Exhibit 2.2

MERGER AGREEMENT
 
BETWEEN
 
LAWSON SOFTWARE, INC.,
 
EVEREST ACQUISITION, INC.,
 
APEXION TECHNOLOGIES, INC.
AND
MAHER HAKIM, MUWAFFA LAHHAM AND GENE BARDUSON

September 23, 2003

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TABLE OF CONTENTS

|   |  |                                                                             |  |                                          |  | Page
|-- |  | --------------------------------------------------------------------------- |  | ---------------------------------------- |  | ----
|1. |  | DEFINITIONS                                                                 |  | 1                                       
|2. |  | BASIC TRANSACTION                                                           |  | 6                                       
|   |  | 2.1                                                                         |  | The Merger                               |  | 6   
|   |  | 2.2                                                                         |  | Effect of Merger                         |  | 6   
|   |  | 2.3                                                                         |  | Conversion of Capital Stock              |  | 7   
|   |  | 2.4                                                                         |  | Deposit of Merger Consideration          |  | 9   
|   |  | 2.5                                                                         |  | Procedure for Payment                    |  | 9   
|   |  | 2.6                                                                         |  | Other Exchange Matters                   |  | 11  
|   |  | 2.7                                                                         |  | Post-Closing Adjustment                  |  | 12  
|   |  | 2.8                                                                         |  | Earnout                                  |  | 13  
|   |  | 2.9                                                                         |  | The Closing                              |  | 16  
|   |  | 2.10                                                                        |  | Dissenting Stock                         |  | 16  
|3. |  | REPRESENTATIONS AND WARRANTIES OF THE TARGET AND THE PRINCIPAL STOCKHOLDERS |  | 16                                      
|   |  | 3.1                                                                         |  | Organization, Qualification and Power    |  | 17  
|   |  | 3.2                                                                         |  | Capitalization                           |  | 17  
|   |  | 3.3                                                                         |  | Authorization of Transaction             |  | 17  
|   |  | 3.4                                                                         |  | Noncontravention; Consents and Approvals |  | 18  
|   |  | 3.5                                                                         |  | Brokers' Fees                            |  | 18  
|   |  | 3.6                                                                         |  | Title to Assets                          |  | 18  
|   |  | 3.7                                                                         |  | Subsidiaries                             |  | 18  
|   |  | 3.8                                                                         |  | Financial Statements                     |  | 18  
|   |  | 3.9                                                                         |  | Subsequent Events                        |  | 18  
|   |  | 3.10                                                                        |  | Liabilities                              |  | 20  
|   |  | 3.11                                                                        |  | Legal Compliance                         |  | 20  
|   |  | 3.12                                                                        |  | Tax Matters                              |  | 20  
|   |  | 3.13                                                                        |  | Real Property                            |  | 22  
|   |  | 3.14                                                                        |  | Intellectual Property                    |  | 22  
|   |  | 3.15                                                                        |  | Tangible Assets                          |  | 25  
|   |  | 3.16                                                                        |  | Contracts                                |  | 25  
|   |  | 3.17                                                                        |  | Permits                                  |  | 26  
|   |  | 3.18                                                                        |  | Insurance                                |  | 26  
|   |  | 3.19                                                                        |  | Litigation                               |  | 27  
|   |  | 3.20                                                                        |  | Banking Arrangements                     |  | 27  
|   |  | 3.21                                                                        |  | Employment Matters                       |  | 27  
|   |  | 3.22                                                                        |  | Employee Benefits                        |  | 28  
|   |  | 3.23                                                                        |  | Environmental, Health and Safety Matters |  | 29  
|   |  | 3.24                                                                        |  | Software Warranty                        |  | 30  
|   |  | 3.25                                                                        |  | Customers and Suppliers                  |  | 30  
|   |  | 3.26                                                                        |  | Transactions with Affiliates             |  | 30  
|   |  | 3.27                                                                        |  | Powers of Attorney                       |  | 30  
|   |  | 3.28                                                                        |  | Accounts Receivable                      |  | 30  
|   |  | 3.29                                                                        |  | Disclosure Documents                     |  | 30  
|   |  | 3.30                                                                        |  | Stockholder Voting Agreement             |  | 30  
|   |  |                                                                             |  |                                          |  |     

