Exhibit
2.5







ASSET
PURCHASE AGREEMENT




BETWEEN




BRANDYWINE
COMPUTER GROUP, INC.




AND




COMPUTER
NETWORK TECHNOLOGY CORPORATION




Dated as
of April 23, 2004







TABLE OF
CONTENTS




ARTICLE
1
            DEFINITIONS
      AND USAGE
            
            1Section
      1.1
            Definitions
            
            1Section
      1.2
            Usage
            
            5ARTICLE
      2
            SALE
      OF ASSETS
            
            6Section
      2.1
            Covenants
      of Sale and Purchase of Acquired Assets
            
            6Section
      2.2
            Excluded
      Assets
            
            7Section
      2.3
            Liabilities
            
            7Section
      2.4
            Consents
      of Third Parties
            
            8Section
      2.5
            Purchase
      Price
            
            9ARTICLE
      3
            CLOSING,
      ITEMS TO BE DELIVERED,  FURTHER ASSURANCES, AND CLOSING
      DATE
            
            10Section
      3.1
            Closing
            
            10Section
      3.2
            Conveyance
      and Delivery by Seller
            
            10Section
      3.3
            Delivery
      by Buyer
            
            11Section
      3.4
            Mutual
      Performance
            
            12Section
      3.5
            Further
      Assurances
            
            12ARTICLE
      4
            REPRESENTATIONS
      AND WARRANTIES OF SELLER
            
            12Section
      4.1
            Organization
            
            12Section
      4.2
            Enforceability;
      Authority; No Conflict
            
            12Section
      4.3
            No
      Third Party Agreements
            
            13Section
      4.4
            Financial
      Statements; No Material Adverse Change; No Undisclosed
      Liabilities
            
            13Section
      4.5
            Ordinary
      Course of Business
            
            13Section
      4.6
            Assets
            
            13Section
      4.7
            Contracts;
      No Defaults
            
            13Section
      4.8
            Litigation
      and Claims
            
            14Section
      4.9
            Compliance
      with Applicable Law
            
            14Section
      4.10
            Taxes
            
            15Section
      4.11
            Intellectual
      Property
            
            15Section
      4.12
            Environment,
      Health, and Safety
            
            16Section
      4.13
            Relationships
            
            16Section
      4.14
            Employee
      Benefits
            
            17Section
      4.15
            Employees
            
            18Section
      4.16
            Labor
      Relations; Compliance
            
            19Section
      4.17
            Accounts
      Receivable
            
            20Section
      4.18
            Insurance
            
            20Section
      4.19
            Brokers
            
            20Section
      4.20
            Disclosure
            
            20ARTICLE
      5
            REPRESENTATIONS
      AND WARRANTIES OF BUYER
            
            20Section
      5.1
            Organization
            
            20Section
      5.2
            Authority
            
            20Section
      5.3
            Consents
      and Approvals; No Violations
            
            21Section
      5.4
            Brokers
            
            21Section
      5.5
            Disclosure
            
            21









ARTICLE
      6
            ADDITIONAL
      AGREEMENTS
            
            21Section
      6.1
            Non-Competition,
      Non-Solicitation, and Non- Disparagement Covenants
            
            21Section
      6.2
            Remedy
      for Breach of Covenants
            
            21Section
      6.3
            Successor
      Rights
            
            22Section
      6.4
            Transition
      Services Agreement
            
            22Section
      6.5
            Operating
      Agreement
            
            22Section
      6.6
            Confidentiality
            
            22Section
      6.7
            Enforcement
      of Employment and/or Independent Contractor Agreements
            
            22Section
      6.8
            Post-Closing
      Payment of Liabilities; Bulk Sales Laws
            
            22Section
      6.9
            Reports
      and Returns
            
            23Section
      6.10
            Client
      and other Business Relationships
            
            23Section
      6.11
            Audit;
      Cooperation
            
            23Section
      6.12
            Use
      of Name
            
            23Section
      6.13
            Allocation
      of Purchase Price for Tax Purposes
            
            23Section
      6.14
            Lease
            
            24Section
      6.15
            Employees
            
            24Section
      6.16
            Litigation
            
            24ARTICLE
      7
            CONDITIONS
            
            24Section
      7.1
            Conditions
      to Each Party’s Obligation
            
            24Section
      7.2
            Conditions
      to Obligations of Buyer
            
            24Section
      7.3
            Conditions
      to Obligation of Seller
            
            25ARTICLE
      8
            INDEMNIFICATION
            
            25Section
      8.1
            Survival
      of Representations, Warranties, Indemnities and Covenants
            
            25Section
      8.2
            Indemnification
      Provisions for the Benefit of Buyer
            
            25Section
      8.3
            Indemnification
      Provisions for the Benefit of Seller
            
            26Section
      8.4
            Maximum
      Indemnification Obligation
            
            26Section
      8.5
            Matters
      Involving Third Parties
            
            26Section
      8.6
            Right
      to Setoff
            
            27ARTICLE
      9
            MISCELLANEOUS
            
            27Section
      9.1
            Notices
            
            27Section
      9.2
            Counterparts
            
            28Section
      9.3
            Expenses
            
            28Section
      9.4
            Entire
      Agreement
            
            28Section
      9.5
            Jurisdiction;
      Service of Process; Waiver of Jury Trial
            
