Exhibit
2.1





AGREEMENT
AND PLAN OF MERGER




BY AND
AMONG




BACK BAY
TECHNOLOGIES, INC.




PLANET
ZANETT, INC.




PLANET
ZANETT MERGER SUB BBT, INC.




and




THE
SHAREHOLDERS OF




BACK BAY
TECHNOLOGIES, INC.




Dated as
of December 7, 2001





TABLE OF
CONTENTS




ARTICLE I
                    DEFINITIONS
      AND CONSTRUCTION
                    11.1
                    DEFINITIONS
                    11.2
                    LOCATION
      OF CERTAIN DEFINED TERMS
                    41.3
                    CONSTRUCTION
                    4ARTICLE
      II
                    THE
      MERGER
                    52.1
                    THE
      MERGER
                    52.2
                    EFFECTIVE
      TIME OF THE MERGER
                    52.3
                    CLOSING
                    52.4
                    SURVIVING
      CORPORATION
                    5ARTICLE
      III
                    EFFECT
      OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; MERGER
      CONSIDERATION
                    63.1
                    EFFECT
      ON MERGER SUB CAPITAL STOCK
                    63.2
                    EFFECT
      ON SHARES
                    63.3
                    MERGER
      CONSIDERATION
                    63.4
                    PAYMENT
      OF MERGER CONSIDERATION
                    63.5
                    ESCROW
      AGREEMENT
                    83.6
                    TAXES
                    8ARTICLE
      IV
                    REPRESENTATIONS
      AND WARRANTIES OF BBT AND THE BBT SHAREHOLDERS
                    84.1
                    ORGANIZATION;
      QUALIFICATION AND CAPITAL STOCK; CORPORATE RECORDS
                    84.2
                    SHAREHOLDER
      POWER AND AUTHORITY; OWNERSHIP
                    104.3
                    NO
      VIOLATIONS OF LAWS OR AGREEMENTS, CONSENTS OR DEFAULTS
                    104.4
                    NO
      SUBSIDIARIES
                    104.5
                    FINANCIAL
      INFORMATION
                    114.6
                    ABSENCE
      OF CERTAIN CHANGES
                    114.7
                    LICENSES;
      REGULATORY APPROVALS
                    124.8
                    REGULATORY
      MATTERS
                    124.9
                    TAX
      MATTERS
                    134.10
                    LITIGATION
      CLAIMS
                    134.11
                    PROPERTIES,
      CONTRACTS; LEASES AND OTHER AGREEMENTS; BANK ACCOUNTS
                    144.12
                    EMPLOYEE
      MATTERS; BENEFIT PLANS; ERISA
                    154.13
                    PERSONNEL
                    174.14
                    TITLE
      TO AND CONDITION OF PROPERTIES
                    174.15
                    PRODUCT
      AND SERVICE WARRANTIES
                    184.16
                    INTELLECTUAL
      PROPERTY
                    184.17
                    INSURANCE
                    194.18
                    RELATIONSHIPS
                    194.19
                    COMPLIANCE
      WITH LAWS
                    204.20
                    ENVIRONMENTAL
      MATTERS
                    204.21
                    NO
      UNDISCLOSED LIABILITIES OR OBLIGATIONS
                    214.22
                    RECEIVABLES
                    214.23
                    DOCUMENTATION
                    214.24
                    RELATED
      PARTY TRANSACTIONS
                    214.25
                    VOTE
      REQUIRED
                    214.26
                    BROKERS
                    214.27
                    PRIVATE
      PLACEMENT
                    224.28
                    DISCLOSURE
                    22