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|    |  | 3.31                                                            |  | Expenses                                                                                           |  | 31
|--- |  | --------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | --
|    |  | 3.32                                                            |  | Notes and Loans                                                                                    |  | 31
|    |  | 3.33                                                            |  | Other Information                                                                                  |  | 31
|4.  |  | REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB |  | 31                                                                                                
|    |  | 4.1                                                             |  | Organization                                                                                       |  | 31
|    |  | 4.2                                                             |  | Authorization of Transaction                                                                       |  | 31
|    |  | 4.3                                                             |  | Noncontravention                                                                                   |  | 32
|    |  | 4.4                                                             |  | Brokers' Fees                                                                                      |  | 32
|5.  |  | PRE-CLOSING COVENANTS                                           |  | 32                                                                                                
|    |  | 5.1                                                             |  | General                                                                                            |  | 32
|    |  | 5.2                                                             |  | Notices and Consents                                                                               |  | 32
|    |  | 5.3                                                             |  | Operation of Business                                                                              |  | 32
|    |  | 5.4                                                             |  | Preservation of Business                                                                           |  | 33
|    |  | 5.5                                                             |  | Full Access                                                                                        |  | 33
|    |  | 5.6                                                             |  | Notice of Developments                                                                             |  | 33
|    |  | 5.7                                                             |  | Exclusivity                                                                                        |  | 34
|    |  | 5.8                                                             |  | Insurance                                                                                          |  | 34
|    |  | 5.9                                                             |  | Termination of Target's 401(k)                                                                     |  | 34
|    |  | 5.10                                                            |  | Tax Matters                                                                                        |  | 34
|    |  | 5.11                                                            |  | Special Meeting                                                                                    |  | 34
|6.  |  | POST-CLOSING COVENANTS                                          |  | 35                                                                                                
|    |  | 6.1                                                             |  | General                                                                                            |  | 35
|    |  | 6.2                                                             |  | Transition                                                                                         |  | 35
|    |  | 6.3                                                             |  | Confidentiality                                                                                    |  | 35
|    |  | 6.4                                                             |  | Covenant Not to Compete                                                                            |  | 35
|    |  | 6.5                                                             |  | Nonsolicitation; Non-Hire and Noninterference                                                      |  | 36
|7.  |  | CONDITIONS TO OBLIGATION TO CLOSE                               |  | 37                                                                                                
|    |  | 7.1                                                             |  | Conditions to Obligation of the Parent and Merger Sub                                              |  | 37
|    |  | 7.2                                                             |  | Conditions to Obligation of the Target and Principal Stockholders                                  |  | 39
|8.  |  | REMEDIES FOR BREACHES OF THIS AGREEMENT                         |  | 40                                                                                                
|    |  | 8.1                                                             |  | Survival of Representations, Warranties and Covenants                                              |  | 40
|    |  | 8.2                                                             |  | Indemnification Provisions for Benefit of the Parent, the Merger Sub and the Surviving Corporation |  | 40
|    |  | 8.3                                                             |  | Indemnification Provisions for Benefit of the Target and the Holders                               |  | 41
|    |  | 8.4                                                             |  | Matters Involving Third Parties                                                                    |  | 41
|    |  | 8.5                                                             |  | Limitation on Indemnification Obligations                                                          |  | 42
|    |  | 8.6                                                             |  | Offset                                                                                             |  | 43
|    |  | 8.7                                                             |  | Other Indemnification Provisions                                                                   |  | 43
|9.  |  | TAX MATTERS                                                     |  | 44                                                                                                
|    |  | 9.1                                                             |  | Cooperation on Tax Matters                                                                         |  | 44
|    |  | 9.2                                                             |  | Certain Taxes                                                                                      |  | 44
|10. |  | TERMINATION                                                     |  | 44                                                                                                
|    |  | 10.1                                                            |  | Termination of Agreement                                                                           |  | 44
|    |  | 10.2                                                            |  | Effect of Termination                                                                              |  | 45
|    |  |                                                                 |  |                                                                                                    |  |   