            29Section
      9.6
            Assignment
            
            29Section
      9.7
            Headings
            
            29Section
      9.8
            Severability
            
            29Section
      9.9
            Attorneys’
      Fees and Costs
            
            29Section 9.10
            Governing
      Law
            
            29Section
      9.11
            Amendment;
      Waiver
            
            29









ASSET
PURCHASE AGREEMENT


This
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 23, 2004, is made
and entered into by and between BRANDYWINE COMPUTER GROUP, INC., a Delaware
corporation (“Buyer”), and COMPUTER NETWORK TECHNOLOGY CORPORATION, a Minnesota
corporation (“Seller”).
  BACKGROUND
  WHEREAS,
the Buyer is engaged in the business of providing enterprise resource planning
(“ERP”), customer relationship management and supply chain management solutions,
including PeopleSoft ERP Professional Services and Microsoft Business Solutions
Services (as defined on the Microsoft website, but excluding Microsoft Outlook
and Exchange services) (the “Competing Businesses”);
  WHEREAS,
the Seller is primarily engaged in the business of providing comprehensive
storage networking solutions, products, and services;
  WHEREAS,
the Seller acquired INRANGE Technologies Corporation (“INRANGE”) in May
2003;  INRANGE is primarily engaged in the business of designing and
manufacturing switching and networking products for storage and data
networks;
  WHEREAS,
as a result of the INRANGE acquisition, the Seller is engaged in an ancillary
business of providing PeopleSoft ERP Professional Services and e-business
Professional Services performed primarily by staff located at 11611 N. Meridian,
Suite 800 Carmel, IN, 46032 and out of the offices of the Seller in Cincinnati,
Ohio (the “Purchased Business”); and
  WHEREAS,
subject to the provisions of this Agreement, Buyer desires to purchase from
Seller, and Seller desires to sell to Buyer, all of the assets used primarily in
or related primarily to the operation of the Purchased Business.
  THEREFORE,
the parties, intending to be legally bound, agree as follows:
  ARTICLE
1
  DEFINITIONS
AND USAGE
  Section
1.1 Definitions.  For purposes of this Agreement, the following terms
and variations thereof have the meanings specified or referred to in this
Section 1.1:
  “Affiliate”
shall mean with respect to a particular Person, any other Person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such particular Person.  For purposes
of this definition, (a) “control” (including “controlling,” “controlled by,” and
“under common control with”) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, and shall be construed as such term is used in the rules promulgated
under the Securities Act;
  “Bulk
Sales Laws” shall mean the bulk-transfer provisions of the Uniform Commercial
Code (or any similar Legal Requirements).
  “Business
Day” shall mean any day other than (a) Saturday or Sunday or (a) any other day
on which banks in the State of New York are permitted or required to be
closed.
  “Buyer
Indemnified Parties” shall mean Buyer and its officers, directors, and
Affiliates.
  “Buyer’s
Documents” shall mean this Agreement and the other agreements, documents and
instruments required to be delivered by Buyer in connection with the
Contemplated Transactions.
  1
  “Closing”
shall mean the consummation of the purchase and sale of the Acquired Assets and
the assumption of the Assumed Liabilities.
  “Code”
shall mean the Internal Revenue Code of 1986, as amended.
  “Confidential
Information” shall mean any and all of the following information that has been
or may hereafter be disclosed in any form, whether in writing, orally,
electronically or otherwise, or otherwise made available by observation,
inspection or otherwise by any Person or its Representatives (collectively, a
“Disclosing Party”) to another Person or its representatives (collectively, a
“Receiving Party”):  (A) all information that is a trade secret under
applicable trade secret or other applicable Legal Requirements; (B) all
information concerning product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, computer hardware, Software and computer
software and database technologies, systems, structures and architectures; (C)
all information concerning the business and affairs of the Disclosing Party
(which includes historical and current financial statements, financial
projections and budgets, tax returns and accountants’ materials, historical,
current and projected sales, capital spending budgets and plans, business plans,
strategic plans, marketing and advertising plans, publications, client and
customer lists and files, contracts, the names and backgrounds of key personnel
and personnel training techniques and materials, however documented), and all
information obtained from review of the Disclosing Party’s documents or property
or discussions with the Disclosing Party regardless of the form of the
communication; and (D) all notes, analyses, compilations, studies, summaries and
other material prepared by the Receiving Party to the extent containing or
based, in whole or in part, upon any information included in the
foregoing.
  “Consent”
shall mean any approval, consent, ratification, waiver or other
authorization.
  “Contemplated
Transactions” shall mean all of the transactions contemplated by this
Agreement.
  “Contract”
shall mean any agreement, contract, Lease, consensual obligation, promise or
undertaking (whether written or oral and whether express or implied), whether or
not legally binding.
  “Employee
Benefit Plan” shall mean any (a) nonqualified deferred compensation or
retirement plan or arrangement, (b) qualified defined contribution retirement
plan or arrangement, (c) qualified defined benefit retirement plan or
arrangement (including any multiemployer plan), or (d) employee welfare benefit
plan or material fringe benefit plan or program.
  “Encumbrance”
shall mean any charge, claim, community or other marital property interest,
condition, equitable interest, lien, option, pledge, security interest,
mortgage, right of way, easement, encroachment, servitude, right of first
option, right of first refusal or similar restriction, including any restriction
on use, voting (in the case of any security or equity interest), transfer,
receipt of income or exercise of any other attribute of ownership.
  “Environmental,
Health and Safety Liabilities” shall mean any cost, damages, expense, liability,
obligation or other responsibility arising from or under any Environmental,
Health, and Safety Laws, including those consisting of or relating
to:  (a) any environmental, health or safety matter or condition
(including on-site or off-site contamination, occupational safety and health and
regulation of any chemical substance or product); (b) any fine, penalty,
judgment, award, settlement, legal or administrative proceeding, damages, loss,
claim, demand or response, remedial or inspection cost or expense arising under
any Environmental, Health, and Safety Laws; (c) financial responsibility under
any Environmental, Health, and Safety Laws for cleanup costs or corrective
action, including any cleanup, removal, containment or other remediation or
response actions (“Cleanup”) required by any Environmental, Health, and Safety
Laws (whether or not such Cleanup has been required or requested by any
Governmental Body or any other Person) and for any natural resource damages; or
(d) any other compliance, corrective or remedial measure required under any
Environmental, Health, and Safety Laws.
  2
  The terms
“removal,” “remedial” and “response action” include the types of activities
covered by the United States Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (CERCLA).
  “Environmental,
Health, and Safety Laws” shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Resource Conservation and Recovery
Act of 1976, and the Occupational Safety and Health Act of 1970, each as
amended, together with all other applicable Legal Requirements (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges thereunder) of federal, state, local, and foreign governments (and all
agencies thereof) concerning pollution or protection of the environment, public
health and safety, or employee health and safety, including applicable Legal
Requirements relating to emissions, discharges, releases, or threatened releases
of pollutants, contaminants, or chemical, industrial, hazardous, or toxic
materials or wastes into ambient air, surface water, ground water, or lands or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of pollutants, contaminants, or
chemical, industrial, hazardous, or toxic materials or wastes.
  “Extremely
Hazardous Substance” shall mean as defined in Section 302 of the Emergency
Planning and Community Right-to-Know Act of 1986, as amended.
  “GAAP”
shall mean, at any particular time, accounting principles generally accepted in
the United States of America, consistently applied on a going concern basis and,
with respect to interim financial statements, subject to normal year-end
adjustments.
  “Governmental
Authorization” shall mean any Consent, license, registration or permit issued,
granted, given or otherwise made available by or under the authority of any
Governmental Body or pursuant to any Legal Requirement.
  “Governmental
Body” shall mean any:  (a) nation, state, county, city, town, borough,
village, district or other jurisdiction; (b) federal, state, local, municipal,
foreign or other government; (c) governmental or quasi- governmental authority
of any nature (including any agency, branch, department, board, commission,
court, tribunal or other entity exercising governmental or quasi-governmental
powers); (d) multinational organization or body; (e) body exercising, or
entitled or purporting to exercise, any administrative, executive, judicial,
legislative, police, regulatory or taxing authority or power; or (f) official of
any of the foregoing.
  “Hazardous
Materials” shall mean any “toxic substance” as defined in 15 U.S.C. ?? 2601 et
seq. on the date hereof, including materials designated on the date hereof as
“hazardous substances” under 42 U.S.C. ?? 9601 et seq. or other applicable Legal
Requirements, and toxic, radioactive, caustic, or otherwise hazardous
substances, including petroleum and its derivatives, asbestos, PCBs,
formaldehyde, chlordane and heptachlor.
  “Intellectual
Property” and “Intellectual Property Assets” shall mean (a) all inventions
(whether patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all patents, patent applications, and patent
disclosures, together with all reissuances, continuations,
continuations-in-part, revisions, extensions, and reexaminations thereof, (b)
all trademarks, service marks, trade dress, logos, together with all
translations, adaptations, derivations, and combinations thereof and including
all goodwill associated therewith, and all applications, registrations, and
renewals in connection therewith, (c) all copyrightable works, all copyrights,
and all applications, registrations, and renewals in connection therewith, (d)
all mask works and all applications, registrations, and renewals in connection
therewith, (e) all trade secrets and Confidential Information, including ideas,
research and development, know-how, formulas, compositions, manufacturing and
production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information, and
business and marketing plans and proposals), (f) all computer software
(including data and related documentation), (g) all registered domain names,
website content, website related software, and all other Internet related tools
and applications, (h) all other proprietary rights, and (i) all copies and
tangible embodiments thereof (in whatever form or medium).
  “Key
Leaders” shall mean Robert Wise, Kevin Teder, Robert Vickers, Katherine
Witsken-Unland and James Moore.
  3
  “Knowledge”
shall mean (a) an individual shall be deemed to have “Knowledge” of a particular
fact or other matter if such individual is actually aware of such fact or other
matter, or reasonably should be aware after conducting a reasonably
comprehensive inquiry as to such fact or matter; and (b) a Person other than an
individual shall be deemed to have “Knowledge” of a particular fact or other
matter if any individual who is serving, who has at any time in the twelve (12)
months prior to the Closing Date served, as an executive officer (or in any
similar capacity) of such Person has, or at any time had, Knowledge of such fact
or other matter.
  “Legal
Requirement” shall mean any federal, state, local, municipal, foreign,
international, multinational or other constitution, law, ordinance, principle of
common law, code, regulation, statute or treaty.
  “Liability”
shall mean with respect to any Person, any liability or obligation of such
Person of any kind, character or description, whether known or unknown, absolute
or contingent, accrued or unaccrued, disputed or undisputed, liquidated or
unliquidated, secured or unsecured, joint or several, due or to become due,
vested or unvested, executory, determined, determinable or otherwise, and
whether or not the same is required to be accrued on the financial statements of
such Person.
  “Material
Adverse Change” shall mean material adverse change in the business, operations,
prospects, assets, liabilities, results of operations or condition (financial or
other) of the Purchased Business.
  “Order”
shall mean any order, injunction, judgment, decree, ruling, assessment or
arbitration award of any Governmental Body or arbitrator.
  “Pending”
shall mean formal written notice, such as a complaint or similar instrument, has
been served regarding a Proceeding so as to put a party on actual notice of the
existence of the Proceeding, regardless of whether such formal notice complies
with applicable Legal Requirements.
  “Permits”
shall mean permits, franchises, licenses, variances, exemptions, orders and
approvals of all third parties necessary for the conduct of a Person’s
business.
  “Person”
shall mean an individual, partnership, corporation, business trust, limited
liability company, limited liability partnership, joint stock company, trust,
unincorporated association, joint venture or other entity or a Governmental
Body.
  “Proprietary
Rights Agreement” means any agreement or arrangement, including any
confidentiality, non-competition, or proprietary rights agreement, between an
individual employee and any Person;
  “Proceeding”
shall mean any action, arbitration, audit, hearing, investigation, litigation or
suit (whether civil, criminal, administrative, judicial or investigative,
whether formal or informal, whether public or private) commenced, brought,
conducted or heard by or before, or otherwise involving, any Governmental Body
or arbitrator.
  “Record”
shall mean information that is inscribed on a tangible medium or that is stored
in an electronic or other medium and is retrievable in perceivable
form.
  “Securities
Act” shall mean the Securities Act of 1933, as amended.
  “Seller
Indemnified Parties” shall mean Seller and its officers, directors, and
Affiliates.
  “Seller’s
Documents” shall mean this Agreement and the other agreements, documents and
instruments required to be delivered by Seller in connection with the
Contemplated Transactions.
  “Software”
shall mean all computer software and subsequent versions thereof, including
source code, object, executable or binary code, objects, comments, screens, user
interfaces, report formats, templates, menus, buttons and icons and all files,
data, materials, manuals, design notes and other items and documentation related
thereto or associated therewith.
  4
  “Tangible
Personal Property” shall mean all tangible personal property and interests
therein, including all machinery, equipment, furniture and furnishings, tools,
office equipment, computer hardware and Software, office supplies, materials,
and other items of tangible personal property of every kind owned by Seller that
is exclusively or primarily used, held for use or intended to be used in the
operation or conduct of the Purchased Business (wherever located and whether or
not carried on Seller’s books), together with any express or implied warranty by
the manufacturers or Seller or lessors of any item or component part thereof and
all maintenance records and other documents relating thereto, unless part of the
Excluded Assets.
  “Tax”
shall mean any income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, property, environmental, windfall profit,
customs, vehicle, airplane, boat, vessel or other title or registration, capital
stock, franchise, employees’ income withholding, foreign or domestic
withholding, social security, unemployment, disability, real property, personal
property, sales, use, transfer, value added, alternative, add-on minimum and
other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever
and any interest, penalty, addition or additional amount thereon imposed,
assessed or collected by or under the authority of any Governmental Body or
payable under any tax-sharing agreement or any other Contract.
  “Tax
Return” shall mean any return (including any information return), report,
statement, schedule, notice, form, declaration, claim for refund or other
document or information filed with or submitted to, or required to be filed with
or submitted to, any Governmental Body in connection with the determination,
assessment, collection or payment of any Tax or in connection with the
administration, implementation or enforcement of or compliance with any Legal
Requirement relating to any Tax.
  “Third
Party” shall mean a Person that is not a party to this Agreement.
  “Third-Party