ARTICLE
      V
              REPRESENTATIONS
      AND WARRANTEES OF PARENT AND MERGER SUB
              225.1
              ORGANIZATION,
      EXISTENCE AND CAPITAL STOCK
              225.2
              POWER
      AND AUTHORITY
              235.3
              NO
      VIOLATIONS OF LAWS OR AGREEMENTS, CONSENTS OR DEFAULTS
              235.4
              SEC
      FILINGS
              245.5
              NO
      SUBSIDIARIES
              245.6
              INVESTMENT
      COMPANY ACT
              245.7
              NO
      CONTRACTS OR LIABILITIES
              245.8
              RELATED
      PARTY TRANSACTIONS
              245.9
              LITIGATION
      CLAIMS
              245.10
              BROKERS
              255.11
              DISCLOSURE
              25ARTICLE
      VI
              SURVIVAL
      OF REPRESENTATIONS; INDEMNIFICATION
              256.1
              SURVIVAL
      OF REPRESENTATIONS
              256.2
              INDEMNIFICATION
              256.3
              CONDITIONS
      OF INDEMNIFICATION
              266.4
              EXCLUSIVE
      REMEDY
              26ARTICLE
      VII
              COVENANTS
              267.1
              PUBLIC
      DISCLOSURES
              267.2
              CONFIDENTIALITY
              277.3
              EMPLOYEE
      BENEFITS TO CONTINUE
              277.4
              ASSUMPTION
      OF STOCK OPTION PLAN
              277.5
              MARC
      MASELLI APPOINTED TO MANAGEMENT COMMITTEE
              277.6
              PERFORMANCE
      PERIOD FINANCIAL STATEMENTS
              277.7
              ACCOUNTING
      DISPUTES
              287.8
              INITIAL
      WORKING CAPITAL FOR SURVIVING CORPORATION
              287.9
              AUDIT;
      COOPERATION
              28ARTICLE
      VIII
              CONDITIONS
      TO CLOSING
              288.1
              MUTUAL
      CONDITIONS
              288.2
              CONDITIONS
      TO THE OBLIGATIONS OF PARENT AND MERGER SUB
              298.3
              CONDITIONS
      TO THE OBLIGATIONS OF BBT
              29ARTICLE
      IX
              MISCELLANEOUS
              309.1
              AMENDMENT
              309.2
              WAIVER
              309.3
              NOTICES
              309.4
              FURTHER
      ASSURANCES
              319.5
              GOVERNING
      LAW
              319.6
              ENTIRE
      AGREEMENT
              319.7
              EXPENSES
              319.8
              COUNTERPARTS
              319.9
              BINDING
      EFFECT
              31







AGREEMENT AND PLAN OF
MERGER




THIS
AGREEMENT AND PLAN OF MERGER (this “AGREEMENT”) is entered into as of December
7, 2001, among BACK BAY TECHNOLOGIES, INC., a Delaware corporation (“BBT”),
PLANET ZANETT, INC., a Delaware corporation (“PARENT”), PLANET ZANETT MERGER SUB
BBT, INC., a Delaware corporation and a wholly-owned subsidiary of Parent
(“MERGER SUB”) and the shareholders of BBT identified on the signature page(s)
hereto (each, a “BBT SHAREHOLDER” and collectively, the “BBT
SHAREHOLDERS”).




Each of
the Boards of Directors of BBT, Parent and Merger Sub have approved the merger
of BBT with and into Merger Sub (the “MERGER”), upon the terms and subject to
the conditions set forth herein and in accordance with the Delaware General
Corporation Law.




NOW,
THEREFORE, in consideration of the premises, and the mutual covenants and
agreements contained herein, the parties do hereby agree as
follows:




ARTICLE
I  DEFINITIONS AND CONSTRUCTION




1.1           DEFINITIONS




“AFFILIATE”
shall mean, as to any Person, any other Person controlled by, under the control
of, or under common control with, such Person.  As used in this
definition, “control” shall mean possession, directly or indirectly, of the
power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise), PROVIDED that, in any event, any Person which owns or
holds directly or indirectly ten percent (10%) or more of the voting securities
or ten percent (10%) or more of the partnership or other equity interests of any
other Person (other than as a limited partner of such other Person) will be
deemed to control such other Person.