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|11. |  | STOCKHOLDERS' REPRESENTATIVE |  | 45                                                            
|--- |  | ---------------------------- |  | --------------------------------------------------------------
|    |  | 11.1                         |  | Appointment                                                   
|    |  | 11.2                         |  | Election and Replacement                                      
|    |  | 11.3                         |  | Authority                                                     
|    |  | 11.4                         |  | No Liability of the Parent or Surviving Corporation           
|12. |  | MISCELLANEOUS                |  | 46                                                            
|    |  | 12.1                         |  | Press Releases and Public Announcements                       
|    |  | 12.2                         |  | No Third Party Beneficiaries                                  
|    |  | 12.3                         |  | Entire Agreement                                              
|    |  | 12.4                         |  | Succession and Assignment                                     
|    |  | 12.5                         |  | Counterparts and Facsimile Signatures                         
|    |  | 12.6                         |  | Headings                                                      
|    |  | 12.7                         |  | Notices                                                       
|    |  | 12.8                         |  | Governing Law                                                 
|    |  | 12.9                         |  | Amendments and Waivers                                        
|    |  | 12.10                        |  | Severability                                                  
|    |  | 12.11                        |  | Expenses                                                      
|    |  | 12.12                        |  | Construction                                                  
|    |  | 12.13                        |  | Incorporation of Transaction Documents, Exhibits and Schedules
|    |  | 12.14                        |  | Specific Performance                                          
|    |  | 12.15                        |  | Submission to Jurisdiction                                    
|    |  | 12.16                        |  | Separate Legal and Tax Representation                         
|    |  | 12.17                        |  | Execution of Stockholder Voting Agreement                     

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SCHEDULES

Target's
Disclosure Schedule
Parent's Disclosure Schedule
Schedule ASoftware Specifications
Schedule BVested Option and Warrant Holders
Schedule CUnvested Option and Warrant Holders
Schedule DAnticipated Pro-Rata Merger Consideration Payments
Schedule EAnticipated Parent Option Issuances
Schedule FAdjustments to Closing Date Balance Sheet

EXHIBITS

Exhibit ACertificate
of Merger
Exhibit BPaying Agent Agreement
Exhibit CEscrow Agreement
Exhibit DLetter of Transmittal
Exhibit ESheikh Kahled Bin Zayed Al Nehayan Stock Purchase Agreement
Exhibit FOpinion of the Target's Counsel
Exhibit GResolution Regarding Termination of the Target's 401(k) Plan
Exhibit HBarduson Separation Agreement and Release
Exhibit IStockholder Voting Agreement

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MERGER AGREEMENT

This MERGER AGREEMENT (this "Agreement") among Lawson Software, Inc., a Delaware corporation (the
"Parent"), Everest Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Merger
Sub"), Apexion Technologies, Inc., a Delaware corporation (the "Target"), and Maher Hakim, Muwaffa Lahham and Gene
Barduson (each, a "Principal Stockholder" and, collectively, the "Principal Stockholders") takes effect
on September 23, 2003. The Parent, the Merger Sub, the Target and the Principal Stockholders are referred to individually as a "Party" and
collectively as the "Parties."

RECITALS

This Agreement contemplates a transaction in which the Parent will acquire all of the outstanding capital stock of the Target for cash by the merger of the Merger
Sub with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Parent, on the terms and subject to the conditions of this Agreement.

AGREEMENT

In consideration of the above recitals and the promises set forth in this Agreement, the Parties agree as follows:



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Net License Fee RevenueEarnout Period

Amount of
Earnout Payment1Minimum

Maximum2004 Earnout Period(December 1, 2003 to
November 30, 2004
)
$$$
0
3,500,000
3,870,000
4,300,000

$$$
3,499,999
3,869,999
4,299,999
No Limit

$$$$
0
250,000
500,000
1,000,0002005 Earnout Period(December 1, 2004 to
November 30, 2005
)
$$$$
0
8,500,000
10,170,000
11,300,000

$$$
8,499,999
10,169,999
11,299,999
No Limit

$$$$
0
250,000
500,000
1,000,000


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[THE
REMAINDER OF THIS PAGE IS BLANK. SIGNATURE PAGE FOLLOWS.]

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The
Parties have executed this Agreement on the date first above written.

|PARENT:                   |  | TARGET:                                                                  
|------------------------- |  | -------------------------------------------------------------------------
|Lawson Software, Inc.     |  | Apexion Technologies, Inc.                                               
|/s/ Robert Barbieri       |  | /s/ Gene H. Barduson                                                     
|Name:                     |  | Robert Barbieri                                                          
|Title:                    |  | CFO                                                                      
|MERGER SUB:               |  |                                                                          
|                          |  |                                                                          
|Everest Acquisition, Inc. |  |                                                                          
|                          |  |                                                                          
|/s/ Bruce McPheeters      |  | by GENE BARDUSON, UNDER POWER OF ATTORNEY
      DATED SEPTEMBER 2ND, 2003
|Name:                     |  | Bruce McPheeters                                                         
|Title:                    |  | Secretary                                                                
|                          |  |                                                                          
|                          |  |                                                                          

[Signature Page for Merger Agreement]

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