Claim” shall mean any claim against any Indemnified Person by a Third Party,
whether or not involving a Proceeding.
  “Transferred
Employees” shall mean the employees of the Seller listed in Schedule
3.
  “UFTA”
shall mean the Uniform Fraudulent Transfer Act.
  Section
1.2 Usage.
  (a)
Interpretation.  In this Agreement, unless a clear contrary intention
appears:  (i) the singular number includes the plural number and vice
versa; (ii) reference to any Person includes such Person’s successors and
assigns but, if applicable, only if such successors and assigns are not
prohibited by this Agreement, and reference to a Person in a particular capacity
excludes such Person in any other capacity or individually; (iii) reference to
any gender includes each other gender; (iv) reference to any agreement, document
or instrument means such agreement, document or instrument as amended or
modified and in effect from time to time in accordance with the terms thereof;
(v) reference to any Legal Requirement means such Legal Requirement as amended,
modified, codified, replaced or reenacted, in whole or in part, and in effect
from time to time, including rules and regulations promulgated thereunder, and
reference to any section or other provision of any Legal Requirement means that
provision of such Legal Requirement from time to time in effect and constituting
the substantive amendment, modification, codification, replacement or
reenactment of such section or other provision; (vi) “hereunder,” “hereof,”
“hereto,” and words of similar import shall be deemed references to this
Agreement as a whole and not to any particular Article, Section or other
provision hereof; (vii) “including” (and with correlative meaning “include”)
means including without limiting the generality of any description preceding
such term; (viii) “or” is used in the inclusive sense of “and/or”; (ix) with
respect to the determination of any period of time, “from” means “from and
including” and “to” means “to but excluding”; and (x) references to documents,
instruments or agreements shall be deemed to refer as well to all addenda,
exhibits, schedules or amendments thereto.
  (b)
Accounting Terms and Determinations.  Unless otherwise specified
herein, all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP.
  5
  (c) Joint
Efforts.  This Agreement is the result of the joint efforts and
negotiations of the parties hereto, with each party being represented, or having
the opportunity to be represented, by legal counsel of its own choice, and no
singular party is the author or drafter of the provisions
hereof.  Each of the parties assumes joint responsibility for the form
and composition of this Agreement and each party agrees that this Agreement
shall be interpreted as though each of the parties participated equally in the
composition of this Agreement and each and every provision and part
hereof.  The parties agree that the rule of judicial interpretation to
the effect that any ambiguity or uncertainty contained in an agreement is to be
construed against the party that drafted the agreement shall not be applied in
the event of any disagreement or dispute arising out of this
Agreement.
  ARTICLE
2
  SALE OF
ASSETS
  Section
2.1 Covenants of Sale and Purchase of Acquired Assets.  Upon the terms
and subject to the conditions set forth in this Agreement, at the Closing,
Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer
shall purchase and acquire from Seller in exchange for the consideration
described in Section 2.5, free and clear of any Encumbrance, all of Seller’s
right, title and interest in and to all of Seller’s property and assets, real,
personal or mixed, tangible and intangible, of every kind and description,
wherever located, which are used primarily in or related to the operation of the
Purchased Business, including the following (but excluding the Excluded Assets)
(collectively, the “Acquired Assets”):
  (a)
Tangible Personal Property.  All Tangible Personal Property used
primarily in or related primarily to the operation of the Purchased Business,
including those items described in Schedule 2.1(a) hereto;
  (b)
Intangible Property.  All of the intangible rights and property of
Seller used primarily in or related primarily to the operation of the Purchased
Business, including the name “INRANGE Consulting”, and the right to conduct the
business of the Purchased Business under such name, the right to use the name
“INRANGE Consulting” and any variations or derivatives thereof for an internet
domain name (other than “INRANGE” (standing alone), “INRANGE Technologies” or
“INRANGE Professional Services”) the Intellectual Property Assets, the going
concern value, and goodwill;
  (c)
Seller Contracts.  (1) All Contracts of Seller related primarily to
the Purchased Business (a) under which such Seller has or may acquire any rights
or benefits; (b) under which the Seller has or may become subject to any
obligation or liability; or (c) by which  Seller or any of the
Acquired Assets is or may become bound (“Seller Contracts”), unless part of the
Excluded Assets and/or the Retained Liabilities (as defined below) and (2) all
outstanding offers or solicitations made by or to Seller to enter into any
Seller Contract related primarily to the Purchased Business. For the sake of
clarity, the Seller Contracts shall include rights in contracts originated by
Seller in its Cincinnati location and performed by Indianapolis based staff of
the Purchased Business;
  (d)
Accounts Receivable.  All (a) trade accounts receivable and other
rights to payment from customers of Seller and the full benefit of all security
for such accounts or rights to payment, including all trade accounts receivable
representing amounts receivable in respect of goods shipped or products sold or
services rendered to customers of Seller, (b) other accounts or notes receivable
of Seller and the full benefit of all security for such accounts or notes and
(c) any claim, remedy or other right related to any of the foregoing and other
receivables, in each case, arising primarily out of the operation of the
Purchased Business, except for those accounts receivable set forth on Schedule
2.2(d) (the accounts listed in items (a), (b) and (c), collectively, “Accounts
Receivable”);
  (e)
Franchises, Licenses and Permits.  All franchises, licenses,
certificates, and Permits from third parties, including, but not limited to,
Governmental Authorizations and all pending applications therefor or renewals
thereof, used primarily in or related primarily to the operation of the
Purchased Business, in each case to the extent transferable to
Buyer;
  (f)
Business Information and Records.  All financial books, data and
Records (whether on paper, computer storage media or any other form) used
primarily in or related primarily to the operation of the Purchased Business,
including customer lists, customer Records and information, customer prospects,
sales plans, business plans, referral sources, research and development reports
and Records, production reports and Records, service and warranty Records,
purchase and sales Records, operating guides and manuals, financial and
accounting Records, creative materials, advertising materials, stationary,
marketing and promotional materials, studies, reports, correspondence and other
similar documents and Records and copies of all personnel Records;
  6
  (g)
Insurance Benefits.  All insurance benefits, including rights and
proceeds, arising from or relating to the Acquired Assets or the Assumed
Liabilities prior to the Closing Date, unless expended in accordance with this
Agreement;
  (h)
Claims Against Third Parties.  All claims of Seller against any Third
Party relating to the Acquired Assets, whether choate or inchoate, known or
unknown, contingent or noncontingent;
  (i)
Leased Property.  The leased property set forth on
Exhibit
  2.1(i);
  (j) Other
Assets.  All other tangible and intangible assets of Seller used
primarily in or related primarily to the operation of the Purchased Business,
whether or not carried at value or listed on the books and Records of Seller,
and whether or not in the possession of Seller or others.
  Notwithstanding
the foregoing, the transfer of the Acquired Assets pursuant to this Agreement
shall not include the assumption of any Liability related to the Acquired Assets
unless Buyer expressly assumes that Liability pursuant to Section
2.3(a).
  Section
2.2 Excluded Assets.  Notwithstanding anything to the contrary
contained in Section 2.1 or elsewhere in this Agreement, the following assets of
Seller (collectively, the “Excluded Assets”) are not part of the sale and
purchase contemplated hereunder, are excluded from the Acquired Assets and shall
remain the property of Seller after the Closing:
  (a) all
cash and cash equivalents on hand in banks, certificates of deposit, money
market certificates, commercial paper and securities;
  (b) all
claims for refund of Taxes and other governmental charges of whatever nature
relating to a tax period or event occurring prior to the Closing
Date;
  (c) all
rights in connection with and assets of any Employee Benefit Plan;
  (d) the
accounts receivable set forth on Schedule 2.2(d); and
  (e) all
rights, claims and causes of action related to the Excluded Assets and Retained
Liabilities.
  Section
2.3 Liabilities.
  (a)
Assumed Liabilities.  On the Closing Date, Buyer shall assume and
agree to discharge only (i) the Accrued Vacation and Severance Pay listed on
Schedule 2.3(a) hereto (“Accrued Vacation and Severance Pay”), and
  (i)the Liabilities arising on
or after the Closing Date under the Seller Contracts included in the Acquired
Assets, other than any Liability of Seller arising out of or relating to a
breach of any such Seller Contract that occurred prior to the Closing Date (the
“Assumed Liabilities”).
  (b)
Retained Liabilities.  Except for the Assumed Liabilities specifically
assumed under Section 2.3(a), Buyer does not assume any liabilities, obligations
and commitments of Seller or its Affiliates that have been created, or have
arisen, or arise out of any event occurring prior to the Closing, all of which
shall be retained and paid, performed and discharged when due by Seller, and
Buyer does not assume any other liability or obligation of Seller or its
Affiliates of whatever nature, whether presently in existence or arising
hereafter (collectively, the “Retained Liabilities”). For greater certainty,
Retained Liabilities shall mean every Liability of Seller other than the Assumed
Liabilities, including, without limitation:
  (i)any Liability to Seller’s
customers incurred by Seller prior to the Closing Date;
  7
  (ii)any Liability under any
Contract not assumed by Buyer under Section 2.1(c);
  (iii)any Liability under any
Seller Contract assumed by Buyer pursuant to Section 2.1(c) that arises after
the Closing Date but that arises out of or relates to any breach that occurred
prior to the Closing Date;
  (iv)any Liability for Taxes,
including (A) any Taxes arising as a result of Seller’s operation of its
business or ownership of the Acquired Assets prior to the Closing Date, (B) any
Taxes for which Seller may be held liable that shall arise as a result of the
Contemplated Transactions, and (C) any deferred Taxes of any
nature;
  (v)any Liability arising
primarily out of or relating primarily to an Excluded Asset;
  (vi)any Environmental, Health
and Safety Liabilities arising out of or relating to the operation of the
Purchased Business or Seller’s leasing, ownership or operation of real
property;
  (vii)any Liability under any
Employee Benefit Plans or relating to payroll, vacation, sick leave, workers’
compensation, unemployment benefits, pension benefits, employee stock option or
profit- sharing plans, health care plans or benefits or any other employee plans
or benefits of any kind for Seller’s employees or former employees or both,
except for Accrued Severance and Vacation Pay;
  (viii)any Liability under any
employment, severance, retention or termination agreement with any employee of
Seller or any of their Related Persons except for Accrued Severance and Vacation
Pay;
  (ix)any Liability arising out
of or relating to any employee grievance arising with respect to Seller prior to
the Closing Date, whether or not the affected employees are subsequently hired
by Buyer;
  (x)any Liability of Seller
arising out of any Proceeding that is Pending as of the Closing Date, including,
but not limited to, any Proceeding initiated by Joe Huffine against Seller or
any Affiliates thereof or any Proceeding initiated by Rodney Brown against
Seller, Robert Wise, Kevin Teder or any Affiliate thereof;
  (xi)any Liability arising out
of any Proceeding commenced after the Closing Date and arising out of or
relating to any occurrence or event happening prior to the Closing
Date;
  (xii)any Liability arising out
of or resulting from Seller’s compliance or noncompliance with any Legal
Requirement or any Order of any Governmental Entity; and
  (xiii)any Liability of Seller
based upon Seller’s acts, errors or omissions occurring on or prior to the
Closing Date.
  Section
2.4 Consents of Third Parties.  Notwithstanding anything in this
Agreement to the contrary, this Agreement shall not constitute an agreement to
assign any asset or any claim or right or any benefit arising under or resulting
from such asset if an attempted assignment thereof, without the consent of a
third party, would constitute a breach or other contravention of the rights of
such third party, would be ineffective with respect to any party to an agreement
concerning such asset, or would in any way adversely affect the rights of Seller
or, upon transfer, Buyer under such asset.  If any transfer or
assignment by Seller to, or any assumption by Buyer of, any interest in, or
liability, obligation or commitment under, any asset requires the consent of a
third party, then such assignment or assumption shall be made subject to such
consent being obtained.   To the extent any assigned Contract may
not be assigned to Buyer by reason of the absence of any such consent, Buyer
shall not be required to assume any Assumed Liabilities arising under such
assigned Contract. If any such consent is not obtained prior to the Closing,
Seller and Buyer shall cooperate in any lawful and reasonable arrangement
reasonably proposed by Buyer under which Buyer shall obtain the economic claims,
rights and benefits under the asset, claim or right with respect to which the
consent has not been obtained in accordance with this Agreement (offset by any
related Liabilities which otherwise would have been assumed).  Such
arrangement may include (i) the subcontracting, sublicensing or subleasing to
Buyer of any and all rights of Seller against the other party to such
third-party agreement arising out of a breach or cancellation thereof by the
other party, and (ii) the enforcement by Seller of such rights.
  8
  Section
2.5 Purchase Price.
  (a) The
consideration for the Acquired Assets shall be the assumption of the Assumed
Liabilities, plus an amount (the “Purchase Price”) equal to the Down Payment
Amount, the Year One Payment, the Leader Retention Payments, the Installment
Payments and the Contingent Payment (each as defined below).
  (b) The
Purchase Price shall be paid to Seller as follows:
  (i)A payment of $300,000 (the
“Down Payment Amount”), shall be paid to Seller at the Closing;
  (ii)A payment of $300,000 (the
“Year One Payment”) shall be paid to Seller within sixty (60) Business Days of
the first anniversary of the Closing Date;
  (iii)A payment of $40,000 for
each of the five Key Leaders (each a “Leader Retention Payment”) shall be paid
to Seller within sixty(60) Business Days of the first anniversary of the Closing
Date.  Seller shall forthwith pay a Leader Retention Payment to each
Key Leader employed by Buyer on the date of the Leader Retention Payments and
shall be entitled to retain those payments for each Key Leader no longer
employed by Buyer on that date if such Key Leader has terminated his or her
employment with Buyer other than for Good Reason, death or without Cause (as
“Good Reason” and “Cause” are defined in the respective Employment
Agreement);
  (iv)An installment payment of
$400,000 (each, an “Installment Payment”) shall be paid to Seller within sixty
(60) Business Days of each of the second, third and fourth anniversaries of the
Closing Date (the aggregate amount of which is equal to $1,200,000);
and
  (v)A contingent payment as per
the terms set out in Schedule 2.5(v) hereto (“Contingent Payment”).
  (c) No
portion of the Purchase Price shall bear interest.
  (d)
Purchase Price Adjustment.
  (i)Within 100 days after the
Closing Date, with the cooperation and support of the Seller, Buyer shall cause
to be prepared an unaudited balance sheet for the Purchased Business as of the
Closing Date (the
“Closing Balance Sheet”).  Buyer shall deliver the Closing Balance
Sheet to the Seller, together with an initial calculation of the actual net
assets of the Purchased Business.
  9
  (ii)The Seller shall have 30
days after the receipt of the Closing Balance Sheet to review and to provide
written notice of its acceptance of, or disagreement with, such
statements.  In case of disagreement, the Seller shall deliver to
Buyer within such 30-day period restated Financial Statements of the Purchased
Business as of the Closing Date (the “Seller Closing Balance Sheet”), together
with a statement setting forth in reasonable detail, the revised net
assets.  If no such notice is sent within such 30-day period, then the
Buyer’s calculation of the net assets shall constitute the “Final Net
Assets”.
  (iii)Unless Buyer objects in
writing within 15 days after receipt of the Seller Closing Balance Sheet
referred to above to the completeness or accuracy of such statements, such
