seller has taken reasonable measures and precautions to protect andmaintain the confidentiality, secrecy and value of all Seller Proprietary Assets(except Seller Proprietary Assets whose value would be unimpaired bydisclosure).  Without limiting the generality of the foregoing, (i) each currentor former employee of the Seller who is or was involved in, or who hascontributed to, the creation or development of any material Seller ProprietaryAsset has executed and delivered to the Seller an agreement that issubstantially in the form of Confidential Information and Invention AssignmentAgreement previously delivered by the Seller to the Purchaser, and (ii) eachcurrent and former consultant and independent contractor to the Seller who is orwas involved in, or who has contributed to, the creation or development of anymaterial Seller Proprietary Asset has executed and delivered to the Seller anagreement that is substantially in the form of Consultant ConfidentialInformation and Invention Assignment Agreement previously delivered to thePurchaser.  No current or former employee, officer, director, stockholder,consultant or independent contractor has any right, claim or interest in or withrespect to any Seller Proprietary Asset.

Except as disclosed in Part 2.12(c) of the DisclosureSchedule, none of the Seller Proprietary Assets infringes, misappropriates,conflicts with or makes any unlawful or unauthorized use of any ProprietaryAsset owned or used by any other Person.  The Seller has never received anynotice or other communication (in writing or otherwise) of any actual, alleged,possible or potential infringement, misappropriation or unlawful or unauthorizeduse of, any Proprietary Asset owned or used by any other Person.  To theknowledge of the Seller, no other Person is infringing, misappropriating ormaking any unlawful or unauthorized use of, and no Proprietary Asset owned orused by any other Person infringes or conflicts with, any material SellerProprietary Asset.

Except as disclosed in Part 2.5(d) of the DisclosureSchedule, the Seller Proprietary Assets constitute all of the intellectualproperty necessary to enable the Purchaser to conduct the Dialog Server ProductBusiness in the manner that such business has been conducted by Sellerimmediately prior to Closing.  The Seller has not (i) licensed any of thematerial Seller Proprietary Assets to any Person on an exclusive basis, or (ii)entered into any covenant not to compete or Contract limiting or purporting tolimit the ability of the Seller to exploit fully any material Seller ProprietaryAssets or to transact business in any market or geographical area or with anyPerson.  

The Seller has not disclosed or delivered to any Person,or permitted the disclosure or delivery to any escrow agent or other Person, ofany Seller Source Code.  No event has occurred, and no circumstance or conditionexists, that (with or without notice or lapse of time) will, or could reasonablybe expected to, result in the disclosure or delivery to any Person of any SellerSource Code or the release from any escrow of any other Seller ProprietaryAsset.  There are no Contracts pursuant to which the Seller has deposited or isrequired to deposit with an escrowholder or any other Person of any SellerSource Code, and the execution of this Agreement and the consummation of any ofthe transactions contemplated hereby could not reasonably be expected to resultin the release or disclosure of any Seller Source Code or the release from anyescrow of any other Seller Proprietary Asset. 

Except with respect to demonstration or trial copies, tothe knowledge of the Seller, no product, system, program or software moduledesigned, developed, sold, licensed or otherwise made available by the Seller toany Person in the conduct of the Dialog Server Product Business contained, atthe time of delivery,  any "back door," "time bomb,""Trojan horse," "worm," "drop dead device,""virus" or other software routines or hardware components designed topermit unauthorized access or to disable or erase software, hardware or datawithout the consent of the user.

Contracts
.Part 2.13(a) of the Disclosure Schedule identifies eachSeller Contract, except for any Immaterial Contract.  The Seller has deliveredor made available to the Purchaser accurate and complete copies of all Contractsidentified in Part 2.13(a) of the Disclosure Schedule, including allamendments thereto, and, with respect to oral Contracts, an accurate andcomplete description of the terms thereof.  Each Seller Contract is valid and infull force and effect.  

Except as set forth in Part 2.13(b) of theDisclosure Schedule: (i) no Person has materially violated or breached, ordeclared or committed any material default under, any Seller Contract; (ii) noevent has occurred, and no circumstance or condition exists, that might (with orwithout notice or lapse of time) reasonably be expected to (A) result in amaterial violation or breach of any of the provisions of any Seller Contract,(B) give any Person the right to declare a default or exercise any remedyunder any Seller Contract, (C) give any Person the right to accelerate thematurity or performance of any Seller Contract, or (D) give any Person the rightto cancel, terminate or modify any Seller Contract; (iii) the Seller has notreceived any notice or other communication (in writing or otherwise) regardingany actual, alleged, possible or potential material violation or breach of, ordefault under, any Seller Contract; and (iv) the Seller has not waived anymaterial right under any Seller Contract.

The Seller has no reason to believe that any Personagainst which the Seller has or may acquire any rights under any Seller Contractis insolvent or is unable to satisfy all of such Person's current and futuremonetary obligations and other obligations and Liabilities thereunder.

The Seller has never guaranteed or otherwise agreed tocause, insure or become liable for, and the Seller has never pledged any of theAssets to secure, the performance or payment of any obligation or otherLiability of any other Person.

The performance of the Seller Contracts will not resultin any violation of or failure to comply with any Legal Requirement.

No Person is renegotiating, or has the contractual rightto renegotiate (other than the general right any party has to renegotiate andamend an existing contract), any amount paid or payable to the Seller under anySeller Contract or any other term or provision of any Seller Contract.

Except with respect to those Seller Contracts for whichthird party consents are required pursuant to Section 1.5(b)(viii), the Sellerhas no knowledge of any basis upon which any party to any Seller Contract mayobject to (i) the assignment to the Purchaser of any right under suchSeller Contract, or (ii) the delegation to or performance by the Purchaserof any obligation under such Seller Contract.

The Contracts identified in Part 2.13(a) of theDisclosure Schedule collectively constitute all of the Contracts, except forImmaterial Contracts, necessary to enable the Purchaser to conduct the DialogServices Product Business in the manner in which such business has beenconducted by Seller immediately prior to Closing.

Liabilities; Major Suppliers
.There are no suppliers or other Persons that (togetherwhich such Person's Affiliates) received (i) more than $10,000 in the aggregatefrom the Seller in 1998, 1999 or 2000, or (ii) more than $10,000 in theaggregate from the Seller in the first five months of 2001, primarily inconnection with the Dialog Server Product Business.  

The Seller has not, at any time, (i) made a generalassignment for the benefit of creditors, (ii) filed, or had filed againstit, any bankruptcy petition or similar filing, (iii) suffered theattachment or other judicial seizure of all or a substantial portion of itsassets, (iv) admitted in writing its inability to pay its debts as theybecome due or (vi) taken or been the subject of any action that may have amaterial adverse effect on its ability to comply with or perform any of itscovenants or obligations under any of the Transactional Agreements.

Compliance with Legal Requirements
. (a) The Seller is in material compliance with eachLegal Requirement that is applicable to the conduct of the Dialog Server ProductBusiness (as conducted by Seller immediately prior to Closing) or the ownershipor use of any of the Assets; (b) The Seller has at all times been in materialcompliance with each Legal Requirement that is applicable to the conduct of theDialog Server Product Business (as conducted by the Seller immediately prior toClosing) or the ownership or use of any of the Assets; (c) To the knowledge ofthe Seller, no event has occurred, and no condition or circumstance exists, thatmight (with or without notice or lapse of time) constitute or result directly orindirectly in a material violation by the Seller of, or a material failure onthe part of the Seller to comply with, any Legal Requirement; and (d) The Sellerhas not received, at any time, any notice or other communication (in writing orotherwise) from any Governmental Body or any other Person regarding (i) anyactual, alleged, possible or potential violation of, or failure to comply with,any Legal Requirement, or (ii) any actual, alleged, possible or potentialobligation on the part of the Seller to undertake, or to bear all or any portionof the cost of, any cleanup or any remedial, corrective or response action ofany nature. To the knowledge of Seller, no Governmental Body has proposed or isconsidering any Legal Requirement that, if adopted or otherwise put into effect,(i) may have an adverse effect on the business, condition, assets,liabilities, operations, financial performance, net income or prospects of theDialog Server Product Business or on the ability of the Seller to comply with orperform any covenant or obligation under any of the Transactional Agreements, or(ii) may have the effect of preventing, delaying, making illegal orotherwise interfering with any of the Transactions.**Governmental Authorizations
.  Part 2.16 of the Disclosure Schedule identifies each materialGovernmental Authorization that is held by the Seller or any employee of Sellerand relates primarily to the Dialog Server Product Business.  The Seller hasdelivered to the Purchaser accurate and complete copies of all of the materialGovernmental Authorizations identified in Part 2.16 of the DisclosureSchedule, including all renewals thereof and all amendments thereto.  Eachmaterial Governmental Authorization identified or required to be identified inPart 2.16 of the Disclosure Schedule is valid and in full force and effect.The Seller is and has at all times been in full compliance with all of the termsand requirements of each Governmental Authorization identified or required to beidentified in Part 2.16 of the Disclosure Schedule. No event has occurred,and no condition or circumstance exists, that might (with or without notice orlapse of time) (A) constitute or result directly or indirectly in amaterial violation of or a material failure to comply with any term orrequirement of any Governmental Authorization identified or required to beidentified in Part 2.16 of the Disclosure Schedule, or (B) resultdirectly or indirectly in the revocation, withdrawal, suspension, cancellation,termination or modification of any Governmental Authorization identified orrequired to be identified in Part 2.16 of the Disclosure Schedule.  TheSeller has never received any notice or other communication (in writing orotherwise) from any Governmental Body or any other Person regarding anyactual, proposed, possible or potential revocation, withdrawal, suspension,cancellation, termination or modification of any Governmental Authorization inconnection with the Dialog Server Product Business. All applications required tohave been filed for the renewal of the Governmental Authorizations required tobe identified in Part 2.16 of the Disclosure Schedule have been duly filedon a timely basis with the appropriate Governmental Bodies, and each othernotice or filing required to have been given or made with respect to suchGovernmental Authorizations has been duly given or made on a timely basis withthe appropriate Governmental Body.  The Governmental Authorizations identifiedin Part 2.16 of the Disclosure Schedule constitute all of the materialGovernmental Authorizations necessary (i) to enable the Seller to conductthe Dialog Server Product Business as conducted by Seller immediately prior toClosing, and (ii) to permit the Seller to own and use the Assets in themanner in which they have been owned and used immediately prior toClosing.

Tax Matters
.Each Tax required to have been paid, or claimed by anyGovernmental Body to be payable, by the Seller in connection with the DialogServer Product Business has been duly paid in full on a timely basis.  Any Taxrequired to have been withheld or collected by the Seller with respect to theDialog Server Product Business has been duly withheld and collected; and (to theextent required) each such Tax has been paid to the appropriate GovernmentalBody.