“BENEFIT
PLANS” shall mean any profit sharing, group insurance, medical and/or
hospitalization, stock option, pension, retirement, bonus, deferred
compensation, stock bonus or stock purchase plan, or collective bargaining
agreements, contracts or other arrangements under which pensions, deferred
compensation or other retirement benefits are being paid or may become payable
by a party, or any other employee welfare or benefit agreements, plans or
arrangements, as defined in Section 3(3) of ERISA, any plan created in
accordance with Section 125 of the Code, or any nonqualified employee benefit
plans or deferred compensation, bonus, stock or incentive plans, or other
employee benefit or fringe benefit programs, established for the benefit of a
party’s former or current officers, directors or employees, including each trust
or other agreement with any custodian or any trustee for funds held under any
such agreement plan or agreement.




“BOOKS
AND RECORDS” shall mean (i) the minute books containing the minutes of all
meetings and written consents of the shareholders and directors (and all
committees thereof), shareholder register and corporate seal of BBT, and (ii)
all other books and records of BBT that were delivered to Parent or its
representatives prior to the Closing Date, including customer lists, reports,
plans, advertising and marketing materials and financial and accounting books
and records;




“BUSINESS”
shall mean the business currently carried on by BBT pursuant to which BBT
provides information technology consulting services.




“BUSINESS
DAY” shall mean any day other than a Saturday, Sunday or legal holiday in the
State of New York.




“CLOSING”
shall mean the exchange of the Shares for the Initial Cash Payment and Initial
Stock Payment as set forth herein.




“CLOSING
DATE” shall mean the date on which the Closing is completed.




“CODE”
shall mean the Internal Revenue Code of 1986, as amended.


1


“CORPORATE
OVERHEAD EXPENSES” shall have the meaning set forth in Section 1 of the
Inter-Company Agreement.




“DGCL”
shall mean the Delaware General Corporation Law, as amended.




“DISCLOSURE
DOCUMENTS” shall mean all agreements and documents referred to in any of the
Schedules, together with all other agreements and documents disclosed by BBT to
Parent during Parent’s due diligence investigation conducted prior to the
Closing Date.




“EBITDA”
means, with respect to a specified period of time, the income from operations of
the Surviving Corporation before: (i) Corporate Overhead Expenses of the
Surviving Corporation for such period; (ii) interest income or expenses of the
Surviving Corporation for such period, (iii) taxes based on income of the
Surviving Corporation for such period; (iv) depreciation charges taken by the
Surviving Corporation for such period; and (v) amortization charges taken by the
Surviving Corporation for such period; all determined in accordance with
GAAP.  For purposes of clarification, the increase in goodwill
resulting from the Merger will not be recognized in the determination of
EBITDA.




“ENCUMBRANCE”
shall mean a mortgage, charge, pledge, lien, option, restriction, claim, right
of first refusal, right of preemption, third party right or interest or other
encumbrance or security interest of any kind or similar right or any other
matter affecting title.




“ENVIRONMENTAL
LAWS” means all federal, state and local, provincial and foreign, civil and
criminal laws, regulations, rules, ordinances, codes, decrees, judgments,
directives or judicial or administrative orders, agreements or settlements
relating to pollution or protection of the environment, natural resources or
human health and safety, including, without limitation, laws relating to
releases or threatened releases of Hazardous Substances (including, without
limitation, releases or threatened releases to ambient air, surface water,
groundwater, land, surface and subsurface strata) or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, release,
transport, disposal or handling of Hazardous
Substances.  “Environmental Laws” include, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C.ss.ss.9601 et seq.), the Hazardous Materials Transportation Law (49
U.S.C.ss.ss.5101 et seq.), the Resource Conservation and Recovery Act (42
U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act (33
U.S.C.ss.ss.1251 et seq.), the Clean Air Act (42 U.S.C.ss.ss.7401 et seq.), the
Toxic Substances Control Act (15 U.S.C.ss.ss.2601 et seq.), the Oil Pollution
Act (33 U.S.C.ss.ss.2701 et seq.), the Emergency Planning and Community
Right-to-Know Act (42 U.S.C.ss.ss.11001 et seq.), the Occupational Safety and
Health Act (29 U.S.C.ss.ss.651 et seq.), each as amended to date and all other
state laws similar to any of the above.