Seller Closing Balance Sheet shall constitute the “Final Closing Balance Sheet”
and the revised net assets shall constitute the “Final Net
Assets”.  In the event Buyer makes such objection within such 15-day
period, the Seller and Buyer each agree to use their best efforts to resolve the
dispute.  In the event such dispute is not resolved within 20 days
following a notice of objection, Buyer or the Seller may elect to have the
dispute resolved by Deloitte & Touche. Seller and Buyer hereby agree that
the results of such independent accounting firm shall be conclusive and binding
on each of them and the financial statements and purchase price adjustment as
approved by such firm shall constitute the “Final Closing Balance Sheet” and the
“Final Net Assets”.
  (iv)If the Final Net Assets is
equal to $1,000,000, then there shall be no re-payment from the Seller to Buyer
and the Buyer shall not be required to pay any additional cash in respect of
Purchase Price to the Seller.  If the Final Net Assets is less than
$1,000,000 then Seller shall pay to Buyer an amount equal to such difference, by
wire transfer of immediately available funds within five Business
Days.  If the Final Net Assets is greater than $1,000,000 then Buyer
shall pay to the Seller an amount equal to such excess, by wire transfer of
immediately available funds within five Business Days.
  (v)Buyer agrees that if the
valuation of any accounts receivable are reduced through either write-off or
reserve in the determination of Final Net Assets, Seller reserves the right to
collect on those accounts and retain any collections in excess of the final
valuation.  Seller also reserves the right to collect on accounts
retained by Seller and listed in Schedule 2.2(d), regardless of any write-off or
reserve.
  (e)
Events of Acceleration.  During the Installment Payment Period, in the
event of the bankruptcy or insolvency of Buyer or Buyer making an assignment for
the benefit of its creditors, the Contingent Consideration shall be deemed to
equal $2,000,000, and all payments contemplated by this Agreement shall be
immediately due and payable.
  ARTICLE
3
  CLOSING,
ITEMS TO BE DELIVERED, FURTHER ASSURANCES, AND CLOSING DATE
  Section
3.1 Closing.  The Closing shall take place at the office of Drinker
Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, PA 19103-6996
fax: (215) 988-2757 at 9 a.m., local time, on the date that is no later than the
third Business Day following satisfaction or waiver of all of the conditions to
Closing set forth in Article 7, or at such other time, place and date as Buyer
and Seller mutually agree.  The date upon which the Closing actually
occurs is referred to as the “Closing Date.”
  Section
3.2 Conveyance and Delivery by Seller.  On the Closing Date, Seller
shall surrender and deliver possession of the Acquired Assets to Buyer and take
such steps as may be required to put Buyer in actual possession and operating
control of the Acquired Assets, and in addition shall deliver to Buyer such
bills of sale and assignments and other good and sufficient instruments and
documents of conveyance, in form reasonably satisfactory to Buyer, as shall be
necessary and effective to transfer and assign to, and vest in, Buyer all of
Seller’s right, title, and interest in and to the Acquired Assets free and clear
of any Encumbrance or restriction of any kind.
  Without
limiting the generality of the foregoing, at the Closing, Seller shall deliver
to Buyer:
  (a) the
Bill of Sale, substantially in the form of Exhibit A hereto, duly executed by
Seller (the “Bill of Sale”);
  10
  (b) the
Employment Agreements, substantially in the form of Exhibit B-1 hereto, duly
executed by each of Kevin Teder and Robert Wise (each, an “Employment
Agreement”) and the offer letter substantially in the form of Exhibit B-2 duly
executed by Robert Vickers, Katherine Witsken-Unland and James Moore (each, an
“Offer Letter”);
  (c) the
General Assignment and Assumption Agreement related to the assigned Seller
Contracts, Permits, Government Authorizations and other Acquired Assets,
substantially in the form of Exhibit C hereto, duly executed by Seller (the
“General Assignment and Assumption Agreement”);
  (d) the
Trademark Assignment related to the assigned Intellectual Property Assets,
substantially in the form of Exhibit D hereto, duly executed by Seller (the
“Trademark Assignment”);
  (e) such
other good and sufficient instruments of conveyance and transfer (collectively
the “Other Instruments” and together with the Bill of Sale, the General
Assignment and Assumption Agreement, the Trademark Assignment, the “Instruments
of Assignment”);
  (f) the
Transition Services Agreement; substantially in the form of Exhibit E hereto,
duly executed by Seller (the “Transition Services Agreement”);
  (g) the
Operating Agreement; substantially in the form of Exhibit F hereto, duly
executed by Seller (the “Operating Agreement”);
  (h)
executed copies of any Consents; and
  (i) a
certificate, dated the Closing Date, executed by the Secretary of Seller,
certifying as to (a) Seller’s certificate of incorporation, (b) Seller’s
by-laws, (c) resolutions with respect to the transactions contemplated by this
Agreement adopted by Seller’s board of directors and attached to such
certificate, and (d) incumbency and signatures of the persons who have executed
this Agreement and any other documents, certificates and agreements to be
executed and delivered at the Closing pursuant to this Agreement on behalf of
Seller.
  (j)
Seller’s unaudited balance sheet as of December 31, 2003 and December 31, 2002,
and related statements of income for the years ending December 31, 2003 and
2002, and statement of accounts receivable as of April 21, 2004 for the
Purchased Business, in each case prepared in accordance with GAAP and to the
approval of Buyer and Deloitte & Touche.
  Section
3.3 Delivery by Buyer.  On the Closing Date, Buyer shall deliver to
Seller:
  (a) An
amount equal to the Down Payment Amount, by wire transfer of immediately
available funds to the account specified in writing to Buyer prior to the
Closing Date;
  (b) the
Bill of Sale, substantially in the form of Exhibit A hereto, duly executed by
Buyer;
  (c) the
Undertaking, whereby Buyer shall assume and agree to perform, pay or discharge
the Assumed Liabilities, substantially in the form of Exhibit G hereto, duly
executed by Buyer (the “Undertaking”);
  (d) the
General Assignment and Assumption Agreement related to the assigned Seller
Contracts, Permits and other Acquired Assets, substantially in the form of
Exhibit C hereto, duly executed by Buyer;
  (e) such
other instruments or agreements (collectively the “Instruments of Assumption”)
as are necessary to evidence Buyer’s assumption of and agreement to pay and
discharge the Assumed Liabilities;
  11
  (f) the
Transition Services Agreement, substantially in the form of Exhibit E hereto,
duly executed by Buyer; and
  (g) the
Operating Agreement; substantially in the form of Exhibit F hereto, duly
executed by Buyer.
  Section
3.4 Mutual Performance.  At the Closing, the parties shall also
deliver to each other the agreements and other documents referred to in Article
6.
  Section
3.5 Further Assurances.  From time to time after the Closing, at
Buyer’s request, Seller shall execute, acknowledge and deliver to Buyer such
other instruments of conveyance and transfer and shall take such other actions
and execute and deliver such other documents, certifications and further
assurances as Buyer may reasonably request in order to vest more effectively in
Buyer, or to put Buyer more fully in possession of, any of the Acquired
Assets.  Each of the parties hereto shall cooperate with the others
and execute and deliver to the other parties such other instruments and
documents and take such other actions as may be reasonably requested from time
to time by any other party hereto as necessary to carry out, evidence and
confirm the intended purposes of this Agreement.
  ARTICLE
4
  REPRESENTATIONS
AND WARRANTIES OF SELLER
  Seller
represents and warrants to Buyer as follows:
  Section
4.1 Organization.  Seller is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and authority and all
necessary governmental approvals to own, lease and operate the Acquired Assets
and to carry on the Purchased Business as now being conducted.  Seller
is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction where the conduct of the Purchased Business
requires it to be so qualified.
  Section
4.2 Enforceability; Authority; No Conflict.
  (a)
Seller has the absolute and unrestricted right, power and authority to execute
and deliver this Agreement and each of the Seller’s Documents and to perform all
the transactions contemplated hereby and thereby and such action has been duly
authorized by all necessary action by Seller’s board of
directors.  This Agreement constitutes, and when duly executed at the
Closing, each of the Seller’s Documents will constitute, the legal, valid and
binding obligation of Seller, enforceable against Seller in accordance with its
terms.
  (b)
Neither the execution and delivery of this Agreement nor the consummation or
performance of any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time): (i) conflict with or result in a
violation of or default under (A) any provision of the articles or certificate
of incorporation or bylaws or other organizational documents of Seller, (B) any
statute, order, decree, proceeding, rule, or regulation of any court or
governmental agency or body, United States or foreign, applicable to the
Purchased Business or the Assigned Assets, (ii) give any Governmental Body or
other Person the right to challenge any of the Contemplated Transactions or to
exercise any remedy or obtain any relief under any Legal Requirement or any
Order to which Seller, the Purchased Business or any of the Acquired Assets, may
be subject; (iii) contravene, conflict with or result in a default or violation
of any of the terms or requirements of, or give any Third Party or Governmental
Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any
Permit or Governmental Authorization that is held by Seller that relates to the
Purchased Business or the Acquired Assets; (iv) cause Buyer to become subject
to, or to become liable for the payment of, any Tax; (v) conflict with or result
in a violation of or default under any provision of, or give any Person the
right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or payment under, or to cancel, terminate or modify,
any of the Seller Contracts included in the Acquired Assets; or (vi) result in
the imposition or creation of any Encumbrance upon or with respect to any of the
Acquired Assets; or
  12
  (c)
Except as set forth in Schedule 4.2(c), Seller is not required to give any
notice to or obtain any Consent from any Person in connection with the execution
and delivery of this Agreement or the consummation or performance of any of the
Contemplated Transactions.
  Section
4.3 No Third Party Agreements.  There are no existing agreements,
options, commitments, or rights with, of or to any Person (including to any
Transferred Employees) to acquire the Purchased Business or any of the Acquired
Assets or any interest therein.
  Section
4.4 Financial Statements; No Material Adverse Change; No Undisclosed
Liabilities.
  (a)
Schedule 4.4(a) sets forth true and complete copies of the unaudited balance
sheet, and related statements of income, statement of changes in shareholders
equity and statements of cash flows as of December 31, 2003 and for the year
ending December 31, 2002 (collectively, the “Financial
Statements”).  All of such Financial Statements were prepared in
accordance with GAAP, consistently applied throughout the periods
involved.  The Financial Statements fairly present in all respects the
assets, and liabilities (whether accrued, absolute, contingent or otherwise) and
the results of operations of the Purchased Business as of the dates and for the
periods indicated.  Seller’s financial books and Records pertaining to
the Purchased Business are accurate and complete in all material
respects.
  (b) Since
January 1, 2004, (i) Seller has conducted the business of the Purchased Business
only in the ordinary course and (ii) there has not been any Material Adverse
Change, and no event has occurred or circumstance exists that are likely to
result in such a Material Adverse Change on the Purchased Business or the
current relationships with customers, employees, suppliers, distributors,
advertisers, subscribers of the Purchased Business.
  (c) All
of Seller’s accounts payable arising primarily out of the operation of the
Purchased Business are current and reflected properly on its books and Records,
and shall be paid in a timely manner in accordance with their terms at their
recorded amounts.
  (d)
Seller has in place appropriate financial controls and procedures and has
complied with such procedures in all material respects, and has not received a
notification or other communication from any accountants, independent auditors
or other consultants challenging the adequacy or requesting modification of such
financial controls and procedures.  Such controls and procedures (i)
are sufficient to ensure that all material information is included in the
Financial Statements and otherwise known to management, and (ii) contain no
deficiencies in the design or operation of such controls and procedures which
could materially adversely affect Seller’s ability to record, process, summarize
and report financial and other relevant information.
  Section
4.5 Ordinary Course of Business.  Since December 31, 2003, the
Purchased Business has been operated in the ordinary course of business,
consistent with past practice, and Seller has taken no unusual actions with
respect to the Purchased Business, except with the consent of Buyer and as
contemplated by this Agreement.
  Section
4.6 Assets.  Seller owns and holds, free and clear of any Encumbrance,
restriction or third-party interest of any kind whatsoever (including insurance
company payables), sole and exclusive right, title and interest in and to the
Acquired Assets.
  Section
4.7 Contracts; No Defaults.
  (a)
Schedule 4.7(a) contains an accurate and complete list, and Seller has delivered
to Buyer accurate and complete copies, of each contract to which Seller is a
party executed since January 1, 2002 or under which Seller remains obligated and
which arise primarily out of or relate primarily to the Purchased Business,
including, without limitation, the following:
  (i)Each Seller Contract that
involves performance of services by Seller of an amount or value in excess of
$10,000.00;
  13
  (ii)Each Seller Contract that
involves performance of services or delivery of goods or materials to Seller of
an amount or value in excess of $10,000.00;
  (iii)Each Seller Contract that
was not entered into in  the ordinary course of business and that
involves expenditures or receipts of Seller in excess of
$10,000.00;
  (iv)Each Seller Contract that
cannot be canceled by Seller (or any successor thereto) without penalty or
premium on no more than thirty (30) days’ notice;
  (v)Each Seller Contract that
relates to the future purchase of goods or services in excess of the
requirements of the Purchased Business at current levels or for normal operating
purposes;
  (vi)Each Seller Contract
containing covenants that in any way purport to restrict Seller’s business
activity or limit the freedom of Seller to engage in any line of business or to
compete with any Person;
  (vii)Each Seller Contract
otherwise materially affects the Purchased Business or the Acquired Assets;
and
  (viii)Each amendment,
supplement and modification (whether oral or written) in respect of any of the
foregoing.
  (b)
Except as set forth in Schedule 4.7(b), each Seller Contract identified or
required to be identified in Schedule 4.7(a) and which is to be assigned to or
assumed by Buyer under this Agreement is in full force and effect and is valid
and enforceable in accordance with its terms;
  (c)
Except as set forth in Schedule 4.7(c), no Seller Contract identified or
required to be identified in Schedule 4.7(a) and which is to be assigned to or
assumed by Buyer under this Agreement will terminate or are subject to
modification by reason of this Agreement and Seller has not received notice, of
any potential termination or modification of such Seller Contracts.
  Section
4.8 Litigation and Claims.  Except as disclosed in Schedule 4.8, there
is no Proceeding Pending or, to the Knowledge of Seller, threatened against
Seller, pertaining to the operation of the Purchased Business or any of the
Acquired Assets or Assumed Liabilities and no circumstances exist that could
reasonably form a basis for such a Proceeding to be initiated or threatened.
Seller is not subject to any outstanding order, writ, injunction or decree
which, insofar as can be reasonably foreseen, individually or in the aggregate,
in the future would cause a Material Adverse Change on either the Purchased
Business or the Acquired Assets or would prevent Seller from consummating the
Contemplated Transactions.  No voluntary or involuntary petition in
bankruptcy, receivership, insolvency or reorganization with respect to Seller,
or petition to appoint a receiver or trustee of the Seller, has been filed by or
against Seller, nor shall Seller file such a petition prior to the Closing Date
or for one hundred (100) days thereafter, and if such petition is filed by
others, the same shall be promptly discharged.  Seller has not made
any assignment for the benefit of creditors or admitted in writing insolvency or
that its property at fair valuation shall not be sufficient to pay its debts,
nor shall Seller permit any judgment, execution, attachment or levy against it