There are no ongoing examinations or audits of any TaxReturn of the Seller.

No claim or other Proceeding is pending or has beenthreatened against or with respect to the Seller in respect of any Tax withrespect to the Dialog Product Server Business.  There are no unsatisfiedLiabilities for such Taxes (including liabilities for interest, additions to taxand penalties thereon and related expenses) with respect to any notice ofdeficiency or similar document received by the Seller.  The Seller has notentered into or become bound by any agreement or consent pursuant toSection 341(f) of the Code.  

Employee And Labor Matters
.Part 2.18(a) of the Disclosure Schedule accuratelysets forth, with respect to each employee of the Seller (except for Kevin Shenand Johannes Schmidt) employed primarily in connection with the Dialog ServerProduct Business (including any employee who is on a leave of absence or onlayoff status) (except for Messrs. Shen and Schmidt, each a "DialogEmployee"): (i) the name and title of such employee; (ii) the aggregatedollar amounts of the compensation (including wages, salary, commissions,director's fees, fringe benefits, bonuses, profit-sharing payments and otherpayments or benefits of any type) received by such employee from the Seller withrespect to services performed in 1999 and with respect to services performed in2000; (iii) such employee's annualized compensation as of the date of thisAgreement; (iv) the number of hours of sick-time which such employee has accruedas of the date hereof and the aggregate dollar amount thereof; and (v) thenumber of hours of vacation time which such employee has accrued as of the datehereof and the aggregate dollar amount thereof. 

Except as set forth in Part 2.18(b) of the DisclosureSchedule, the Seller is not a party to or bound by, and has never been a partyto or bound by, any employment contract or any union contract, collectivebargaining agreement or similar Contract with respect to any DialogEmployee.

The employment of the Dialog Employees by Seller isterminable by the Seller at will and no employee is entitled to severance pay orother benefits following termination or resignation, except as otherwiseprovided by law. 

To the knowledge of the Seller: (i) no Dialog Employeeintends to terminate his employment, except to join the employ of Purchaser;(ii) no Dialog Employee has received an offer to join a business that may becompetitive with the business of the Seller, except in connection with thetransactions contemplated by this Agreement; and (iii) no Dialog Employee is aparty to or is bound by any confidentiality agreement, noncompetition agreementor other Contract (with any Person) that may have an adverse effect on (A) theperformance by such employee of any of his duties or responsibilities as anemployee of the Seller or as an employee of the Purchaser, or (B) the DialogServer Product Business as operated by the Seller or the Purchaser.

With respect to the Dialog Employees, the Seller has: (i)complied in all material respects with the employment eligibility verificationform requirements under the Immigration and Naturalization Act, as amended (the"INA"); (ii) complied with the paperwork provisions and anti-discrimination provisions of the INA; and (iii) obtained and maintained theemployee records and I-9 forms with respect to such Dialog Employees in properorder as required by law and will transfer such records relating to such DialogEmployees as are employed by Purchaser at the Closing.  Except as set forth onPart 2.18(e) of the Disclosure Schedule, the Seller does not employ any DialogEmployees who are not citizens of the United States and who are not authorizedto work in the United States.

Part 2.18(f) of the Disclosure Schedule sets forth thename of, and a general description of the services performed by, eachindependent contractor to whom the Seller has made any payment sinceDecember 31, 1999 in connection with the Dialog Server ProductBusiness.

Environmental Matters
.  To the knowledge of the Seller, the Seller is not liable orpotentially liable for any response cost or natural resource damages underSection 107(a) of CERCLA, or under any other so-called "superfund" or"superlien" law or similar Legal Requirement, at or with respect toany site at which the Dialog Server Product Business was or is conducted.  TheSeller has never received any notice or other communication (in writing orotherwise) from any Governmental Body or other Person regarding any actual,alleged, possible or potential Liability arising from or relating to thepresence, generation, manufacture, production, transportation, importation, use,treatment, refinement, processing, handling, storage, discharge, release,emission or disposal of any Hazardous Material. 
No material expenditures are or will be required byPurchaser in connection with the operation of the Dialog Server Product Businessas conducted by Seller immediately prior to Closing or proposed to be conductedby Seller, in order to comply with any Legal Requirement relating toenvironmental or safety requirements, and the consummation of the transactionscontemplated by this Agreement will not impose any obligations under applicablelaws relating to environmental or safety requirements for site investigation orcleanup, or notification to or consent of any Governmental Body or thirdparty.

**2.20**[Reserved].**Sale of Products
.Each product that has been sold in the conduct of the Dialog Server ProductBusiness to any Person: (i) conformed and complied in all material respects withthe terms and requirements of any applicable warranty or other Contract and withall applicable Legal Requirements; and (ii) was free of any material designdefects, construction defects or other material defects or deficiencies at thetime of sale to the extent warranted to any end-user.  Except as set forth inPart 2.21 of the Disclosure Schedule, no product manufactured or sold by theSeller in the conduct of the Dialog Server Product Business has been the subjectof any recall or other similar action; and, to the knowledge of Seller, no eventhas occurred, and no condition or circumstance exists, that might (with orwithout notice or lapse of time) directly or indirectly give rise to or serve asa basis for any such recall or other similar action relating to any suchproduct.

Performance Of Services
.  All services that have been performed on behalf of the Seller thatrelate to conduct of the Dialog Server Product Business were performed properlyand in full conformity with the material terms and requirements of allapplicable warranties and other Contracts and with all applicable LegalRequirements. There is no claim pending or, to the knowledge of Seller, beingthreatened against the Seller relating to any services performed by the Seller,and to the knowledge of the Seller there is no basis for the assertion of anysuch claim.

[Reserved.]

Related Party Transactions
. (a) No Related Party has any direct or indirect interest of anynature in any of the Assets; (b) No Related Party is, or has at any time sinceDecember 31, 2000 been indebted to Seller solely in connection with theDialog Server Products Business; (c) Since December 31, 2000, no Related Partyhas entered into, or has had any direct or indirect financial interest in, anySeller Contract, transaction or business dealing of any nature involving theSeller; (d) No Related Party is competing, or has at any time since December 31,2000 competed, directly or indirectly, with the Dialog Server Products Business;(e) No Related Party has any claim or right against the Seller or the Assets;and (f) No event has occurred, and no condition or circumstance exists, thatmight (with or without notice or lapse of time) directly or indirectly give riseto or serve as a basis for any claim or right in favor of any Related Partyagainst the Seller or the Assets.

Foreign Corrupt Practices
.  In connection with the conduct of the Dialog Server ProductsBusiness, the Seller has not, and, to the knowledge of the Seller, no officer,employee, agent or other Person authorized to act on behalf of the Seller has,at any time, directly or indirectly: (a) used any corporate funds (i) tomake any unlawful political contribution or gift or for any other unlawfulpurpose relating to any political activity, (ii) to make any unlawfulpayment to any governmental official or employee, or (iii) to establish ormaintain any unlawful or unrecorded fund or account of any nature; (b) made anyfalse or fictitious entry, or failed to make any entry that should have beenmade, in any of the books of account or other records of the Seller; (c) madeany payoff, influence payment, bribe, rebate, kickback or unlawful payment toany Person; (d) performed any favor or given any gift which was not deductiblefor federal income tax purposes; (e) made any payment (whether or not lawful) toany Person, or provided (whether lawfully or unlawfully) any favor or anythingof value (whether in the form of property or services, or in any other form) toany Person, for the purpose of obtaining or paying for (i) favorabletreatment in securing business, or (ii) any other special concession; or(f) agreed, committed or offered (in writing or otherwise) to take any of theactions described in clauses "(a)" through "(e)" above.

Proceedings; Orders
. There is no pending Proceeding, and no Person has, to the knowledgeof Seller, threatened to commence any Proceeding against Seller: (i) thatinvolves, relates to or might  affect the Dialog Server Products Business or anyof the Assets; or (ii) that challenges, or that may have the effect ofpreventing, delaying, making illegal or otherwise interfering with, any of theTransactions.  To the knowledge of Seller, no event has occurred, and no claim,dispute or other condition or circumstance exists, that might reasonably beexpected to give rise to or serve as a basis for the commencement of any suchProceeding. No Proceeding has ever been commenced by or against the Seller inconnection with the Dialog Server Products Business. There is no Order to whichthe Dialog Server Product Business or any Assets owned or leased by the Seller,is subject; and no Related Party is subject to any Order that relates to theDialog Server Product Business or to any of the Assets.   To the knowledge ofSeller, no employee of the Seller is subject to any Order that may prohibit theemployee from engaging in or continuing any conduct, activity or practicerelating to the Dialog Server Products Business.  There is no proposed Ordernaming Seller that, if issued or otherwise put into effect, (i) may have amaterial adverse effect on the business, condition, assets, liabilities,operations, financial performance or net income of the Dialog Server ProductsBusiness or on the ability of the Seller to materially comply with or performany covenant or obligation under any of the Transactional Agreements, or(ii) may have the effect of preventing, delaying, making illegal orotherwise interfering with any of the Transactions.

Authority; Binding Nature Of Agreements
.  The Seller has the requisite power and authority toenter into and to perform its obligations under each of the TransactionalAgreements.  The execution, delivery and performance by the Seller of theTransactional Agreements have been duly authorized by all necessary action onthe part of the Seller and its Stockholders, board of directors and officers.Upon the execution of each of the Transactional Agreements at the Closing, eachof the Transactional Agreements to which the Seller is a party will constitutethe legal, valid and binding obligation of the Seller and will be enforceableagainst the Seller in accordance with its terms.

Non-Contravention; Consents
.  Neither the execution and delivery of any of the TransactionalAgreements, nor the consummation or performance of any of the Transactions, willdirectly or indirectly (with or without notice or lapse of time):contravene, conflict with or result in a violation of, orgive any Governmental Body or other Person the right to challenge any of theTransactions or to exercise any remedy or obtain any relief under, any LegalRequirement or any Order to which the Seller, or any of the Assets, issubject;

cause the Purchaser or any affiliate of the Purchaser tobecome subject to, or to become liable for the payment of, any Tax;

cause any of the Assets to be reassessed or revalued byany taxing authority or other Governmental Body;

contravene, conflict with or result in a violation of anyof the terms or requirements of, or give any Governmental Body the right torevoke, withdraw, suspend, cancel, terminate or modify, any GovernmentalAuthorization that is to be included in the Assets, or is held by the Seller orany employee of the Seller in connection with the conduct of Dialog ServerProduct Business as conducted by the Seller immediately prior to Closing;

contravene, conflict with or result in a violation orbreach of, or result in a default under, any provision of any Seller Contract;

give any Person the right to (i) declare a defaultor exercise any remedy under any Seller Contract, (ii) accelerate thematurity or performance of any Seller Contract, or (iii) cancel, terminateor modify any Seller Contract; or

result in the imposition or creation of any Encumbranceupon or with respect to any of the Assets.