“ENVIRONMENTAL
LIABILITIES” means all liabilities of BBT that (i) arise under or relate to
violations of Environmental Laws or arise in connection with or related to any
matter disclosed or required to be disclosed on SCHEDULE 4.20 and (ii) are
attributable to actions or omissions occurring or conditions existing on or
prior to the Closing Date.




“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
amended.




“ESCROW
AGENT” shall mean First Union Bank, N.A.




“ESCROW
AGREEMENT” shall mean the escrow agreement entered into as of the Closing Date
among Parent, the BBT Shareholders, and the Escrow Agent.




“EXCHANGE
ACT” shall mean the Securities Exchange Act of 1934, as amended, together with
all rules and regulations promulgated thereunder.




“FINANCIAL
STATEMENTS” shall mean (i) BBT’s unaudited balance sheets as of December 31,
1998, 1999 and 2000 and related income statements for such years, and (ii) BBT’s
unaudited balance sheet as of December 6, 2001 and related income statement for
the eleven months then ended.


2


“GAAP”
shall mean, at any particular time, accounting principles generally accepted in
the United States of America, consistently applied and, with respect to interim
financial statements, such statements shall include adjustments consisting only
of normal, recurring adjustments necessary for a fair presentation of such
entity’s financial position, results of operations and cash flows at the dates
and for the periods indicated.  As used in connection with any
financial reports of the Surviving Corporation, the accounting principles used
by the Surviving Corporation, to the extent allowable under GAAP, shall be the
same as those used by BBT.




“HAZARDOUS
SUBSTANCES” means all elements, compounds, substances, matrices or mixtures
(“MATERIALS OR SUBSTANCES”) that are hazardous, toxic, ignitable, reactive or
corrosive including, without limitation, the following:  (i) all
Materials or Substances (whether or not wastes, contaminants or pollutants) that
are or become regulated by any of the Environmental Laws; (ii) all Materials or
Substances that are or become defined or described by any of the Environmental
Laws as “hazardous” or “toxic” or a “pollutant,” “contaminant,” “hazardous
substance,” “hazardous waste,” “extremely hazardous waste,” “acutely hazardous
waste” or “acute hazardous waste;” and (iii) petroleum, including crude oil or
any fraction thereof, asbestos, including asbestos containing materials, and
polychlorinated biphenyls.




“MANAGEMENT
COMMITTEE” shall mean the Management Committee appointed from time to time by
the Board of Directors of Parent.




“PARENT
STOCK” shall mean the Parent’s common stock, $0.001 par value per
share.




“PERCENTAGE
INTEREST” means the quotient obtained by dividing one by the number of Shares
issued and outstanding immediately prior to the Effective Time.




“PERFORMANCE
PERIOD” shall mean each of the three successive annual periods commencing on
January 1, 2002.




“PERFORMANCE
PERIOD FINANCIAL STATEMENTS” shall mean the Quarterly Financial Statements and
the Annual Financial Statements.




“PERSON”
shall mean an individual, company, partnership, limited liability company,
limited liability partnership, joint venture, trust or unincorporated
organization, joint stock corporation or other similar organization, government
or any political subdivision thereof, or any other legal entity.




“RELATED
AGREEMENTS” shall mean all instruments, agreements and other documents executed
and delivered or to be executed and delivered pursuant to this Agreement
including, without limitation, the Escrow Agreement, the Ownership and
Nondisclosure Agreements, the Employment Agreements, the Inter-Company Agreement
and the Lock-up Agreements.




“RESERVES”
shall mean those reserves for bad debts, contractual adjustments and
disallowances, self-insured risks, risk management and unspecified uninsured
liabilities, established and maintained by BBT and reflected in the Financial
Statements.




“SCHEDULES”
shall mean the disclosure schedules delivered by BBT to Parent pursuant to this
Agreement.




“SHARES”
shall mean all issued and outstanding shares of BBT’s voting common stock, $.001
par value.