or its properties to remain outstanding or unsatisfied for more than ten (10)
days.  Seller shall not become “insolvent”, as defined in the UFTA, as
a result of consummating the Contemplated Transactions, nor shall any of the
Contemplated Transactions constitute a transfer fraudulent as to Seller’s
present or future creditors under the UFTA.
  Section
4.9 Compliance with Applicable Law.  The Purchased Business is in
compliance with all Laws and Orders of any Governmental Authority applicable to
the Purchased Business or the Acquired Assets.  Seller hold all
Permits and Governmental Authorizations, and is in material compliance with the
terms thereof, requisite in connection with the conduct of the Purchased
Business, as conducted as of the date hereof.
  14
  Section
4.10 Taxes.
  (a)
Filing of Returns.  There have been properly completed and filed on a
timely basis and in correct form all Tax Returns required to be filed on or
prior to the date hereof with respect to the Purchased Business.  As
of the time of filing, the foregoing Tax Returns correctly reflected the facts
regarding the income, business, assets, operations, activities, status or other
matters of the Purchased Business or any other information required to be shown
thereon.  An extension of time within which to file any Tax Return
with respect to the Purchased Business which has not been filed has not been
requested or granted.
  (b)
Payment of Taxes.  With respect to all amounts in respect of Taxes
imposed over with respect to the Purchased Business or for which the Seller is
or could be liable, whether to taxing authorities (as, for example, under law)
or to other persons or entities (as, for example, under tax allocation
agreements), with respect to all taxable periods (or portions thereof) ending on
or before the Closing Date, all applicable tax laws and agreements have been
fully complied with, and all such amounts required to be paid by the Seller to
taxing authorities or others on or before the date hereof have been
paid.
  (c)
Liens.  There are no liens for Taxes (other than for current Taxes not
yet due and payable) upon the Acquired Assets.
  (d) Safe
Harbor Lease Property.  None of the Acquired Assets is property which
is required to be treated as being owned by any other person pursuant to the
so-called “safe harbor lease” provisions of former section 168(f)(8) of the
Code.
  (e)
Security for Tax Exempt Obligations.  None of the Acquired Assets
directly or indirectly secures any debt the interest on which is tax exempt
under section 103(a) of the Code.
  (f) Tax
Exempt Use Property.  None of the Acquired Assets is “tax-exempt use
property” within the meaning of section 168(h) of the Code.
  (g)
Foreign Person.  The Seller is not a person other than a United States
person within the meaning of the Code.
  (h) No
Withholding.  The transactions contemplated herein are not subject to
the tax withholding provisions of Code section 3406, or of subchapter A of
Chapter 3 of the Code or of any other provision of law.
  Section
4.11 Intellectual Property.
  (a)
Except as set forth on Schedule 4.11, Seller has no trade name, service mark,
patent, copyright, trademark or other Intellectual Property, whether or not
registered, related to the Purchased Business.
  (b) The
term “Intellectual Property Assets” as it relates to the Acquired Assets and the
Purchased Business includes the name “INRANGE Consulting”, and all related
fictional business names, trading names, registered and unregistered trademarks,
service marks, and applications, but does not include the name “INRANGE”
standing alone.
  (c)
Seller has the right to use the Intellectual Property Assets listed in Schedule
4.11, and except as otherwise set forth therein, such Intellectual Property
Assets, and will be on the Closing Date, except as listed on Schedule 4.11 free
and clear of all royalty obligations and Encumbrances.  There are no
Proceedings Pending, or to the Knowledge of Seller, threatened, asserting that
the Company’s use of any of the Intellectual Property Assets listed on Schedule
4.11 infringes the rights of any Person. Seller has no Knowledge of any use of
any of the Intellectual Property constituting an infringement
thereof.
  15
  (d) To
the best of Seller’s Knowledge, all employees and consultants of Seller who have
worked on or contributed to the development of the Purchased Business’s
Intellectual Property Assets have effectively conveyed to Seller all rights such
employees or consultants may have had in such Intellectual
Property.
  (e) The
current Software applications used by Seller exclusively in the operation of the
Purchased Business are set forth and described on Schedule 4.11 hereto
(“Seller’s Software”).  Seller’s Software, to the extent it is
licensed from any third party licensor or it constitutes “off the shelf”
Software, is held by Seller under valid, binding and enforceable licenses and is
fully transferable to Buyer without any Third Party Consent.  All of
Seller’s computer hardware used in the Purchased Business has validly licensed
software installed therein.  Seller has not sold, assigned, licensed,
distributed or in any other way disposed of or encumbered Seller’s
Software.
  Section
4.12 Environment, Health, and Safety.
  (a)
Except for violations which would not cause a Material Adverse Change to the
Purchased Business:  (i) Seller and its predecessors and Affiliates
have complied with all Environmental, Health, and Safety Laws, and no Proceeding
has been filed, commenced or, to the Knowledge of Seller, threatened against
Seller alleging any failure so to comply, and (ii) Seller and its predecessors
and Affiliates has obtained and been in compliance with all of the terms and
conditions of all permits, licenses, and other authorizations that are required
under, and has complied with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules, and timetables
that are contained in, all Environmental, Health, and Safety Laws.
  (b) All
properties and equipment used in the Purchased Business by Seller and its
predecessors and Affiliates have been free of asbestos, polychlorinated
biphenyls (PCBs), methylene chloride, trichloroethylene, 1,2-
trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous
Substances.
  Section
4.13 Relationships.
  (a)
Seller has no knowledge of any present or future conditions or state of facts or
circumstances which would materially adversely affect the Purchased Business or
the Acquired Assets before and after the Closing Date.
  (b) The
customer list as set forth in Schedule 4.13(b) is a complete list of all current
customers of Seller relating to the Purchased Business as of March 31,
2004.
  (c) The
customer list as set forth in Schedule 4.13(c) lists the 10 most important
customers of the Purchased Business as a percentage of revenues for fiscal year
2003.
  (d)
Seller’s relationships with the Purchased Business’s customers, clients and
vendors are satisfactory, and Seller has no knowledge of any facts or
circumstances, including a change of control in the ownership of the Purchased
Business, that might materially alter, negate, impair or in any way materially
adversely affect the continuity of any such relationships and the Purchased
Business.
  (e)
Except as disclosed in Schedule 4.13(e), Seller has no knowledge of and has not
received notice of any complaints, claims or threats, plans or intentions to
discontinue commercial relations or transactions from any customer of the
Purchased Business or any employee or independent contractor significant to the
conduct or operation of the Purchased Business.  To Seller’s Knowledge
and except as set forth on Schedule 4.13(e), there are no currently pending
complaints from customers of the Purchased Business which are substantially
likely to have a Material Adverse Effect on the Purchased Business, and no
customer of the Purchased Business with any pending complaint or claim has
threatened to file suit against or refused to pay Seller for products or
services sold to a customer in the ordinary course of the business of the
Purchased Business.
  (f)
Seller has no knowledge of any present or future condition or state of facts or
circumstances, including a change of control in the ownership of the Purchased
Business, that would prevent the Purchased Business from being carried on after
the Closing Date in the same manner as it is presently being carried
on.
  16
  Section
4.14 Employee Benefits.
  (a)
Except as described and attached to Schedule 4.14(a), Seller is not a party to
any agreement for the employment, retention or engagement or severance of any
officer, employee, agent, advisor or consultant of the Purchased
Business.  Schedule 4.14(a) contains a correct and complete list of
all Employee Benefit Plans maintained by Seller or to which Seller or any ERISA
Affiliate (as defined below) contributes.  Seller has delivered or
made available to Parent, or will deliver as soon as practicable after the
Closing, with respect to all such Employee Benefit Plans, complete and correct
copies of the following which are in Seller’s possession or which are reasonably
available to Seller:  all plan documents, handbooks, manuals,
collective bargaining agreements and similar documents governing employment
policies, practices and procedures; the most recent summary plan descriptions
and any subsequent summaries of material modifications and all other material
employee communications discussing any employee benefit; Forms series 5500 as
filed with the IRS for the three most recent plan years (including all
attachments thereto); the most recent report of the enrolled actuary for any
plans requiring actuarial valuation; all trust agreements with respect to the
Employee Benefit Plans; plan contracts with service providers or insurers
providing benefits for participants or liability insurance for fiduciaries and
other parties in interest or bonding; the most recent annual audit and
accounting of plan assets for all funded plans; and the most recent Internal
Revenue Service (“IRS”) determination letter or opinion letter for all plans
qualified under Section 401(a) of the Code.
  (b)
Neither Seller nor any ERISA Affiliate participates in or maintains or has ever
maintained or been obligated to contribute to a multi- employer plan (as defined
in Section 3(37) of ERISA), and neither Seller nor any ERISA Affiliate has
withdrawal liability with respect to any multi- employer plan.
  (c)
Neither Seller nor any ERISA Affiliate maintains or has ever maintained or been
obligated to contribute to an employee pension benefit plan (as defined in
Section 3(2) of ERISA) subject to Title IV of ERISA.
  (d)
Seller has made full payment of all amounts it is required, under applicable law
or the terms of each Employee Benefit Plan, to have contributed thereto before
the Closing Date for all periods through and including the close of the last
plan year ending prior to the Closing Date, or proper accruals for such
contributions have been made and are reflected on its balance sheet and books
and records.  Seller will pay such contributions to the Employee
Benefit Plans for the current plan year prior to the Closing Date, or, if any
such contributions will not be due prior to the Closing Date, has made adequate
provision for reserves therefore.  All such contributions are fully
deductible by Seller for purposes of Seller’s federal income taxes, and Seller
has no actual or potential liability for the 10 percent tax imposed by Section
4972 of the Code.
  (e) All
Taxes, penalties, interest charges and other financial obligations to federal,
state and local governments and to participants or beneficiaries under the
Employee Benefit Plans with respect to any period ending on or before the
Closing Date have been or will be met in full on or before the Closing
Date.
  (f) All
reports, returns, notices and similar documents with respect to the Employee
Benefit Plans required to be filed with any governmental agency or distributed
to any benefit Plan participant or beneficiary have been duly and timely filed
or distributed.
  (g) Each
Employee Benefit Plan required to be listed on Schedule 4.14(a_ that is intended
to be qualified under Section 401 of the Code is (and from its establishment has
been) the subject of a favorable determination letter or opinion letter issued
by the IRS, and no such determination letter or opinion letter has been revoked
nor, to Seller’s knowledge, has revocation been threatened, nor has any Employee
Benefit Plan been amended since the date of its most recent determination letter
or application therefore in any respect which would adversely affect its
qualification or materially increase its cost, and no Employee Benefit Plan has
been amended in a manner that would require security to be provided in
accordance with Section 401(a)(29) of the Code.  Each trust maintained
under any such Employee Benefit Plan is (and from its establishment has been)
exempt from federal income tax under Section 501 of the Code.
  (h) Each
Employee Benefit Plan required to be listed on Schedule 4.14(a) complies, in
both form and operation, with the applicable requirements of ERISA, the Code and
other applicable law.  There are no pending investigations by any
governmental agency involving such Employee Benefit Plans, no termination
proceedings involving the Employee Benefit Plans, and, to Seller’s knowledge, no
threatened or pending claims (except for routine claims for benefits), suits or
proceedings against any Employee Benefit Plan or asserting any rights or claims
to benefits under any Employee Benefit Plan which could give rise to any
liability nor, to Seller’s knowledge are there any facts which could give rise
to any liability in the event of any such investigation, claim, suit or
proceeding.
  17
  (i)
Neither Seller nor any “party in interest” (as defined in Section 3(14) of
ERISA) or “disqualified person” (as defined in Section 4975(e)(2) of the Code)
with respect to any Employee Benefit Plan has engaged in a “prohibited
transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA)
for which a statutory, administrative, or regulatory exemption is not
available.  No Employee Benefit Plan has been (or will be as a result
of the transactions contemplated hereby) completely or partially terminated or
has been (or will be as a result of the transactions contemplated hereby)
subject to a “reportable event” (as defined in Section 4043 of ERISA) or to any
event requiring disclosure under Section 4062(e) or 4063(a) of
ERISA.
  (j)
Seller is in full compliance with the continuation coverage requirements of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the
health insurance obligations (sometimes referred to as “HIPAA”) imposed by
Section 9801 of the Code and Part 7 of Subtitle B of Title I of
ERISA.
  (k) Other
than the group health plan continuation coverage requirements required by
applicable law (as described in subsection (m) above), the cost of which is
fully paid by the former employee or his or her dependent, Seller does not
maintain retiree life or retiree health plans providing for continuing coverage
for any employee or any beneficiary of an employee after the employee’s
termination of employment.
  (l) Prior
to the Closing Date, Seller will not establish any new Employee Benefit Plan for
the employees of Seller, except with the written consent of Parent, nor will
Seller amend or modify any existing Employee Benefit Plan as to any benefit or
in any other way, except with the written consent of Parent.
  (m)
Except as set forth on Schedule 4.14(m), Seller is not a party to any oral or
written agreement with any director, executive, officer or other key employee,
the benefits of which are contingent on the terms of which are materially
altered or permit termination, upon the occurrence of a transaction of the
nature contemplated by this Agreement, and which provides for payments to any
such person, or agreement or plan, including any stock option plan, stock
appreciation rights plan, restricted stock plan or stock purchase plan, any of
the benefits of which will be increased, or the vesting of which will be
accelerated, by the occurrence of any of the transactions contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transaction contemplated by this Agreement.
  (n) As
used herein “ERISA” means the Employee Retirement Income Security Act of 1974,
as amended, and any successor law, and regulations and rules issued pursuant
thereto. “ERISA Affiliate” means any trust, escrow or other agreement related
thereto, that is maintained or contributed to by the Seller or any other
corporation or trade or business controlled by, controlling, or under common
control with the Seller (within the meaning of section 414 of the Code or
section 4001(a)(14) or 4001(b) of ERISA).
  Section
4.15 Employees.
  (a)
Schedule 4.15(a) contains a true and complete list of the following information
for each employee of the Seller working exclusively or primarily for the
Purchased Business, including each employee on leave of absence or layoff
status:
  (i)Employee name
  (ii)Job title
  (iii)Department (if
applicable)
  18
  (iv)Indicate Billable/Non
Billable
  (v)Hourly Rate
  (vi)Annual Salary
(Current)
  (vii)Gross Salary
2003
  (viii)Bonus paid
2003
  (ix)Hire date
  (x)Vacation
accrued
  (xi)Service credited for
purposes of vesting and eligibility to participate under any Purchased
Business’s pension, retirement, profit-sharing, option, cash bonus, ownership
plan)
  (xii)Severance pay
  (xiii)Proprietary Right
Agreement
  (xiv)Social Security
Number
  (xv)Copies of performance
reports
  (xvi)All disciplinary
records
  (b)
Schedule 4.15(b) contains a correct and complete description of Seller’s
performance measurement and compensation policies and procedures as they relate