The Seller was not, is not nor will be required to make anyfiling with or give any notice to, or to obtain any Consent from, any Person(except the board of directors of the Seller) in connection with the executionand delivery of any of the Transactional Agreements or the consummation orperformance of any of the Transactions.

Brokers
.  Exceptas set forth in Part 2.29 of the Disclosure Schedule, the Seller has not agreedor become obligated to pay, or has taken any action that might result in anyPerson claiming to be entitled to receive, any brokerage commission, finder'sfee or similar commission or fee in connection with any of theTransactions.

Investment Representations
  In connection with the issuance of the Purchaser's common stockhereunder (the "Shares"), as contemplated by Sections 1.2 (a)(ii) and1.2 (a)(iii), the Seller hereby represents and warrants as follows:The Seller is an "accredited investor" asdefined in Rule 501(a) under the Securities Act of 1933, as amended (the"Securities Act").  Seller is aware of the Company's business affairsand financial condition and has had access to and has acquired sufficientinformation about the Company to reach an informed and knowledgeable decision toacquire the Shares. Seller has such business and financial experience as isrequired to give it the capacity to protect its own interests in connection withthe purchase of the Shares.

Seller understands that its acquisition of the Shares hasnot been registered under the Securities Act or registered or qualified underany state securities law in reliance on specific exemptions therefrom, whichexemptions may depend upon, among other things, the bona fide nature of Seller'sinvestment intent as expressed herein.  

The Seller further acknowledges and understands that theShares may not be resold or otherwise transferred except in a transactionregistered under the Securities Act or an exemption from such registration isavailable.  Purchaser understands that any certificates evidencing the Shareswill be imprinted with a legend that prohibits the transfer of the Shares unless(i) they are registered or such registration is not required, and (ii) if thetransfer is pursuant to an exemption from registration other than Rule 144 underthe Securities Act and, if the Purchaser shall so reasonably request in writing,an opinion of counsel reasonably satisfactory to the Purchaser is obtained tothe effect that the transaction is so exempt and in compliance with applicablestate law.

Full Disclosure
.None of the Transactional Agreements contains or will contain any untruestatement of fact relating to Seller; and none of the Transactional Agreementsomits or will omit to state any fact necessary to make any of therepresentations, warranties or other statements or information of Sellercontained therein not misleading.  All of the information set forth in theDisclosure Schedule (except with respect to Part 3.5(a) thereof) is accurate andcomplete in all material respects.

Representations and Warranties of thePurchaser
.
The Purchaser represents and warrants, to and for the benefitof the Seller, as follows (provided, however, that that any representation orwarranty as to the enforceability of an agreement shall be deemed to bequalified to the extent such enforceability is subject to (i) laws of generalapplication relating to bankruptcy, insolvency, moratorium and the relief ofdebtors, and (ii) the availability of specific performance, injunctive reliefand other equitable remedies):

Authority; Binding Nature Of Agreements
.  The Purchaser has the requisite power andauthority to enter into and to perform its obligations under each of theTransactional Agreements.  The execution, delivery and performance by thePurchaser of the Transactional Agreements have been duly authorized by allnecessary action on the part of the Purchaser and its stockholders, board ofdirectors and officers.  Upon the execution of each of the TransactionalAgreements at the Closing, each of the Transactional Agreements to which thePurchaser is a party will constitute the legal, valid and binding obligation ofthe Purchaser and will be enforceable against the Purchaser in accordance withits terms.

Brokers
.  ThePurchaser has not become obligated to pay, and has not taken any action thatmight result in any Person claiming to be entitled to receive, any brokeragecommission, finder's fee or similar commission or fee in connection with any ofthe Transactions.

Valid Issuance
.The Shares to be issued in the Transaction will, when issued in accordance withthe provisions of this Agreement, be validly issued, fully paid andnonassessable. Assuming the accuracy of the representations and warranties ofthe Seller set forth in Section 2.30, the issuance of the Shares in theTransaction will be made in accordance with all applicable securitieslaws.

Due Organization.  
The Purchaser is a corporation duly organized, validly existing and ingood standing under the laws of the State of Delaware.  The Purchaser is dulyqualified and in good standing in all jurisdictions in which it is required tobe so qualified in order to conduct its business as presentlyconducted.

SEC Filings of the Purchaser.
The Purchaser has made available to the Seller accurateand complete copies of each form, report, schedule, registration statement andother document filed by the Purchaser with the SEC between December 6, 1999 andthe date of this Agreement (the "Purchaser SEC Documents").  ThePurchaser has timely filed with the SEC all Purchaser SEC Documents.  ThePurchaser SEC Documents complied in all material respects with the requirementsof the 1933 Act and the 1934 Act applicable to such Purchaser SEC Documents asthe case may be at the time they were filed (or, if any such Purchaser SECDocument was amended or superseded by a filing prior to the date of thisAgreement, then on the date of such filing). Except as set forth in Part 3.5(a)of the Disclosure Schedule, the Purchaser has timely filed all forms, reportsand documents required to be filed with the National Association of SecuritiesDealers, Inc.

The consolidated financial statements of the Purchaserincluded in the Purchaser SEC Documents complied in all material respects at thetime of filing with the published rules and regulations of the SEC with respectthereto, have been prepared in accordance with GAAP (except, in the case ofunaudited statements, as permitted by Form 10-Q) applied on a consistent basisthroughout the periods involved (except as may be indicated in the notesthereto) and fairly presented the consolidated financial position of thePurchaser and its consolidated subsidiaries as of the dates thereof and theconsolidated results of their operations and cash flows for the periods thenended (subject, in the case of unaudited statements, to normal year-endadjustments).

Compliance with Legal Requirements.
 (a) The Purchaser is in material compliance with eachLegal Requirement that is applicable to the conduct of its business as conductedimmediately prior to Closing; (b) The Purchaser has at all times been inmaterial compliance with each Legal Requirement that is applicable to theconduct of its business as conducted immediately prior to Closing; (c) No eventhas occurred, and no condition or circumstance exists, that might (with orwithout notice or lapse of time) constitute or result directly or indirectly ina material violation by the Purchaser of, or a material failure on the part ofthe Purchaser to comply with, any Legal Requirement; and (d) The Purchaser hasnot received, at any time, any notice or other communication (in writing orotherwise) from any Governmental Body or any other Person regarding (i) anyactual, alleged, possible or potential violation of, or failure to comply with,any Legal Requirement, or (ii) any actual, alleged, possible or potentialobligation on the part of the Purchaser to undertake, or to bear all or anyportion of the cost of, any cleanup or any remedial, corrective or responseaction of any nature. To the knowledge of Purchaser, no Governmental Body hasproposed or is considering any Legal Requirement that, if adopted or otherwiseput into effect, (i) may have an adverse effect on the business of thePurchaser as conducted immediately prior to Closing or on the ability of thePurchaser to comply with or perform any covenant or obligation under any of theTransactional Agreements, or (ii) may have the effect of preventing,delaying, making illegal or otherwise interfering with any of theTransactions.

Proceedings; Orders
. There is no pending Proceeding, and no Person has, to the knowledgeof Purchaser, threatened to commence any Proceeding against Purchaser thatchallenges, or that may have the effect of preventing, delaying, making illegalor otherwise interfering with, any of the Transactions.  No event has occurred,and no claim, dispute or other condition or circumstance exists, that mightdirectly or indirectly give rise to or serve as a basis for the commencement ofany such Proceeding. There is no proposed Order naming the Purchaser that, ifissued or otherwise put into effect, (i) may have a material adverse effecton the business of the Purchaser as conducted immediately prior to Closing or onthe ability of the Seller to materially comply with or perform any covenant orobligation under any of the Transactional Agreements, or (ii) may have theeffect of preventing, delaying, making illegal or otherwise interfering with anyof the Transactions.

Non-Contravention; Consents
.  Neither the execution and delivery of any of the TransactionalAgreements, nor the consummation or performance of any of the Transactions, willdirectly or indirectly (with or without notice or lapse of time) contravene,conflict with or result in a violation of, or give any Governmental Body orother Person the right to challenge any of the Transactions or to exercise anyremedy or obtain any relief under, any Legal Requirement or any Order to whichthe Purchaser is subject.  The Purchaser was not, is not nor will be required tomake any filing with or give any notice to, or to obtain any Consent from, anyPerson in connection with the execution and delivery of any of the TransactionalAgreements or the consummation or performance of any of the Transactions.

Full Disclosure
.None of the Transactional Agreements contains or will contain any untruestatement of fact relating to Purchaser; and none of the TransactionalAgreements omits or will omit to state any fact necessary to make any of therepresentations, warranties or other statements or information of Purchasercontained therein not misleading. All of the information set forth in Part3.5(a) of the  Disclosure Schedule is accurate and complete in all materialrespects.

Indemnification, Etc
.
Survival Of Representations And Covenants
.The representations, warranties, covenants andobligations of each party to this Agreement shall survive the Closing and thesale of the Assets to the Purchaser.  Subject to Section 4.1(c) hereto, all ofsaid representations, warranties, covenants and obligations shall remain in fullforce and effect and shall survive until the first anniversary of the ClosingDate; provided further that (i) the representation set forth in Section 2.12(c)shall survive until the date that is 270 days from and after the Closing Date(including the Closing Date), and (ii) the covenants contained in Sections 1.3,5.1, 5.2, 5.3, 6.2 and 6.3 shall survive until the third anniversary of theClosing Date.  Subject to Section 4.1(c), no Purchaser Indemnitee shall make anyclaim hereunder, including pursuant to Sections 2.5 and 2.12(b) hereof, againstthe Seller with respect to the subject matter of Section 2.12(c) after the datethat is 270 days from and after the Closing Date (including the ClosingDate).

The representations, warranties, covenants andobligations of the Indemnifying Party, and the rights and remedies that may beexercised by the Indemnitees, shall not be limited or otherwise affected by oras a result of any information furnished to, or any investigation made by or anyknowledge of, any of the Indemnitees or any of their Representatives.

If a Claim Notice (as defined below) relating to anyrepresentation, warranty, covenant or obligation is given to the IndemnifyingParty on or prior to the first anniversary of the Closing Date (or, in the caseof Section 2.12(c) only, the date that is 270 days from and after the ClosingDate (including the Closing Date)), then, notwithstanding anything to thecontrary contained in this Section 4.1(c), such representation or warranty shallnot so expire, but rather shall remain in full force and effect (solely withrespect to the claim specified in the Claim Notice) until such time as each andevery claim (including any indemnification claim asserted by any Indemniteeunder Section 4.2) as specified in such Claim Notice that is based directly orindirectly upon, or that relates directly or indirectly to, any Breach oralleged Breach of such representation or warranty has been DefinitivelyResolved.

For purposes of this Agreement, a "ClaimNotice" relating to a particular representation or warranty shall be deemedto have been given if any Indemnitee, acting in good faith, delivers to theIndemnifying Party a written notice stating that such Indemnitee believes thatthere is or has been a Breach of such representation or warranty and containing(i) a brief description of the circumstances supporting such Indemnitee'sbelief that there is or has been such a Breach, and (ii) a non-binding,preliminary estimate of the aggregate dollar amount of the actual and potentialDamages that have arisen and may arise as a direct or indirect result of suchBreach.

For purposes of this Agreement, each statement or otheritem of information set forth in the Disclosure Schedule or in any update to theDisclosure Schedule shall be deemed to be a representation and warranty made bythe applicable party in this Agreement.

Indemnification by the Seller
.  Subject to the provisions of Section 4.1 and 4.5, the Sellershall hold harmless and indemnify each of the Purchaser Indemnitees from andagainst, and shall compensate and reimburse each of the Purchaser Indemniteesfor, any Damages that are directly or indirectly suffered or incurred by any ofthe Purchaser Indemnitees or to which any of the Purchaser Indemnitees mayotherwise become subject at any time (regardless of whether or not such Damagesrelate to any third-party claim) and that arise directly or indirectly from oras a direct or indirect result of, or are directly or indirectly connectedwith:any Breach of any of the representations or warrantiesmade by the Seller in this Agreement or any of the other TransactionalAgreements;

any Breach by the Seller of any representation, warranty,statement, information or provision made by the Seller contained in theDisclosure Schedule or in any other document delivered or otherwise madeavailable to the Purchaser or any of its Representatives and attachedhereto;

any Breach of any covenant or obligation of the Sellercontained in any of the Transactional Agreements;

any Liability of the Seller or of any Related Party(including any failure to comply with any bulk transfer laws or similar LegalRequirements in connection with any of the Transactions) other than (i) theAssumed Liabilities and (ii) any Liability arising out of any Breach included inclause "(a)", "(b)" or "(c)" above;
or

any Proceeding relating directly or indirectly to anyBreach, alleged Breach, Liability or matter of the type referred to in clause"(a)," "(b)," "(c)," or "(d)," above(including any Proceeding commenced by any Indemnitee for the purpose ofenforcing any of its rights under this Section 4).

Indemnification By Purchaser
.  Subject to the provisions of Section 4.1 and 4.5, the Purchasershall hold harmless and indemnify the Seller Indemnitees from and against, andshall compensate and reimburse the Seller Indemnitees for, any Damages that aredirectly or indirectly suffered or incurred by the Seller Indemnitees or towhich the Seller Indemnitees may otherwise become subject at any time(regardless of whether or not such Damages relate to any third-party claim) andthat arise directly or indirectly from or as a direct or indirect result of, orare directly or indirectly connected with:any failure on the part of the Purchaser to perform anddischarge the Assumed Liabilities on a timely basis;

any Breach of any representation or warranty made by thePurchaser in this Agreement; 

any Breach by the Purchaser of any representation,warranty, statement, information or provision made by the Purchaser in theDisclosure Schedule or in any other document delivered or otherwise madeavailable to the Purchaser or any of its Representatives and attachedhereto;

any Breach of any covenant or obligation of the Sellercontained in any of the Transactional Agreements; or

any Proceeding relating directly or indirectly to anyfailure or Breach of the type referred to in clause "(a)","(b)", "(c)" or "(d)" above (including anyProceeding commenced by the Seller for the purpose of enforcing its rights underthis Section 4.3).

Setoff
.  Inaddition to any rights of setoff or other rights that the Indemnifying Party orany of the other Indemnitees may have at common law or otherwise, theIndemnifying Party shall have the right to withhold and deduct any sum that maybe owed to any Indemnitee under this Section 4 from any amount otherwisepayable by any Indemnitee to the Indemnifying Party.  The withholding anddeduction of any such sum shall operate for all purposes as a complete discharge(to the extent of such sum) of the obligation to pay the amount from which suchsum was withheld and deducted.  The amount which any Indemnifying Party may berequired to pay to or on behalf of an Indemnitee pursuant to this Section 4shall be reduced by (i) any amounts received by such Indemnitee from aninsurance carrier or paid and resolved by an insurance carrier on behalf of suchIndemnitee (in a matter which shall result in no further liability to theIndemnitee), in either case net of any applicable premium adjustment,retrospectively rated premium, deductible, cost or reserve paid or held by orfor the benefit of the Indemnitee or (iii) any tax deductions claimed by theIndemnitee in respect of Damages, such tax benefit calculated at theIndemnitee's incremental effective tax rate. 

Exclusivity Of Indemnification Remedies;Limitations
.  Notwithstanding anything to the contrary herein, (i)except in the case of fraud and willful misrepresentation and willful misconductand subject to Section 6.10, the indemnification remedies and other remediesprovided in this Section 4 shall be the exclusive remedy that the SellerIndemnitees and the Purchaser Indemnitees, respectively, may be entitled toexercise for any and all claims described in this Section 4; (ii) with respectto the Purchaser Indemnitees, the indemnification obligations hereunder shallnot be the exclusive remedy, and the monetary limitations set forth in Section4.5(b)(i) shall not apply, as to claims under Sections 4.2(d) and 4.2(e) (asrelates to Section 4.2(d)); and (iii) with respect to Seller Indemnitees, theindemnification obligations hereunder shall not be the exclusive remedy, and themonetary limitations set forth in Section 4.5(b)(ii) shall not apply,  as toclaims under Sections 4.3(a) and 4.3(e) (as relates to Section 4.3(a)).

(i) The sole recourse of the Purchaser Indemniteesagainst the Seller under this Agreement shall be to the Escrow Fund inaccordance with the terms of the Escrow Agreement, except as explicitly setforth in Section 4.5(a); and 

in no event shall the maximum aggregate liability of thePurchaser with respect to its indemnification obligations hereto exceed theaggregate amount of Five Million Four Hundred Thousand Dollars ($5,400,000),except as explicitly set forth in Section 4.5(a).

- An Indemnifying Party shall have an obligation to pay a DefinitivelyResolved indemnity claim only if and to the extent the accumulated amount of allsuch claims against the Indemnifying Party shall exceed the IndemnificationThreshold, at which time such Indemnifying Party shall thereafter be liable on adollar-for-dollar basis for the full amount of all such claims and shallreimburse the applicable Indemnitee for an amount equal to the IndemnificationThreshold.   Notwithstanding the foregoing, Definitively Resolved claimspursuant to Sections 4.2(a) (with respect to 2.30 only), 4.2 (c) (with respectto Sections 1.3, 5.1,. 5.2, 5.3, 6.1, 6.2 and 6.3 only), 4.2(d) and 4.2(e) (asrelates to the foregoing) and 4.3(a), 4.3(b) (with respect to Section 3.3 only),4.3(d) (with respect to Sections 5.1, 5.2, 5.3, 6.1, 6.2 and 6.3 only) and4.3(e) (as relates to the foregoing) shall not be subject to the IndemnificationThreshold, shall be payable on a dollar-for-dollar basis and shall be appliedagainst the Indemnification Threshold.

Defense Of Third Party Claims
.  In the event of the assertion or commencement by any Person of anyclaim or Proceeding (whether against the Purchaser or Seller, against anyIndemnitee or against any other Person) with respect to which the IndemnifyingParty may become obligated to indemnify, hold harmless, compensate or reimburseany Indemnitee pursuant to this Section 4, the Indemnitee shall have theright, at its election, to designate the Indemnifying Party to assume thedefense of such claim or Proceeding at the sole expense of the IndemnifyingParty.  If the Indemnitee so elects to designate the Indemnifying Party toassume the defense of any such claim or Proceeding:the Indemnifying Party shall proceed to defend such claimor Proceeding in a diligent manner with counsel satisfactory to theIndemnitee;

the Indemnitee shall make available to the IndemnifyingParty any non-privileged documents and materials in the possession of theIndemnitee that may be necessary to the defense of such claim orProceeding;

the Indemnifying Party shall keep the Indemnitee informedof all material developments and events relating to such claim orProceeding;

the Indemnitee shall have the right to participate in thedefense of such claim or Proceeding;

the Indemnifying Party shall not settle, adjust orcompromise such claim or Proceeding without the prior written consent of theIndemnitee; and

the Indemnitee may at any time (notwithstanding the priordesignation of the Indemnifying Party to assume the defense of such claim orProceeding) assume the defense of such claim or Proceeding.

If the Indemnifying Party does not elect to designate theIndemnitee to assume the defense of any such claim or Proceeding (or if, afterinitially designating the Indemnifying Party to assume such defense, theIndemnitee elects to assume such defense), the Indemnitee may proceed with thedefense of such claim or Proceeding on its own.  If the Indemnitee so proceedswith the defense of any such claim or Proceeding on its own:

all expenses relating to the defense of such claim orProceeding (whether or not incurred by the Indemnitee) shall be borne and paidexclusively by the Indemnifying Party;

the Indemnifying Party shall make available to theIndemnitee any documents and materials in the possession or control of theIndemnifying Party that may be necessary to the defense of such claim orProceeding;

the Indemnitee shall keep the Indemnifying Party informedof all material developments and events relating to such claim or Proceeding;and

the Indemnitee shall have the right to settle, adjust orcompromise such claim or Proceeding with the consent of the Indemnifying Party;
provided, however
, that the Indemnifying Party shall not unreasonablywithhold such consent.

Exercise Of Remedies By Indemnitees Other Than Purchaser orSeller
.  No Purchaser Indemnitee orSeller Indemnitee (other than the Purchaser or Seller, as applicable, or anysuccessor thereto or assign thereof) shall be permitted to assert anyindemnification claim or exercise any other remedy under this Agreement unlessthe Purchaser or Seller (or any successor thereto or assign thereof,respectively) shall have consented to the assertion of such indemnificationclaim or the exercise of such other remedy.

Treatment of Indemnity Payments. 
 Any indemnity payments made pursuant to this Article4 shall, to the extent permitted by applicable law, be treated as an adjustmentto the Purchase Price.