to employees of the Purchased Business in effect as of the Closing Date and for
the year prior to the Closing Date.
  (c) To
Seller’s knowledge, after due inquiry, no employee of the Purchased Business is
a party to, or is otherwise bound by, any Proprietary Rights Agreement that in
any way materially adversely affects or will affect (i) the performance of his
duties as a Transferred Employee, or
  (i)the ability of the Purchased
Business to conduct its business, including any Proprietary Rights Agreement
with the Seller by any such employee. To the Seller’s Knowledge, no Key Leader
or other employee of the Purchased Business intends to terminate his employment
with such Purchased Business as a result of the Contemplated
Transactions.
  Section
4.16 Labor Relations; Compliance.
  (a)
Neither the Seller nor the Purchased Business is a party to any collective
bargaining or other labor Contract. There is not presently pending or existing,
and to Seller’s Knowledge, there is not threatened against or affecting the
Purchased Business:
  (i)any strike, slowdown,
picketing, work stoppage, or employee grievance process;
  (ii)any Proceeding against or
affecting the Purchased Business relating to the alleged violation of any Legal
Requirement pertaining to labor relations or employment matters, including any
charge or complaint filed by an employee or union with the National Labor
Relations Board, the Equal Employment Opportunity Commission, or any comparable
Governmental Body, organizational activity, or other labor or employment dispute
against or affecting the Purchased Business or its premises; or
  19
  (iii)any application for
certification of a collective bargaining agent.
  (b) To
Seller’s Knowledge, no event has occurred or circumstance exists that could
provide the basis for any work stoppage or other labor dispute. There is no
lockout of any employees by the Purchased Business, and no such action is
contemplated by the Purchased Business.  The Seller and the Purchased
Business have complied with all Legal Requirements relating to employment, equal
employment opportunity, nondiscrimination, immigration, wages, hours, benefits,
collective bargaining, the payment of social security and similar taxes,
occupational safety and health, and office closing.  Neither the
Seller nor the Purchased Business are liable for the payment of any
compensation, damages, taxes, fines, penalties, or other amounts, however
designated, for failure to comply with any of the foregoing Legal
Requirements
  Section
4.17 Accounts Receivable.  Schedule 4.17 contains a true and complete
aging report of all of the Accounts Receivable relating to the Purchased
Business as of April 21, 2004. All Accounts Receivable relating to the Purchased
Business, except as set forth on Schedule 4.17, represent bona fide claims of
Seller (or its predecessors) against debtors for sales, services performed or
other charges arising on or before April 21, 2004, and all the goods delivered
and services performed which gave rise to said accounts were delivered or
performed in accordance with the applicable orders, Contracts or customer
requirements. The Accounts Receivable are subject to no defenses, counterclaims
or rights of setoff and are fully collectible in the ordinary course of Seller’s
business without cost in collection efforts therefor, except as set forth on
Schedule 4.17 and except to the extent of the appropriate reserves for bad debts
on the Accounts Receivable as set forth in Schedule 4.17.
  Section
4.18 Insurance.  Schedule 4.18 lists all insurance policies (by policy
number, insurer, location or property insured, annual premium, premium payment
dates, expiration date and type of coverage) held by Seller relating to the
Purchased Business, properties and employees of the Purchased Business, copies
of which have been provided to Buyer. All such insurance policies are in full
force and effect and in such amounts and provide coverages that are reasonable
and customary in light of the business, operations and properties of the
Purchased Business.
  Section
4.19 Brokers.  No Person will have, as a result of the transactions
contemplated by this Agreement, any valid right to, interest in or claim upon
Seller for any commission, fee or other compensation as a finder or broker
because or any act or omission by Seller.
  Section
4.20 Disclosure.  None of the representations and warranties of Seller
set forth in this Agreement or in the attached Schedules, notwithstanding any
investigation thereof by Buyer, contains any untrue statement of a material
fact, or omits the statement of any material fact necessary to render the
statements made not misleading.
  ARTICLE
5
  REPRESENTATIONS
AND WARRANTIES OF BUYER
  Buyer
represents and warrants to Seller as follows:
  Section
5.1 Organization.  Buyer is a is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all necessary corporate power to own all of its property and assets, to incur
all of its liabilities and to carry on its business as presently
conducted.
  Section
5.2 Authority.  Buyer has the absolute and unrestricted right, power
and authority to execute and deliver this Agreement and each of the Buyer’s
Documents and to perform all the transactions contemplated hereby and thereby
and such action has been duly authorized by all necessary action by Buyer’s
board of directors.  This Agreement constitutes, and when duly
executed at the Closing, each of the Buyer’s Documents will constitute, the
legal, valid and binding obligation of Seller, enforceable against Buyer in
accordance with its terms.
  20
  Section
5.3 Consents and Approvals; No Violations.  Neither the execution and
delivery of this Agreement nor the consummation or performance of any of the
Contemplated Transactions will, directly or indirectly (with or without notice
or lapse of time): conflict with or result in a violation of or default under
(i) any provision of the articles or certificate of incorporation or bylaws or
other organizational documents of Buyer, (ii) any statute, order, decree,
proceeding, rule, or regulation of any court or governmental agency or body,
United States or foreign, applicable to Buyer.
  Section
5.4 Brokers.  No Person other than Bayme Capital Group will have, as a
result of the transactions contemplated by this Agreement, any valid right to,
interest in or claim upon Buyer for any commission, fee or other compensation as
a finder or broker because or any act or omission by Buyer.
  Section
5.5 Disclosure.  None of the representations and warranties of Buyer
set forth in this Agreement, notwithstanding any investigation thereof by
Seller, contains any untrue statement of a material fact, or omits the statement
of any material fact necessary to render the statements made not
misleading.
  ARTICLE
6
  ADDITIONAL
AGREEMENTS
  Section
6.1 Non-Competition, Non-Solicitation, and Non- Disparagement
Covenants.
  (a)
Non-Compete Covenant.  The Seller agrees that Seller and any
subsidiaries or Affiliates thereof, shall not, during the period commencing on
the Closing Date and continuing through each year in which the Installment
Payment contemplated by Section 2.5(b)(iv) has been fully paid, if due, for the
preceding year (the “Restricted Period”), engage in, or be or become the owner
of an equity interest in, or otherwise consult with, be employed by, or
participate in a business of, any entity engaged in the business which competes
with the Competing Businesses within the United States (the “Restricted Area”)
(this covenant is referred to herein as the “Non-Compete
Covenant”).
  (b)
Non-Solicitation Covenant.  Without limiting the foregoing, the
parties and any subsidiaries or Affiliates thereof, shall not during the two
years following the Closing Date, hire any employees of the other party or its
Affiliates (the “Non-Solicitation Covenant”).
  (c)
Non-Disparagement Covenant.  After the Closing Date, neither of the
parties shall disparage the other party, nor any of the other party’s respective
shareholders, directors, officers, employees or agents.
  (d)
Voluntary.  The parties acknowledge and agree that the Non- Compete
Covenant and Non-Solicitation Covenant are being entered into voluntarily and
for consideration and that, given the nature and geographic scope of the
Competing Businesses, the Restricted Period and the Restricted Area are
reasonable in time and space.
  (e)
Notwithstanding anything in this Agreement to the contrary, the covenants set
forth in this Section 6.2 shall not be held invalid or unenforceable because of
the scope of the territory or actions subject hereto or restricted hereby, or
the period of time within which such covenants are imperative; but the maximum
territory, the actions subject to such covenants, and the period of time in
which such covenants are enforceable, respectively, are subject to determination
by a final judgment of any court which had jurisdiction over the parties and
subject matter.
  Section
6.2 Remedy for Breach of Covenants.  In the event of a breach of the
provisions of Section 6.1, the other party shall be entitled to injunctive
relief as well as any other applicable remedies at law or in
equity.  Should a court of competent jurisdiction declare any of the
covenants set forth in Section 6.1 unenforceable due to an unreasonable
restriction, duration, geographical area or otherwise, the parties agree that
such court shall be empowered and shall grant the party or its Affiliates
injunctive relief to the extent reasonably necessary to protect its respective
interests.  The parties acknowledge that the covenants set forth in
Section 6.1 represent an important element of the value of the Acquired Assets
and were a material inducement for them to enter into this
Agreement.
  21
  Section
6.3 Successor Rights.  The covenants contained in Section 6.2 shall
inure to the benefit of and obligate any acquirer or successor in interest of
each party by way of merger, consolidation, sale or other
succession.  For greater certainty, any sale by Seller of its ERP and
e- business professional services located in Cincinnati shall require the
express written assumption of these covenants by such Third Party
acquirer.
  Section
6.4 Transition Services Agreement.  At the Closing, Buyer and Seller
shall enter into the Transition Services Agreement, substantially in the form of
Exhibit E, pursuant to which the Seller shall provide, or cause to be provided,
to the Buyer and the Purchased Business certain transition services, as set
forth therein for a period of sixty (60) days after the Closing
Date.
  Section
6.5 Operating Agreement.  At the Closing, Buyer and Seller shall enter
into the Operating Agreement, substantially in the form of Exhibit F, pursuant
to which the Seller or any successor in interest shall operate its Cincinnati
business after the Closing Date.
  Section
6.6 Confidentiality.
  (a)
Seller agrees to maintain the terms of this Agreement, including the
consideration payable by Buyer, in strict confidence and shall not disclose such
terms to any third party without the prior written consent of Buyer, unless
required to do so by applicable Legal Requirements.  The provisions of
this Section 6.6 shall not be deemed to prevent Seller from disclosing the terms
of this Agreement to their accountants, counsel, or other professionals engaged
by such party.
  (b) Buyer
and Seller will consult with each other before issuing any press release or
otherwise making any public statement with respect to the transactions
contemplated by this Agreement, and shall not issue any such press release or
make any such public statement prior to such consultation except as may be
required by applicable law or requirements of NASDAQ.  The parties
shall issue a joint press release, mutually acceptable to Buyer and Seller,
promptly upon execution and delivery of this Agreement.
  Section
6.7 Enforcement of Employment and/or Independent Contractor
Agreements.  After the Closing, Seller shall (a) take all reasonable
measures to enforce the terms of those non-compete/non-solicitation agreements
with its existing employees and/or independent contractors that either have not
been or cannot be assigned to Buyer, including pursuing legal and injunctive
Proceedings, and (b) cooperate with Buyer in enforcing the terms of those
contracts assigned to Buyer and shall join in any legal or injunctive
Proceedings instituted by Buyer for such purpose.  The parties shall
bear the costs and fees of any such Proceedings equally.  Nothing in
this Section 6.7 shall be deemed or construed to (x) impose any obligation or
duty on Buyer to initiate any such Proceeding, which may be initiated by Buyer
in its sole discretion, or (y) limit, modify, or otherwise affect Seller’s
indemnification obligations under Section 8.2.
  Section
6.8 Post-Closing Payment of Liabilities; Bulk Sales Laws.
  (a) Taxes
Resulting from Sale of Assets by Seller.  Seller shall pay in a timely
manner all Taxes resulting from or payable in connection with the sale of the
Acquired Assets pursuant to this Agreement, regardless of the Person on whom
such Taxes are imposed by Legal Requirements.  Without limiting the
generality of the foregoing, Seller shall indemnify Buyer for any unpaid
unemployment Taxes, interest and penalties, in accordance with Article 8 (except
that such indemnification shall not be subject to the limitations set forth in
Section 8.4).
  (b)
Payment of Other Retained Liabilities.  In addition to payment of
Taxes pursuant to Section 6.8, Seller shall pay, or make adequate provision for
the payment, in the ordinary course of business all of the Retained Liabilities
and other Liabilities of Seller. If any such Liabilities are not so paid or
provided for, or if Buyer reasonably determines that failure to make any
payments shall impair Buyer’s use or enjoyment of the Acquired Assets or conduct
of the business previously conducted by Seller with the Acquired Assets, Buyer
may, at any time after the Closing Date, give Seller written notice of its
intent to make all such payments directly (but shall have no obligation to do
so) and set off and deduct the full amount of all such payments from the unpaid
Purchase Price in accordance with Section 2.5.  If Seller does not
object in writing within 5 business days, Buyer shall receive full credit under
this Agreement for all payments so made.  If Seller does object within
5 business days, and the parties are unable to agree on a resolution, the
parties agree to submit the matter to binding arbitration.
  22
  (c)
Waiver of Bulk Sales Laws.  Seller shall comply with any applicable
Bulk Sales Laws in connection with the Contemplated Transactions.
  Section
6.9 Reports and Returns.  Seller shall promptly after the Closing
prepare and file all reports and returns required by Legal Requirements relating
to the business of Seller as conducted using the Acquired Assets, to and
including the later of the Closing Date or the Closing Date.
  Section
6.10 Client and other Business Relationships.  After the Closing,
Seller shall cooperate with Buyer in its efforts to continue and maintain for
the benefit of Buyer those business relationships of Seller existing prior to
the Closing and relating to the Purchased Business to be operated by Buyer after
the Closing, including relationships with employees, regulatory authorities,
licensors, clients, suppliers and others, and Seller shall satisfy the Retained
Liabilities in a manner that is not detrimental to any of such relationships.
Seller shall refer to Buyer all inquiries relating to the Purchased
Business.  Neither Seller nor any of its officers, employees, or
agents shall take any action that would tend to diminish the value of the
Acquire Assets after the Closing or that would interfere with the Purchased
Business.
  Section
6.11 Audit; Cooperation.  Following the Closing, Seller shall
cooperate with Buyer in connection with Buyer’s preparation of financial
statements, and, if necessary, an audit (the “Audit”) of the financial
performance of the Purchased Business, for all periods required in connection
with Buyer’s reporting obligations under the United States securities
laws.  Such cooperation shall include, but not be limited to,
providing full access to the Records of Seller, Seller’s personnel, Seller’s
outside auditors and assisting Buyer in obtaining any required consent of such
outside auditors in connection with Buyer’s reporting obligations under the
United States securities laws.
  Section
6.12 Use of Name.  Following the Closing, Buyer will have the right to
use the words “INRANGE Consulting”, as the name of the Purchased Business or as
part of its own corporate name or in any other way in connection with the
operation of the Purchased Business.  Following the Closing, Seller
will cease using the words “INRANGE Consulting” or any words confusingly similar
thereto in connection with any business or other activities in which it
engages.  Seller shall not transfer the domain name “www.inrange.com”
to a Third Party and shall at all times during the Restricted Period maintain
the registration of such domain name so that such domain name is not acquired by
a Third Party during a registration lapse.  Seller retains the right
to the trade name and trademark “INRANGE,” and Buyer acquires no rights to use
“INRANGE” except as part of “INRANGE Consulting.”  After the
Restricted Period, Seller shall not sell or abandon the domain name or trade
name and trademark “INRANGE” without first notifying Buyer of its intention to
do so and offering Buyer the opportunity to match any bona fide offer which has
been made to Seller for any of the same.  Buyer shall have fifteen
(15) days to exercise its rights to match any such offer.  After this
fifteen day period, if Buyer shall not have exercised its rights to match such