Certain Post-Closing Covenants
.
Further Actions
.From and after the Closing Date, the Seller shallcooperate with the Purchaser and the Purchaser's affiliates and Representatives,and shall execute and deliver such documents and take such other actions as thePurchaser may reasonably request, for the purpose of evidencing the Transactionsand putting the Purchaser in possession and control of all of the Assets.Without limiting the generality of the foregoing, from and after the ClosingDate, the Seller shall promptly remit to the Purchaser any funds that arereceived by the Seller and that are included in, or that represent payment ofreceivables included in, the Assets.  The Seller hereby irrevocably nominates,constitutes and appoints the Purchaser as the true and lawful attorney-in-factof the Seller (with full power of substitution) effective as of the ClosingDate, and hereby authorizes the Purchaser, in the name of and on behalf of theSeller, to execute, deliver, acknowledge, certify, file and record any document,to institute and prosecute any Proceeding and to take any other action (on or atany time after the Closing Date) that the Purchaser may reasonably deemappropriate for the purpose of (i) collecting, asserting, enforcing orperfecting any claim, right or interest of any kind that is included in orrelates to any of the Assets, or (ii) defending or compromising any claimor Proceeding relating to any of the Assets (excluding any claim or Proceedingrelating to the rights of the Seller under this Agreement or any other agreementbetween the Seller and the Purchaser).  The power of attorney referred to in thepreceding sentence is and shall be coupled with an interest and shall beirrevocable, and shall survive the dissolution or insolvency of theSeller.

Seller shall use commercially reasonable efforts toobtain, as promptly as practicable, all necessary third party consents to theassignment of the support agreements set forth in Part 1.2(b) of the DisclosureSchedule.

Purchaser shall use commercially reasonable efforts tofacilitate Seller's sale of the Shares, including making all necessary filingswith the Nasdaq National Market in a timely fashion.

Publicity
.Unless after consultation with outside legal counsel it has been reasonablydetermined it is required to do otherwise in order to comply with applicableLegal Requirements or the rules and regulations of the Nasdaq National Market,each party hereto shall ensure that, on and at all times after the Closing Date:(a) no press release or other publicity concerning any of the Transactions isissued or otherwise disseminated by or on behalf of such party or itsRepresentatives or affiliates in connection with the matters contemplated by theTransactional Documents without the other party's prior written consent; (b)each party shall continue to keep the terms of this Agreement and the otherTransactional Agreements strictly confidential; and (c) such party, itsRepresentatives and affiliates,  keeps strictly confidential, and each suchPerson does not use or disclose to any other Person, any non-public document orother information that relates directly or indirectly to the business of theSeller, the Purchaser or any affiliate of the Purchaser or Seller.

Restrictive Covenants. 

Each of theSeller and the Purchaser (as applicable) agrees that, during the NoncompetitionPeriod, such party shall not, and such party shall use commercially reasonableefforts to prevent its Affiliates from:

engaging directly in Competition in any RestrictedTerritory; or

directly or indirectly being or becoming a stockholder,owner, co-owner, Affiliate, joint venturer, partner, agent, representative,designer, consultant, advisor, manager, of, for or to, or acquiring or holding(of record, beneficially or otherwise) any direct or indirect interest in, anyPerson that engages directly or through it Affiliates in Competition in anyRestricted Territory; 

*provided, however, that each party may, withoutviolating this Section 5.3, own, as a passive investment, shares of capitalstock of a publicly-held corporation that engages in Competition if (i) suchshares are actively traded on an established national securities market in theUnited States, (ii) the number of shares of such corporation's capital stockthat are owned beneficially (directly or indirectly) by the Seller or thePurchaser, respectively, and the number of shares of such corporation's capitalstock that are owned beneficially (directly or indirectly) by the Seller'sAffiliates (or, as applicable, Purchaser's Affiliates) collectively representless than one percent of the total number of shares of such corporation'scapital stock outstanding, and (iii) neither the Seller (or the Purchaser, asapplicable) nor any Affiliate of the Seller (or Purchaser, as applicable) isotherwise associated directly or indirectly with such corporation or with anyAffiliate of such corporation.  Notwithstanding anything to the contrary herein,the Seller and Purchaser acknowledge and agree that the Purchaser has enteredinto consulting agreements with Messrs. Schmidt and Shen (as set forth inSection 1.5(b)(vi) hereof) that include noncompetition provisions applicable tothem; provided, further that the parties hereto agree that any breach of suchnoncompetition provisions by Messrs. Schmidt and Shen, respectively, shall notconstitute a breach by Seller of this Section 5.3(a).

Each of the Seller and Purchaser (as applicable) agreesthat, during the Noncompetition Period, such party shall not, and shall usecommercially reasonable efforts to prevent its Affiliates from directly orindirectly, personally or through others, encouraging, inducing, attempting toinduce, soliciting or attempting to solicit (on such party's own behalf or onbehalf of any other Person) any Specified Employee or any other employee toleave his or her employment with the Purchaser or any of the Purchaser'sAffiliates.  (For purposes of this Section 5.3,  with respect to Seller,"Specified Employee" shall mean any individual who (i) is or wasemployed directly in connection with the Dialog Server Product Business on thedate of this Agreement or during the 180-day period ending on the date of thisAgreement and (ii) remains or becomes an employee of the Purchaser or any of thePurchaser's subsidiaries on the date of this Agreement or at any time during theNoncompetition Period.  For purposes of this Section 5.3, with respect toPurchaser, "Specified Employee" shall mean any individual who (i) isor was employed directly in connection with the Paper Product Business of theSeller on the date of this Agreement or during the 180-day period ending on thedate of this Agreement and (ii) remains or becomes an employee of the Seller orany of the Seller's subsidiaries (or such of Seller's successors and assigns,but only to the extent directly in connection with the Paper Products Businessof Seller as conducted immediately prior to  the date of this Agreement or atany time during the Noncompetition Period.)

The Seller agrees that it shall hold all ConfidentialInformation in strict confidence and shall not at any time (whether during orafter the Noncompetition Period): (i) reveal, report, publish, disclose ortransfer any Confidential Information to any Person (other than the Purchaser);(ii) use any Confidential Information for any purpose; or (iii) useany Confidential Information for the benefit of any Person (other than thePurchaser).

Each party, for itself and on behalf of its Affiliates,acknowledges that the business of the other party is conducted throughout theRestricted Territory; that customers of the business of the other party arelocated throughout the Restricted Territory; and that accordingly, anygeographical limitation on the scope of the restrictive covenant set forth inSection 5.3(a) would be meaningless and that by reason thereof, each party, foritself and on behalf of its Affiliates, acknowledges that the scope of theforegoing restrictive covenant is reasonable and necessary in order to protectthe interests of the party sought to be protected hereby.  The parties heretoacknowledge and agree that the covenants set forth in Sections 5.3(a) - (c) arebeing entered into by the each party in order to induce the other party to enterinto this Agreement and to consummate the transactions contemplated hereby, andin consideration of the amounts to be paid to the Seller hereunder.  The partiesfurther acknowledge and agree that no portion of the Purchase Price to be paidto Seller hereunder has been allocated to the covenant set forth in Section5.3(a) and that no separate consideration or value of such covenant hasotherwise been agreed upon by the parties.

**Miscellaneous Provisions
. 
Further Assurances
.  Each party hereto shall execute and/or cause to be delivered toeach other party hereto such instruments and other documents, and shall takesuch other actions, as such other party may reasonably request (prior to, at orafter the Closing) for the purpose of carrying out or evidencing any of theTransactions. 

Fees and Expenses
.  The Seller shall bear and pay all fees, costs andexpenses (including all legal fees and expenses payable to Gunderson DettmerStough Villeneuve Franklin & Hachigian, LLP and all advisory, brokers' orfinders' fees payable to Pacific Crest Securities) that have been incurred orthat are in the future incurred by, on behalf of or for the benefit of theSeller in connection with: (i) the negotiation, preparation and review of anyletter of intent or similar document relating to any of the Transactions; (ii)the investigation and review conducted by the Purchaser and its Representativeswith respect to the business of the Seller (and the furnishing of information tothe Purchaser and its Representatives in connection with such investigation andreview); (iii) the negotiation, preparation and review of this Agreement(including the Disclosure Schedule), the other Transactional Agreements and allbills of sale, assignments, certificates, opinions and other instruments anddocuments delivered or to be delivered in connection with the Transactions; (iv)the preparation and submission of any filing or notice required to be made orgiven in connection with any of the Transactions, and the obtaining of anyConsent required to be obtained in connection with any of the Transactions; and(v) the consummation and performance of the Transactions. 

Subject to the provisions of Article 4 (includingthe indemnification and other obligations of the Seller thereunder), thePurchaser shall bear and pay all fees, costs and expenses (including all legalfees and expenses payable to Cooley Godward llp) that have been incurred or thatare in the future incurred by or on behalf of the Purchaser in connection with:(i) the negotiation, preparation and review of any letter of intent or similardocument relating to any of the Transactions; (ii) the investigation and reviewconducted by the Purchaser and its Representatives with respect to the businessof the Seller; (iii) the negotiation, preparation and review of this Agreement,the other Transactional Agreements and all bills of sale, assignments,certificates, opinions and other instruments and documents delivered or to bedelivered in connection with the Transactions; and (iv) the consummation andperformance of the Transactions. Purchaser shall bear all of the fees of theEscrow Agent, except as otherwise set forth in the EscrowAgreement.

Attorneys' Fees
.If any legal action or other legal proceeding relating to any of theTransactional Agreements or the enforcement of any provision of any of theTransactional Agreements is brought against any party to this Agreement, theprevailing party shall be entitled to recover reasonable attorneys' fees, costsand disbursements (in addition to any other relief to which the prevailing partymay be entitled).

Notices
.  Anynotice or other communication required or permitted to be delivered to any partyunder this Agreement shall be in writing and shall be deemed properly delivered,given and received when delivered (by hand, by registered mail, by courier orexpress delivery service or by facsimile) to the address or facsimile telephonenumber set forth beneath the name of such party below (or to such other addressor facsimile telephone number as such party shall have specified in a writtennotice given to the other parties hereto):
if to the Seller:	 

ActionPoint, Inc.

		1299 Parkmoor Avenue

			San Jose, CA 95126

Facsimile: 408-232-9292 

Attn: Mr. John Finegan

with a copy to: 

Gunderson Dettmer Stough 

			Villeneuve Franklin & Hachigian, LLP

		610 Lincoln Street

		Waltham, MA   02451

		Facsimile: 781-622-1622

		Attn: Jay K. Hachigian, Esq.

if to the Purchaser: 

Chordiant Software, Inc.

		20400 Stevens Creek Blvd., Suite 400

		Cupertino, CA   95014

		Facsimile: 408-517-0270

		Attn: Mr. Don Morrison

with a copy to: 

Cooley Godward LLP

		Five Palo Alto Square

		3000 El Camino Real

		Palo Alto, CA   94306

		Facsimile: 650-857-0663

		Attn: Nancy H. Wojtas, Esq.

		         Eliab S. Erulkar, Esq.

 

Time Of The Essence
.  Time is of the essence with respect to this Agreement.

Headings
.  Theunderlined headings contained in this Agreement are for convenience of referenceonly, shall not be deemed to be a part of this Agreement and shall not bereferred to in connection with the construction or interpretation of thisAgreement.

Counterparts
.This Agreement may be executed in several counterparts, each of which shallconstitute an original and all of which, when taken together, shall constituteone agreement.

Governing Law; Venue
.This Agreement shall be construed in accordance with, andgoverned in all respects by, the internal laws of the State of California(without giving effect to principles of conflicts of laws).  

Any legal action or other legal proceeding relating tothis Agreement or the enforcement of any provision of this Agreement may bebrought or otherwise commenced in any state or federal court located in theCounty of Santa Clara, California.  Each party to this Agreement:

expressly and irrevocably consents and submits to thejurisdiction of each state and federal court located in the County of SantaClara, California (and each appellate court located in the State of California)in connection with any such legal proceeding; 

agrees that each state and federal court located in theCounty of Santa Clara, California shall be deemed to be a convenient forum;and

agrees not to assert (by way of motion, as a defense orotherwise), in any such legal proceeding commenced in any state or federal courtlocated in the County of Santa Clara, California, any claim that such party isnot subject personally to the jurisdiction of such court, that such legalproceeding has been brought in an inconvenient forum, that the venue of suchproceeding is improper or that this Agreement or the subject matter of thisAgreement may not be enforced in or by such court.

Successors And Assigns; Parties In Interest
.This Agreement shall be binding upon the Seller and itssuccessors and assigns (if any) and the Purchaser and its successors and assigns(if any).  This Agreement shall inure to the benefit of the Seller, thePurchaser, and the other Indemnitees (subject to Section 4.7); and therespective successors and assigns (if any) of the foregoing.  

Neither party hereto shall be permitted to assign (otherthan in connection with a change of control of such party) any of its rights nordelegate any of its obligations under this Agreement without the prior writtenconsent of the other party hereto.

Except for the provisions of Article 4 hereof, noneof the provisions of this Agreement is intended to provide any rights orremedies to any Person other than the parties to this Agreement and theirrespective successors and assigns (if any).  Without limiting the generality ofthe foregoing, (i) no employee of the Seller shall have any rights under thisAgreement or under any of the other Transactional Agreements, and (ii) nocreditor of the Seller shall have any rights under this Agreement or any of theother Transactional Agreements.

Remedies Cumulative; Specific Performance
.  The rights and remedies of the parties heretoshall be cumulative (and not alternative).  Each party hereto agrees that: (a)in the event of any Breach or threatened Breach by the other party hereto of anycovenant, obligation or other provision set forth in this Agreement or theTransactional Agreements, the other party hereto shall be entitled (in additionto any other remedy that may be available to it) to (i) a decree or orderof specific performance or mandamus to enforce the observance and performance ofsuch covenant, obligation or other provision, and (ii) an injunctionrestraining such Breach or threatened Breach; and (b) neither such party nor anyother Indemnitee shall be required to provide any bond or other security inconnection with any such decree, order or injunction or in connection with anyrelated action or Proceeding.

Waiver
.No failure on the part of any Person to exercise anypower, right, privilege or remedy under this Agreement, and no delay on the partof any Person in exercising any power, right, privilege or remedy under thisAgreement, shall operate as a waiver of such power, right, privilege or remedy;and no single or partial exercise of any such power, right, privilege or remedyshall preclude any other or further exercise thereof or of any other power,right, privilege or remedy.  

No Person shall be deemed to have waived any claimarising out of this Agreement, or any power, right, privilege or remedy underthis Agreement, unless the waiver of such claim, power, right, privilege orremedy is expressly set forth in a written instrument duly executed anddelivered on behalf of such Person; and any such waiver shall not be applicableor have any effect except in the specific instance in which it isgiven.

Amendments
.  ThisAgreement may not be amended, modified, altered or supplemented other than bymeans of a written instrument duly executed and delivered on behalf of thePurchaser and the Seller.

Severability
.  Inthe event that any provision of this Agreement, or the application of any suchprovision to any Person or set of circumstances, shall be determined to beinvalid, unlawful, void or unenforceable to any extent, the remainder of thisAgreement, and the application of such provision to Persons or circumstancesother than those as to which it is determined to be invalid, unlawful, void orunenforceable, shall not be impaired or otherwise affected and shall continue tobe valid and enforceable to the fullest extent permitted by law.

Entire Agreement
.The Transactional Agreements and any confidentiality obligations contained inthe letter agreement between the Purchaser and the Seller dated April 26, 2001,set forth the entire understanding of the parties relating to the subject matterthereof and supersede all prior agreements and understandings among or betweenany of the parties relating to the subject matter thereof.

Knowledge
.  Forpurposes of this Agreement, except with respect to Section 4.1(d),"knowledge" shall mean to the best knowledge of such Person afterreasonable  investigation and shall include that which is known or should havebeen known.

Construction
.For purposes of this Agreement, whenever the contextrequires: the singular number shall include the plural, and vice versa; themasculine gender shall include the feminine and neuter genders; the femininegender shall include the masculine and neuter genders; and the neuter gendershall include the masculine and feminine genders.  

The parties hereto agree that any rule of construction tothe effect that ambiguities are to be resolved against the drafting party shallnot be applied in the construction or interpretation of this Agreement.

As used in this Agreement, the words "include"and "including," and variations thereof, shall not be deemed to beterms of limitation, but rather shall be deemed to be followed by the words"without limitation."  

Except as otherwise indicated, all references in thisAgreement to "Sections" and "Exhibits" are intended to referto Sections of this Agreement and Exhibits to this Agreement.

The parties to this Agreement have caused this Agreement tobe executed and delivered on May 17, 2001.
**ActionPoint, Inc.,

  a Delaware corporation

By: 	
							Name:

							Title:
**Chordiant Software, Inc.,

  a Delaware corporation

By: 	
	Name:

	Title:*.***Exhibit A

CERTAIN DEFINITIONS**
For purposes of the Agreement (including thisExhibit A):
**Accrued Time.  "Accrued Time" shall have themeaning set forth in Section 1.2(a)(i) of the Agreement.
**Affiliate.   "Affiliate" means with respectto any specified Person, any other Person that, directly or indirectly, throughone or more intermediaries, controls, is controlled by or is under commoncontrol with such specified Person.
**Agreement.  "Agreement" shall mean the AssetPurchase Agreement to which this Exhibit A is attached (including the DisclosureSchedule), as it may be amended from time to time.
**Assets.  "Assets" shall have the meaning setforth in Section 1.1 of the Agreement.
**Assumed Liabilities.  "Assumed Liabilities"shall have the meaning set forth in Section 1.2(b) of the Agreement.
**Breach.  There shall be deemed to be a"Breach" of a representation, warranty, covenant, obligation or otherprovision if there is or has been  any inaccuracy in or breach (includingany inadvertent or innocent breach) of, or any failure (including anyinadvertent failure) to comply with or perform, such representation, warranty,covenant, obligation or other provision; and the term "Breach" shallbe deemed to refer to any such inaccuracy, breach or failure.
**CERCLA.  "CERCLA" shall mean theComprehensive Environmental Response, Compensation and Liability Act.
**Closing.  "Closing" shall have the meaningset forth in Section 1.5(a) of the Agreement.
**Closing Date.  "Closing Date" shall have themeaning set forth in Section 1.5(a) of the Agreement.
**Code.  "Code" shall mean the InternalRevenue Code of 1986, as amended.
**Comparable Entities.  "Comparable Entities"shall mean Entities (other than the Seller) that are engaged in businessessimilar to the Dialog Server Product Business.  
**Competing Product. With respect to Seller and itsAffiliates, "Competing Product" shall mean any: (i)  any productwhich combines XML Schema (including extensions) with HTML (possibly augmentedwith custom attributes) and produces dynamic HTML (HTML with embeddedJavascript) and which performs the same primary functions as the Dialog ServerProduct or (ii) any product or system that is substantially the same as,incorporates, is a material component or part of, or competes directly with anyproduct or system of the type referred to in clause "(i)" of thissentence.

	With respect to Purchaser and its Affiliates,"Competing Product" shall mean: (i) any software that converts paperand fax documents to digital images and data and which performs the same primaryfunctions as products constituting the Paper Products Business or (ii) anyproduct or system that is substantially the same as, incorporates, is a materialcomponent or part of, or competes directly with any product or system of thetype referred to in clause "(i)" of this sentence.
**Competing Service.  With respect to Seller and itsAffiliates, "Competing Service" shall mean any (i) any service(including training, technical support or maintenance services) that directlyrelates to the Dialog Server Product Business or (ii) any service that issubstantially the same as, is based upon or competes directly with any servicereferred to in clause "(i)" of this sentence.