offer, Seller shall be free to proceed with the proposed sale on the same terms
offered to Buyer.
  Section
6.13 Allocation of Purchase Price for Tax Purposes.  Prior to the date
or dates on which the Buyer or the Seller is required to file relevant
information with the Internal revenue Service, the Buyer and Seller will agree
upon the allocation among the Acquired Assets of the Purchase Price being paid
by the Buyer to the Seller under this Agreement which, to the extent applicable,
will comply with Section 1060 of the Code.  On all Tax Returns
reflecting the transactions which are the subject of this Agreement, the Buyer
and the Seller will, to the extent permitted by law, allocate the Purchase Price
to specific assets in accordance with the agreed upon
allocations.  The Buyer and the Seller will consult with one another
in connection with the respective forms 8594 to be filed by them with the
Internal Revenue Service in order that the information contained on such forms
will be consistent.
  23
  Section
6.14 Lease.  From the Closing Date, Seller shall sublease 11611 N.
Meridian, Suite 800, Carmel, IN to Buyer through June 30, 2004, for $8,000 per
month subject to the same terms as are contained in the lease agreement with
respect to this property.
  Section
6.15 Employees.  Buyer is not obligated to hire any employees of
Seller, but may interview all employees of Seller in connection with this
transaction.  Effective immediately before the Closing, Seller will
terminate the employment of all Transferred Employees.
  Section
6.16 Litigation.  Buyer will take reasonable measures to make its
employees and the records with respect to the Purchased Assets available to
Seller in connection with any Proceeding initiated by Joe Huffine.
  ARTICLE
7
  CONDITIONS
  Section
7.1 Conditions to Each Party’s Obligation.  The respective obligations
of each party to effect the Contemplated Transactions shall be subject to the
satisfaction prior to or on the Closing Date of the following
conditions:
  (a)
Approvals.  All authorizations, consents, orders, or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by, any
Governmental Entity, the failure to obtain which would cause a Material Adverse
Change on the Purchased Business or the Acquired Assets after the Closing, shall
have been filed, occurred, or been obtained.
  (b) No
Injunctions or Restraints.  No temporary restraining order,
preliminary or permanent injunction, or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Contemplated Transactions shall be in effect.
  Section
7.2 Conditions to Obligations of Buyer.  The obligation of Buyer to
effect the Contemplated Transactions is subject to the satisfaction of the
following conditions, unless waived by Buyer:
  (a)
Representations and Warranties.  The representations and warranties of
Seller set forth in this Agreement shall be true and correct in all material
respects as of the Closing Date;
  (b)
Performance of Obligations by Seller.  Seller shall have performed all
obligations required to be performed by them under this Agreement at or prior to
the Closing Date;
  (c) Bill
of Sale.  Seller shall have executed and delivered the Bill of Sale to
Buyer;
  (d)
Employment Agreements.  The Seller shall have delivered executed
copies of the Employment Agreements with each of Robert Wise and Kevin Teder,
and delivered executed copies of each of the Offer Letters from Robert Vickers,
Katherine Witsken-Unland and James Moore;
  (e) The
Transferred Employees shall have accepted employment with Buyer with such
employment to commence as of the employment date;
  (f)
Seller’s Secretary’s Certificate.  Seller shall have delivered to
Buyer a copy of the Seller’s Secretary’s Certificate;
  (g) No
Encumbrances.  All Encumbrances on the Acquired Assets shall have been
satisfied and released prior to Closing;
  (h)
Material Consents.  Each of the Consents identified in Schedule 7.2(h)
(the “Material Consents”) shall have been obtained and shall be in full force
and effect as of the Closing;
  24
  (i)
Material Adverse Changes.  There shall have been no Material Adverse
Change to Seller or the Acquired Assets since January 1, 2004.
  Section
7.3 Conditions to Obligation of Seller.  The obligation of Seller to
effect the Contemplated Transactions are subject to the satisfaction of the
following conditions, unless waived by Seller:
  (a)
Representations and Warranties.  The representations and warranties of
Buyer set forth in this Agreement shall be true and correct in all material
respects as of the Closing Date;
  (b)
Performance of Obligations by Buyer.  Buyer shall have performed in
all material respects all obligations required to be performed by it under this
Agreement at or prior to the Closing Date; and
  (c) Bill
of Sale.  Buyer shall have executed and delivered the Bill of Sale to
Seller.
  ARTICLE
8
  INDEMNIFICATION
  Section
8.1 Survival of Representations, Warranties, Indemnities and
Covenants.
  (a)
Subject to Section 8.1(b), the representations, warranties and indemnities set
forth in this Agreement shall survive for a period of two (2) years from the
Closing Date.  All post-Closing covenants shall survive the Closing
for the period(s) specified in this Agreement or, if not specified, for a period
of two (2) years following the Closing Date.  If a party has received
notice of a potential breach of a representation, covenant or warranty, or the
occurrence of an otherwise potentially-indemnifiable event under this Agreement
within such two (2)-year period, such party may preserve its right to assert a
later claim for damages arising from such breach or event by delivering notice
of same to the other party within the two (2)-year period.  The right
to indemnification, reimbursement or other remedy based upon such
representations, warranties, covenants and obligations shall not be affected by
any investigation conducted with respect to, or any Knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the accuracy
or inaccuracy of or compliance with any such representation, warranty, covenant
or obligation.  The waiver of any condition based upon the accuracy of
any representation or warranty, or on the performance of or compliance with any
covenant or obligation, shall not affect the right to indemnification,
reimbursement or other remedy based upon such representations, warranties,
covenants and obligations.
  (b)
Notwithstanding anything set forth in Section 8.1(a), all representations,
warranties, covenants and indemnities in connection with any (i) breach of
Sections 4.4, 4.6 or 4.7, 4.12, 4.14 or (iii) Tax Liabilities of Seller
(including, without limitation, any Tax Liabilities arising out of the
Contemplated Transactions), shall survive indefinitely, subject to applicable
statutes of limitation.
  Section
8.2 Indemnification Provisions for the Benefit of Buyer.
  (a)
Subject to Section 8.4, Seller agrees to indemnify and hold the Buyer
Indemnified Parties harmless from and against any claims, assessments, losses,
damages, liabilities, deficiencies, judgments, settlements, costs and expenses,
including interest, penalties and reasonable attorneys’ fees and expenses
incurred in enforcing this indemnification or in any litigation between the
parties or with third parties (collectively, “Damages”) asserted against,
resulting to, imposed upon, suffered or incurred by any Buyer Indemnified Party
resulting from, arising out of, relating to, or caused by (i) the breach of
Seller’s representations, warranties, obligations or covenants contained herein,
or (ii) the operation of the Purchased Business or ownership of the Acquired
Assets by Seller or its predecessors in interest on or prior to the Closing
Date, including, without limitation, (A) any Proceedings based on conduct of
Seller or its predecessors in interest occurring before the Closing or (B) any
Retained Liabilities.
  (b) In
addition to and without limiting the foregoing, subject to Section 8.4, Seller
agrees, from and after the Closing, to indemnify the Buyer Indemnified Parties
from and against the entirety of any Damages that any of the Buyer Indemnified
Parties may suffer resulting from, arising out of, relating to, in the nature
of, or caused by:
  (i)any Liability or obligation
of Seller that is not assumed hereunder (including, without limitation, any
Liability connected with any Proceeding brought by Joe Huffine, Rodney Brown, or
Liability of Seller that becomes a Liability of Buyer under any Bulk Sales Laws,
under any common law doctrine of de facto merger or successor liability, or
otherwise by operation of law); or
  25
  (ii)any Liability of Seller for
Employee Benefits, or the unpaid Taxes of any Person (including Seller) under
United States Treasury Regulation ? 1.1502-6 (or any similar Legal Requirement),
as a transferee or successor, by contract, or otherwise.
  Section
8.3 Indemnification Provisions for the Benefit of Seller.  Subject to
Section 8.4, Buyer agrees to indemnify and hold the Seller Indemnified Parties
harmless from and against any Damages asserted against, resulting to, imposed
upon, suffered or incurred by Seller Indemnified Parties resulting from, arising
out of, relating to, or caused by (a) the breach of any of Buyer’s obligations
or covenants contained herein, or (b) the operation of the Purchased Business or
ownership of the Acquired Assets by Buyer after the Closing Date (other than the
Retained Liabilities), including, without limitation, any Proceedings based on
conduct of Buyer occurring after the Closing.
  Section
8.4 Maximum Indemnification Obligation.  Except (a) with respect to
any Tax Liabilities of Seller as set forth in Section 6.8, (b) with respect to
any breach by Seller of its covenants under Section 6.1 hereof, or (c) in the
event of fraud, the maximum indemnification obligation of any party hereunder
shall be limited to the Purchase Price.
  Section
8.5 Matters Involving Third Parties.
  (a) If
any third party shall notify any party (the “Indemnified Party”) with respect to
any matter (a “Third Party Claim”) that may give rise to a claim for
indemnification against the other party (the “Indemnifying Party”) under this
Article 8, then the Indemnified Party shall promptly notify the Indemnifying
Party thereof in writing; provided, however, that no delay on the part of the
Indemnified Party in notifying the Indemnifying Party shall relieve the
Indemnifying Party from any obligation hereunder unless (and then solely to the
extent) that the Indemnifying Party thereby is prejudiced.
  (b) The
Indemnifying Party shall have the right to defend the Indemnified Party against
the Third Party Claim with counsel of its choice reasonably satisfactory to the
Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified
Party in writing within fifteen (15) days after the Indemnified Party has given
notice of the Third Party Claim that the Indemnifying Party shall indemnify the
Indemnified Party from and against the entirety of any Damages (subject to the
limitations of Section 8.4) the Indemnified Party may suffer resulting from,
arising out of, relating to, in the nature of, or caused by the Third Party
Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence
reasonably acceptable to the Indemnified Party that the Indemnifying Party shall
have the financial resources to defend against the Third Party Claim and fulfill
its indemnification obligations hereunder, (iii) the Third Party Claim involves
only money damages and does not seek by way of a motion an injunction or other
equitable relief, (iv) settlement of, or an adverse judgment with respect to,
the Third Party Claim is not, in the good faith judgment of the Indemnified
Party, likely to establish a precedential custom or practice materially adverse
to the continuing business interests of the Indemnified Party, (v) the
Indemnifying Party conducts the defense of the Third Party Claim actively and
diligently; and (vi) there is no conflict (determined in the reasonable judgment
of the Indemnified Party) between the positions of the Indemnifying Party and
the Indemnified Party in defending such Third Party Claim.
  (c) So
long as the Indemnifying Party is conducting the defense of the Third Party
Claim in accordance with Section 8.5(b) above, (i) the Indemnified Party may
retain separate co-counsel at its sole cost and expense and participate in the
defense of the Third Party Claim, (ii) the Indemnified Party shall not consent
to the entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the Indemnifying Party,
and (iii) the Indemnifying Party shall not consent to the entry of any judgment
or enter into any settlement with respect to the Third Party Claim without the
prior written consent of the Indemnified Party.
  26
  (d) If
any of the conditions in Section 8.5(b) above is or becomes unsatisfied,
however, (i) the Indemnified Party may defend against, and consent to the entry
of any judgment or enter into any settlement with respect to, the Third Party
Claim in any manner it may deem appropriate (and the Indemnified Party need not
consult with, or obtain any consent from, the Indemnifying Party in connection
therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Party
promptly and periodically (but no more frequently that monthly) for the costs of
defending against the Third Party Claim (including reasonable attorneys’ fees
and expenses), and (iii) the Indemnifying Party shall remain responsible for any
Damages the Indemnified Party may suffer resulting from, arising out of,
relating to, in the nature of, or caused by the Third Party Claim to the fullest
extent provided in this Article 8.
  Section
8.6 Right to Setoff.
  (a)
Notwithstanding any provision hereof to the contrary, upon notice to Seller,
Buyer shall be entitled to set-off (i) any amounts due to Buyer from Seller
hereunder, whether by reason of overpayment of the Purchase Price or,
indemnification under Article 8, or otherwise, against (ii) amounts due from
Buyer to the Seller (not any Key Leader or other third party)
hereunder.  Any set-off shall be applied against amounts payable to
the Seller in the chronological order all amounts of every kind payable to the
Seller are due until the set-off is complete. Upon the occurrence of any event
or existence of any condition which Buyer reasonably believes will result in a
claim for indemnification under Article 8, Buyer may withhold from amounts
otherwise due hereunder an amount equal to Buyer’s reasonable estimate of the
amount of such claim until such time as the actual amount of Buyer’s
indemnification claim, and right of set-off hereunder, is
determined.
  (b)
Notwithstanding any provision hereof to the contrary, upon notice to Buyer,
Seller shall be entitled to set-off (i) any amounts due to Seller from Buyer
hereunder, whether by reason of overpayment of the Purchase Price or,
indemnification under Article 8, or otherwise, against (ii) amounts due from
Seller to the Buyer (not any Key Leader or other third party)
hereunder.  Any set-off shall be applied against amounts payable to
the Buyer in the chronological order all amounts of every kind payable to the
Buyer are due until the set-off is complete. Upon the occurrence of any event or
existence of any condition which Seller reasonably believes will result in a
claim for indemnification under Article 8, Seller may withhold from amounts
otherwise due hereunder an amount equal to Seller’s reasonable estimate of the
amount of such claim until such time as the actual amount of Seller’s
indemnification claim, and right of set-off hereunder, is
determined.
  (c)
Claims for indemnification for which Buyer or Seller, as the case may be,
exercises its right of set-off hereunder shall be promptly submitted to binding
arbitration in New York in accordance with the rules and regulations of the
American Arbitration Association.  The arbitrators will be selected by
the American Arbitration Association.  The determination of the
arbitrator(s) will be conclusive and binding upon the parties, and any
determination by the arbitrator(s) of any award may be filed with the clerk of a
court of competent jurisdiction as a final adjudication of the claim involved,
or application may be made to such court for judicial acceptance of the award
and an order of enforcement.  Each party will bear its own expenses
with respect to such arbitration.  Any amount withheld by Buyer or
Seller, as the case may be, pursuant to the set-off right under this Section 8.6
that the arbitrator(s) determine was in excess of the amount that the other
party was liable under the indemnification claim brought to such arbitration
shall be returned forthwith to the other party.  The arbitrator may
award reasonable attorneys’ fees and costs  to the prevailing
party.
  ARTICLE
9
  MISCELLANEOUS
  Section
9.1 Notices.  All notices, elections, requests, demands, and other
communications required or permitted under this Agreement shall be in writing,
and shall be deemed to have been delivered and received (a) when personally
delivered, or (b) on the fifth (5th) business day after which sent by registered
or certified mail, postage prepaid, return receipt requested, or (c) on the date
on which transmitted by facsimile generating a receipt evidencing a successful
transmission, or (d) on the next business day after the business day on which
deposited with a regulated public carrier (e.g., Federal Express) for overnight
delivery, freight prepaid, addressed to the party for whom intended at the
address or facsimile number set forth below or such other address or facsimile
number, notice of which is given in a manner permitted by this Section
9.1:
  27
  If to
Buyer:
  Brandywine
Computer Group, Inc.
 5412
Courseview Drive, Suite 122
 Mason,
Ohio 45040-2323
 Attention:  President
  with a copy to:
 
 Drinker,
Biddle & Reath, LLP
 One Logan
Square
 18th and
Cherry Streets
 Philadelphia,
PA  19103
 Attention:  Stephen
Burdumy
 
 And
 
 Zanett,
Inc.
 135 East
57th Street
 15th
Floor
 New York,
NY  10022
 Attention:  Pierre-Georges
Roy,
 Chief Legal Officer
 
 If to
Seller:
 
 Computer
Network Technology Corporation
 6000
Nathan Lane
 North
Minneapolis, MN  55406
 Attn:  Greg
Barnum, Chief Financial Officer
  with a copy to:
 
 Computer
Network Technology Corporation
 6000
Nathan Lane
 North
Minneapolis, MN  55406
 Attn:  Polly
Nelson, Esquire
  Section
9.2 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
  Section
9.3 Expenses.  Except as expressly provided otherwise, each party
hereto will bear its own costs and expenses (including fees and expenses of
auditors, attorneys, financial advisors, bankers, brokers and other consultants
and advisors) incurred in connection with this Agreement and the transactions
contemplated hereby.
  Section
9.4 Entire Agreement.  This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.
  28
  Section
9.5 Jurisdiction; Service of Process; Waiver of Jury Trial.
  (a) Each
of the parties hereto (a) consents to submit itself to the personal jurisdiction
of any Federal court located in the State of New York in the event any dispute
arises out of this Agreement or any of the transactions contemplated by this
Agreement, (b) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, and (c)
agrees that it will not bring any action relating to this Agreement or any of
the transactions contemplated by this Agreement in any court other than a
Federal court sitting in the State of  New York.
  (b) THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING RELATED TO OR ARISING
OUT OF, UNDER OR IN CONJUNCTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT, NOTE
OR INSTRUMENT CONTEMPLATED HEREIN.
  Section
9.6 Assignment.  Neither this Agreement nor any of the rights,
interests, or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, except in the event of the merger or acquisition
of the entire business of a party.  This Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the parties and their
respective successors and permitted assigns.
  Section
9.7 Headings.  All paragraph headings herein are inserted for
convenience of reference only and shall not modify or affect the construction or
interpretation of any provision of this Agreement.
  Section
9.8 Severability.  In the event that any provision, covenant, section,
subsection, paragraph, or any portion thereof, of this Agreement is held by any
court of competent jurisdiction to be illegal, invalid or unenforceable, either
in whole or in part, the legality, validity or enforceability of the remaining
provisions, covenants, sections, subsections, paragraphs, or portions thereof
shall not be affected thereby, and each such provision, covenant, section,
subsection, paragraph, or any portion thereof shall remain valid and enforceable
to the fullest extent permitted by applicable Legal Requirements.
  Section
9.9 Attorneys’ Fees and Costs.  The prevailing party in any Proceeding
brought to enforce the terms of this Agreement shall be entitled to an award of
reasonable attorneys’ fees and costs incurred in investigating and pursuing such
action, both at the trial and appellate levels.
  Section
9.10 Governing Law.  This Agreement and any other agreements,
instruments or other documents contemplated herein shall be interpreted,
construed and enforced in accordance with the laws of the State of New York,
applied without giving effect to any conflicts of law principles.
  Section
9.11 Amendment; Waiver.  This Agreement may not be amended, or any
provision waived, except by an instrument in writing signed on behalf of each of
the parties.
  * * * * *
* * * * *
  (Signature
Page Follows)
  29
  IN
WITNESS WHEREOF, the parties have signed or caused this Asset Purchase Agreement
to be signed by their respective officers thereunto duly authorized as of the
date first written above.
  BRANDYWINE
      COMPUTER GROUP, INC.By:
                /s/ Pierre-Georges
      RoyName:  Pierre-Georges
      RoyTitle:
      Vice-President and SecretaryCOMPUTER
      NETWORK TECHNOLOGY CORPORATIONBy:
                /s/
      Greg BarnumName:  Greg
      BarnumTitle:
      Chief Financial Officer
  30
  SCHEDULES
AND EXHIBITS
 
 SCHEDULES
 
 2.1(a)
              “Tangible
      Personal Property”2.1(i)
              “Leased
      Property”2.2(d)
              “Excluded
      Accounts Receivable”2.3(a)
              “Accrued
      Vacation and Severance Pay”2.5(b)(v)
              “Contingent
      Payment”3
              “Transferred
      Employees”4.2(c)
              “Consents”4.4(a)
              “Financial
      Statements”4.7(a)
              “Contracts”4.7(b)
              “Contracts
      not in force”4.7(c)
              “Contracts
      Terminable”4.8
              “Litigation”4.11
              “Intellectual
      Property”4.13(b)
              “Current
      Customers”4.13(c)
              “10
      Most Important Customers”4.13(e)
              “Complaints”4.14(a)
              “Employee
      Benefits Plans”4.14(m)
              “Contingent
      Benefits”4.15(a)
              “Employees”4.15(b)
              “Compensation
      Policies”4.17
              “Accounts
      Receivable4.18
              “Insurance7.2(h)
              “Material
      Consents”
 
 EXHIBITS
 
 Exhibit A:
              Bill
      of SaleExhibit
      B-1:
              Employment
      Agreement (including a release of all employment related claims against
      Buyer)Exhibit
      B-2:
              Offer
      LetterExhibit
      C:
              General
      Assignment and Assumption AgreementExhibit
      D:
              Trademark
      AssignmentExhibit
      E:
              Transition
      Services AgreementExhibit F:
              Operating
      AgreementExhibit
      G:
              The
      Undertaking
 
 31