	With respect to Purchaser and its Affiliates, "Competing Service" shall mean (i) any service (including training,technical support or maintenance services) that directly relates to the PaperProducts Business or (ii) any service that is substantially the same as, isbased upon or competes directly with any service referred to in clause"(i)" of this sentence.  
**Competition. A Person shall be deemed to be engaged in"Competition" if: (a) such Person or any of such Person's Affiliatesis engaged directly or indirectly in the design, development, production,promotion, sale, supply, distribution, support, maintenance, licensing,sublicensing  or financing of any Competing Product; or (b) such Person or anyof such Person's Affiliates is engaged directly or indirectly in providing,performing or offering any Competing Service.
**Confidential Information. "ConfidentialInformation" shall mean any non-public information (whether or not inwritten form and whether or not expressly designated as confidential) relatingdirectly or indirectly to the business, operations, financial affairs,performance, assets, technology, processes, products, contracts, customers,licensees, sublicensees, suppliers, personnel, consultants or plans of theDialog Server Product Business (including any such information consisting of orotherwise relating to trade secrets, know-how, technology, inventions,prototypes, designs, drawings, sketches, processes, license or sublicensearrangements, formulae, proposals, research and development activities, customerlists or preferences, pricing lists, referral sources, marketing or salestechniques or plans, operations manuals, service manuals, financial information,projections, lists of consultants, lists of suppliers or lists of distributors);*provided, however,*that "Confidential Information" shall not bedeemed to include information of the Dialog Server Product Business that arealready publicly known (through no fault of the Seller or its Affiliates, andwithout breach of any confidentiality restrictions by any other Person) or anyinformation with respect to which disclosure is required by applicable law(provided, however, that the Seller shall have given the Purchaser a reasonableopportunity to seek to enjoin such disclosure, to limit the scope of suchdisclosure or to seek other protective orders).
**Consent.  "Consent" shall mean any approval,consent, ratification, permission, waiver or authorization (including anyGovernmental Authorization).  
**Contract.  "Contract" shall mean anywritten, oral, implied or other agreement, contract, understanding, arrangement,instrument, note, guaranty, indemnity, representation, warranty, deed,assignment, power of attorney, certificate, purchase order, work order,insurance policy, benefit plan, commitment, covenant, assurance or undertakingof any nature.
**Damages.  "Damages" shall include any loss,damage, injury, decline in value, lost opportunity, Liability, claim, demand,settlement, judgment, award, fine, penalty, Tax, fee (including any reasonablelegal, expert, accounting or advisory fees), charge, cost (including anyreasonable cost of investigation) or expense of any nature.
**Definitively Resolved.   "DefinitivelyResolved", with respect to an indemnification claim, shall mean either (i)settled by mutual written agreement of Purchaser and Seller; (ii) a finaljudgment, court order, or award of a court of competent jurisdiction has beenrendered, as evidenced by a certified copy of such judgment, order or award,provided that such judgment, order or award is appealable or the time for takingan appeal has expired; or (iii) thirty (30) days have elapsed since theIndemnifying Party's initial receipt of a claim notice and the Indemnitee hasnot received, on or before that date, a written notice from the IndemnifyingParty disputing such claim in whole or in part.
**Dialog Employee.  "Dialog Employee" shallhave the meaning set forth in Section 2.18(a) of the Agreement.
**Dialog Server Product.  "Dialog ServerProduct" shall mean that certain software product of Seller (immediatelyprior to Closing) which combines XML Schema (including extensions) with HTML(possibly augmented with custom attributes) and produces dynamic HTML (HTML withembedded Javascript) and that allows Persons to deploy and maintain dynamic,personalized Web interactions that consummate end-to-end business on theInternet.
**Dialog Server Product Business. "Dialog ServerProduct Business" shall mean the business of Seller, as conductedimmediately prior to the Closing, of designing, developing, producing,promoting, selling, supplying, distributing, licensing and supporting andmaintaining the Dialog Server Product.
**Disclosure Schedule.  "Disclosure Schedule"shall mean the letter (dated as of the date of the Agreement) delivered to eachparty hereto on behalf of the other party hereto.
**Employee Benefit Plan.  "Employee BenefitPlan" shall have the meaning specified in Section 3(3) of ERISA.  
**Encumbrance.  "Encumbrance" shall mean anylien, pledge, hypothecation, charge, mortgage, security interest, encumbrance,equity, trust, equitable interest, claim, preference, right of possession,lease, tenancy, license, encroachment, covenant, infringement, interference,Order, proxy, option, right of first refusal, preemptive right, communityproperty interest, legend, defect, impediment, exception, reservation,limitation, impairment, imperfection of title, condition or restriction of anynature (including any restriction on the transfer of any asset, any restrictionon the receipt of any income derived from any asset, any restriction on the useof any asset and any restriction on the possession, exercise or transfer of anyother attribute of ownership of any asset).
**Entity.  "Entity" shall mean any corporation(including any non-profit corporation), general partnership, limitedpartnership, limited liability partnership, joint venture, estate, trust,cooperative, foundation, society, political party, union, company (including anylimited liability company or joint stock company), firm or other enterprise,association, organization or entity.  
**ERISA.  "ERISA" shall mean the EmployeeRetirement Income Security Act of 1974. 
**Escrow Account.  "Escrow Account" shall havethe meaning set forth in Section 1.2(a)(iii) of the Agreement. 
**Escrow Agent.   "Escrow Agent" shall havethe meaning set forth in Section 1.2(a)(iii) of the Agreement. 
**Escrow Agreement.  "Escrow Agreement" shallhave the meaning set forth in Section 1.2(a)(iii) of the Agreement.
**Escrow Fund.  "Escrow Fund" shall have themeaning set forth in Section 1.2(a)(iii) of the Agreement.
**Fair Market Value.  "Fair Market Value"shall mean the arithmetic average closing price per share of Purchaser's commonstock as quoted on the NASDAQ National Market for the twenty (20) trading-dayperiod ending the day immediately prior to the two (2) trading days whichimmediately precede (but do not include) the Closing Date.  For the avoidance ofdoubt, it is acknowledged and agreed that "trading day" shall mean the9:30am to 4:00pm (Eastern Time) hours of operation of the Nasdaq NationalMarket.
**Financial Statements.  "FinancialStatements" shall have the meaning set forth in Section 2.3 of theAgreement.
**GAAP.  "GAAP" shall mean U.S. generallyaccepted accounting principles.
**Governmental Authorization.  "GovernmentalAuthorization" shall mean any: (a) permit, license, certificate, franchise,concession, approval, consent, ratification, permission, clearance,confirmation, endorsement, waiver, certification, designation, rating,registration, qualification or authorization issued, granted, given or otherwisemade available by or under the authority of any Governmental Body or pursuant toany Legal Requirement; or (b) right under any Contract with any GovernmentalBody.  
**Governmental Body.  "Governmental Body"shall mean any: (a) nation, principality, state, commonwealth, province,territory, county, municipality, district or other jurisdiction of any nature;(b) federal, state, local, municipal, foreign or other government; (c)governmental or quasi-governmental authority of any nature (including anygovernmental division, subdivision, department, agency, bureau, branch, office,commission, council, board, instrumentality, officer, official, representative,organization, unit, body or Entity and any court or other tribunal); (d) multi-national organization or body; or (e) individual, Entity or body exercising, orentitled to exercise, any executive, legislative, judicial, administrative,regulatory, police, military or taxing authority or power of any nature.
**Hazardous Material.  "Hazardous Material"shall include: (a) any petroleum, waste oil, crude oil, asbestos, ureaformaldehyde or polychlorinated biphenyl; (b) any waste, gas or other substanceor material that is explosive or radioactive; (c) any "hazardoussubstance," "pollutant," "contaminant," "hazardouswaste," "regulated substance," "hazardous chemical" or"toxic chemical" as designated, listed or defined (whether expresslyor by reference) in any statute, regulation or other Legal Requirement(including CERCLA and any other so-called "superfund" or"superlien" law and the respective regulations promulgatedthereunder); (d) any other substance or material (regardless of physical form)or form of energy that is subject to any Legal Requirement which regulates orestablishes standards of conduct in connection with, or which otherwise relatesto, the protection of human health, plant life, animal life, natural resources,property or the enjoyment of life or property from the presence in theenvironment of any solid, liquid, gas, odor, noise or form of energy; and (e)any compound, mixture, solution, product or other substance or material thatcontains any substance or material referred to in clause "(a)","(b)", "(c)" or "(d)" above. 
**INA.   "INA" shall have the meaning setforth in Section 2.18(e) of the Agreement.
**Immaterial Contract.  "Immaterial Contract"shall mean any Seller Contract in connection with the Dialog Server ProductBusiness that:  (a) was entered into by the Seller in the Ordinary Courseof Business; (b) is identical in all material respects to one of theStandard Form Agreements;  (c) has a term of less than 90 days or may beterminated by the Seller (without penalty) within ten days after the delivery ofa termination notice by the Seller to the other party thereto; and (d) doesnot contemplate or involve the payment of cash or other consideration in anamount or having a value in excess of Ten Thousand Dollars (US $10,000).
**Indemnification Threshold.  "IndemnificationThreshold" shall mean the amount of Twenty-Five Thousand Dollars ($25,000)in the aggregate.
**Indemnifying Party.  "Indemnifying Party"shall mean the party that is the subject of a claim by an Indemnitee pursuant toSection 4 of the Agreement.
**Indemnitees.  "Indemnitees" shall meaneither the Purchaser Indemnitees or Seller Indemnitees, as the case may be.
**Interim Balance Sheet.  "Interim BalanceSheet" shall have the meaning set forth in Section 2.3 of theAgreement.
**Legal Requirement.  "Legal Requirement"shall mean any federal, state, local, municipal, foreign or other law, statute,legislation, constitution, principle of common law, resolution, ordinance, code,edict, decree, proclamation, treaty, convention, rule, regulation, ruling,directive, pronouncement, requirement, specification, determination, decision,opinion or interpretation issued, enacted, adopted, passed, approved,promulgated, made, implemented or otherwise put into effect by or under theauthority of any Governmental Body.
**Liability.  "Liability" shall mean any debt,obligation, duty or liability of any nature (including any unknown, undisclosed,unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied,vicarious, derivative, joint, several or secondary liability), regardless ofwhether such debt, obligation, duty or liability would be required to bedisclosed on a balance sheet prepared in accordance with generally acceptedaccounting principles and regardless of whether such debt, obligation, duty orliability is immediately due and payable.
**License Agreement.  "License Agreement"shall have the meaning set forth in Section 
**Noncompetition Period.  "NoncompetitionPeriod" shall mean the period commencing on the date of this Agreement andending on the third anniversary of the date of this Agreement.
**Order.  "Order" shall mean any: (a) order,judgment, injunction, edict, decree, ruling, pronouncement, determination,decision, opinion, verdict, sentence, subpoena, writ or award issued, made,entered, rendered or otherwise put into effect by or under the authority of anycourt, administrative agency or other Governmental Body or any arbitrator orarbitration panel; or (b) Contract with any Governmental Body entered into inconnection with any Proceeding. 
**Ordinary Course of Business.  An action taken by or onbehalf of the Seller shall only be deemed to have been taken in the"Ordinary Course of Business" if:

(a)	such action is recurring in nature, is consistent withthe past practices of the Seller with respect to the Dialog Server ProductBusiness and is taken in the ordinary course of the normal day-to-day operationsof the Dialog Server Product Business; 

(b)	such action is not required to be authorized by theSeller, the board of directors of the Seller or any committee of the board ofdirectors of the Seller and does not require any other separate or special boardof directors authorization of any nature; and

(c)	such action is similar in nature and magnitude tocomparable actions customarily taken, without any separate or specialauthorization, in the ordinary course of the normal day-to-day operations ofComparable Entities.
**Paper Product Business.   "Paper ProductBusiness" shall mean the business of Seller, as conducted immediately priorto the Closing, of designing, developing, producing, promoting, selling,supplying, distributing, licensing and supporting and maintaining software thatconverts paper and fax documents to digital images and data.
**Person.  "Person" shall mean any individual,Entity or Governmental Body
**Proceeding.  "Proceeding" shall mean anyaction, suit, litigation, arbitration, proceeding (including any civil,criminal, administrative, investigative or appellate proceeding and any informalproceeding), prosecution, contest, hearing, inquiry, inquest, audit, examinationor investigation commenced, brought, conducted or heard by or before, orotherwise involving, any Governmental Body or any arbitrator or arbitrationpanel.
**Proprietary Asset.  "Proprietary Asset"shall mean any Asset which is a: patent, patent application, trademark (whetherregistered or unregistered and whether or not relating to a published work),trademark application, trade name, fictitious business name, service mark(whether registered or unregistered), service mark application, copyright(whether registered or unregistered), copyright application, maskwork, maskworkapplication, trade secret, know-how, customer list, franchise, system, computersoftware, invention, design, blueprint, engineering drawing, proprietaryproduct, technology, proprietary right or any other intellectual property rightor intangible asset.
**Purchase Price.  "Purchase Price" shall havethe meaning set forth in Section 1.2(a) of the Agreement.
**Purchaser.  "Purchaser" shall have themeaning set forth in the Preamble of the Agreement.
**Purchaser SEC Documents.   "Purchaser SECDocuments" shall have the meaning set forth in Section 3.5(a) of theAgreement.
**Purchaser Indemnitees.  "PurchaserIndemnitees" shall mean the following Persons: (a) the Purchaser; (b) thePurchaser's current and future Affiliates; (c) the respective Representatives ofthe Persons referred to in clauses "(a)" and "(b)" above;and (d) the respective successors and assigns of the Persons referred to inclauses "(a)", "(b)" and "(c)" above.
**Registration Rights Agreement.  "RegistrationRights Agreement" shall have the meaning set forth in Section 1.5(b)(xii)of the Agreement.
**Related Party.  Each of the following shall be deemedto be a "Related Party": (a) each individual who is, or who has at anytime been, an officer of the Seller or Purchaser; (b) each member of the familyof each of the individuals referred to in clause "(a)" above; (c) anyEntity (other than the Seller or Purchaser) in which any one of the individualsreferred to in clauses "(a)" and "(b)" above holds or held(or in which more than one of such individuals collectively hold or held),beneficially or otherwise, a controlling interest or a material voting,proprietary or equity interest; and (d) any Affiliate of Seller orPurchaser.
**Representatives.  "Representatives" shallmean officers, directors, employees, agents, attorneys, accountants, advisorsand representatives.
**Restricted Territory.  "RestrictedTerritory" shall mean each county or similar political subdivision of eachState of the United States of America (including each of the counties in theState of California), each State, territory or possession of the United Statesof America, each political subdivision of each country (and all territories andpossessions of such countries) in the European Union as presentlyconstituted.
**SEC.  "SEC" shall mean the U.S. Securitiesand Exchange Commission.
**Securities Act.  "Securities Act shall have themeaning set forth in Section 2.30(a) of the Agreement.
**Seller.  "Seller" shall have the meaning setforth in the Preamble of the Agreement.
**Seller Contract.  "Seller Contract" shallmean any Contract primarily in connection with the Dialog Server ProductBusiness (other than Contracts regarding the acquisition of the Dialog ServerProduct Business):  (a) to which the Seller is a party; (b) by whichthe Seller or any of the Assets is bound or under which the Seller has anyobligation; or (c) under which the Seller has any right or interest.
**Seller Indemnitees.  "Seller Indemnitees"shall mean the following Persons: (a) the Seller; (b) the Seller's current andfuture Affiliates; (c) the respective Representatives of the Persons referred toin clauses "(a)" and "(b)" above; and (d) the respectivesuccessors and assigns of the Persons referred to in clauses "(a)","(b)" and "(c)" above.
**Seller Proprietary Asset.  "Seller ProprietaryAsset" shall mean any Proprietary Asset  owned by or licensed to the Sellerin the conduct (current or contemplated, immediately prior to Closing) of theDialog Server Product Business or otherwise used by the Seller in connectionwith the Dialog Server Product Business.
**Seller Source Code.  "Seller Source Code"shall mean any source code, or any portion, aspect or segment of any sourcecode, relating to any Seller Proprietary Asset.
**Shares.  "Shares" shall have the meaning setforth in Section 2.30(a) of the Agreement.
**Specified Employee.  "Specified Employee"shall have the meaning set forth in Section 5.3 (b) of the Agreement.
**Stockholder.  "Stockholder" shall mean anystockholder of the Seller.
**Standard Form Agreements.  "Standard FormAgreements" shall mean the forms of agreements attached as Appendices2.14(A) and 2.14(B) to the Disclosure Schedule.
**Tax.  "Tax" shall mean any tax that couldresult in either a lien on the Assets after they are transferred to thePurchaser or in any liability for the Purchaser (including any income tax,franchise tax, capital gains tax, estimated tax, gross receipts tax, value-addedtax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, usetax, property tax, business tax, occupation tax, inventory tax, occupancy tax,withholding tax or payroll tax), levy, assessment, tariff, impost, imposition,toll, duty (including any customs duty), deficiency or fee, and any relatedcharge or amount (including any fine, penalty or interest), that is, has been ormay in the future be (a) imposed, assessed or collected by or under theauthority of any Governmental Body, or (b) payable pursuant to any tax-sharing agreement or similar Contract.
**Tax Return.  "Tax Return" shall mean anyreturn (including any information return), report, statement, declaration,estimate, schedule, notice, notification, form, election, certificate or otherdocument or information that is, has been or may in the future be filed with orsubmitted to, or required to be filed with or submitted to, any GovernmentalBody in connection with the determination, assessment, collection or payment ofany Tax or in connection with the administration, implementation or enforcementof or compliance with any Legal Requirement relating to any Tax.
**Transactional Agreements.  "TransactionalAgreements" shall mean: (a) the Agreement; (b) the Escrow Agreement; (c)the Registration Rights Agreement; (d) the License Agreement and (e) theagreements referred to in Section 1.5(b)(v) of the Agreement.
**Transactions.  "Transactions" shall mean(a) the execution and delivery of the respective Transactional Agreements,and (b) all of the transactions contemplated by the respectiveTransactional Agreements, including: (i) the sale of the Assets by the Seller tothe Purchaser in accordance with the Agreement; (ii) the assumption of theAssumed Liabilities by the Purchaser; and (iii) the performance by the Sellerand the Purchaser of their respective obligations under the TransactionalAgreements, and the exercise by the Seller and the Purchaser of their respectiverights under the Transactional Agreements.
**Transferred Intellectual Property.  "TransferredIntellectual Property" shall have the meaning set forth in Section1.5(b)(xi) of the Agreement.

1.	Sale of Assets; RelatedTransactions	1
1.1	Sale of Assets	1

1.2	Purchase Price	1

1.3	Sales Taxes	2

1.4	Allocation	2

1.5	Closing	2

2.	Representations and Warranties of the Seller	4

2.1	Due Organization; No Subsidiaries; Etc	4

2.2	Records	4

2.3	Financial Statements	4

2.4	Absence Of Changes	5

2.5	Title To Assets	6

2.8	Customers; Distributors	6

2.10	Equipment, Etc	7

2.12	Proprietary Assets	7

2.13	Contracts	9

2.14	Liabilities; Major Suppliers	10

2.15	Compliance with Legal Requirements	10

2.16	Governmental Authorizations	11

2.17	Tax Matters	11

2.18	Employee And Labor Matters	12

2.19	Environmental Matters	13

2.21	Sale of Products	13

2.22	Performance Of Services	13

2.24	Related Party Transactions	14

2.25	Foreign Corrupt Practices	14

2.26	Proceedings; Orders	14

2.27	Authority; Binding Nature Of Agreements	15

2.28	Non-Contravention; Consents	15

2.29	Brokers	16

2.30	Investment Representations	16

2.31	Full Disclosure	16

3.	Representations and Warranties of the Purchaser	17

3.1	Authority; Binding Nature Of Agreements	17

3.2	Brokers	17

3.3	Valid Issuance	17

3.5	SEC Filings of the Purchaser.	17

3.6	Compliance with Legal Requirements.	18

3.7	Proceedings; Orders	18

3.8	Non-Contravention; Consents	18

3.9	Full Disclosure	19

4.	Indemnification, Etc	19

4.1	Survival Of Representations And Covenants	19

4.2	Indemnification by the Seller	20

4.3	Indemnification By Purchaser	20

4.4	Setoff	21

4.5	Exclusivity Of Indemnification Remedies; Limitations	21

4.6	Defense Of Third Party Claims	22

4.7	Exercise Of Remedies By Indemnitees Other Than Purchaser orSeller	23

4.8	Treatment of Indemnity Payments.	23

5.	Certain Post-Closing Covenants	23

5.1	Further Actions	23

5.2	Publicity	24

6.	Miscellaneous Provisions	26

6.1	Further Assurances	26

6.2	Fees and Expenses	26

6.3	Attorneys' Fees	27

6.4	Notices	27

6.5	Time Of The Essence	28

6.6	Headings	28

6.7	Counterparts	28

6.8	Governing Law; Venue	28

6.9	Successors And Assigns; Parties In Interest	29

6.10	Remedies Cumulative; Specific Performance	29

6.11	Waiver	29

6.12	Amendments	30

6.13	Severability	30

6.14	Entire Agreement	30

6.15	Knowledge	30

6.16	Construction	30
**List of Exhibits

 

 **
Exhibit A	Certain Definitions

Exhibit B	Escrow Agreement

Exhibit C	Warranty Bill of Sale and Assignment

Exhibit D	Trademark Assignment

Exhibit E	Registration Rights Agreement

Exhibit F	End-User License Agreement
**List of Schedules to Asset Purchase Agreement

 

 

Part 1.1(1)	List of Assets 

Part 1.2(a)(i)	List of Employees; Accrued but Unpaid Vacation and SickTime

Part 1.2(b)	Seller Contracts

Part 2.1(a)	Jurisdictions and Good Standing

Part 2.1(b)	Foreign Jurisdictions

Part 2.1(c)	Trade Names

Part 2.4(e)	List of  Transferred or Leased of Assets

Part 2.5(a)	List of Leased Assets

Part 2.5(b) 	List of Encumbrances

Part 2.5(c)	List of Assets Necessary to the Dialog Server ProductBusiness, Not Received 

Part 2.8	Customers and Distributors

Part 2.10	Tangible Assets

Part 2.12 (a)(i)	List and description of all proprietary assets owned bySeller and registered with any Governmental Body or for which application hasbeen filed with any Governmental Body

Part 2.12(a)(ii)	List and description of all proprietary assets owned bySeller that are material to the Dialog Server Product Business as conducted bySeller immediately prior to Closing.

Part 2.12(b)	Confidentiality Measures

Part 2.13(a)	List and description of each Seller Contract, except for anyImmaterial Contract, and all amendments thereto.

Part 2.13(b)	Violations or Breaches of any Seller Contracts

Part 2.13(i)	List of all proposed Seller Contracts

Part 2.16	List of each Governmental Authorization held by Seller

Part 2.18(a)		Name, Title, Compensation, Sick-time and Vacation Accrualfor each Employee

Part 2.18(b)		List of all Employment Contracts and Union Contracts

Part 2.18(e) 		Non-U.S. Citizens

Part 2.18(f)	Name of each Independent Contractor hired by Seller anddescription of the Services performed

Part 2.21	Recalls or Similar Actions

Part 2.29	List of any Persons who may be entitled to receive brokeragecommissions or similar payments in connection with the transactions

Part 3.5(a)	Nasdaq Filings (Purchaser)

 

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