3


1.2           LOCATION
OF CERTAIN DEFINED TERMS.  The following terms used in this Agreement
are defined in the Section indicated:




Term
                  
                  SectionAgreement
                  
                  PreambleAnnual
      Financial Statements
                  
                  7.6(b)Audit
                  
                  7.9Balance
      Sheet
                  
                  4.14(a)Balance
      Sheet Date
                  
                  4.14(a)BBT
                  
                  PreambleBBT
      Indemnified Parties
                  
                  6.2(b)BBT
      Option
                  
                  7.4BBT
      Shareholders
                  
                  PreambleCatch-up
      Payment
                  
                  3.3(e)Catch-up
      Statement
                  
                  3.4Certificate
      of Merger
                  
                  2.2Claim
                  
                  4.10(a)Closing
      Date
                  
                  2.3Confidential
      Information
                  
                  7.2Contingent
      Cash Payment
                  
                  3.3(c)Contingent
      Stock Payment
                  
                  3.3(d)Contracts
                  
                  4.11(i)Damages
                  
                  6.2(a)Default
                  
                  4.11(i)Disputed
      Amounts
                  
                  7.7Effective
      Time
                  
                  2.2Employment
      Agreements
                  
                  8.2(f)Exchange
      Act
                  
                  5.1(d)Indemnified
      Party
                  
                  6.3Indemnifying
      Party
                  
                  6.3Independent
      Accounting Firm
                  
                  7.7Initial
      Cash Payment
                  
                  3.3(a)Initial
      Stock Payment
                  
                  3.3(b)Intellectual
      Property
                  
                  4.16(a)Inter-Company
      Agreement
                  
                  8.3(e)Ownership
      and Nondisclosure Agreement
                  
                  4.16(g)Lock-up
      Agreements
                  
                  8.2(g)Material
      adverse change
                  
                  1.3Material
      adverse effect
                  
                  1.3Merger
                  
                  PreambleMerger
      Consideration
                  
                  3.3Merger
      Sub
                  
                  PreambleMerger
      Sub Common Stock
                  
                  5.1(d)NFQ
                  
                  3.4Parent
                  
                  PreambleParent
      Indemnified Parties
                  
                  6.2(a)Parent
      Option
                  
                  7.4Parent
      Financials
                  
                  5.4(b)Parent
      SEC Report
                  
                  5.4(a)Quarterly
      Financial Statements
                  
                  7.6(a)Securities
      Act
                  
                  5.4SEC
                  
                  5.4Surviving
      Corporation
                  
                  2.1To
      the knowledge
                  
                  1.3





1.3           CONSTRUCTION.




(a)           The
headings and captions used herein are intended for convenience of reference
only, and shall not modify or affect in any manner the meaning or interpretation
of any of the provisions of this Agreement.




4


(b)           As
used herein, the singular shall include the plural, the masculine and feminine
genders shall include the neuter, and the neuter gender shall include the
masculine and feminine, unless the context otherwise requires.




(c)           The
words “HEREOF”, “HEREIN”, and “HEREUNDER”, and words of similar import, when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.




(d)           All
references herein to Sections, Schedules or Exhibits shall be deemed to refer to
Sections of and Schedules or Exhibits to this Agreement, unless specified to the
contrary.  All Exhibits and Schedules to this Agreement are integral
parts of this Agreement as if fully set forth herein.




(e)           The
words “INCLUDE,” “INCLUDES” and “INCLUDING” when used herein shall be deemed in
each case to be followed by the words “without limitation.”




(f)           “TO
THE KNOWLEDGE”, “TO THE BEST KNOWLEDGE, INFORMATION AND BELIEF” or any similar
phrase shall be deemed to refer to the actual knowledge of the directors and
executive officers of a party and to include the assurance that such knowledge
is based upon a reasonable investigation, unless otherwise expressly
provided.




(g)          “MATERIAL
ADVERSE CHANGE” or “MATERIAL ADVERSE EFFECT” means (unless the context otherwise
requires), with respect to a specified party, any change, effect, event,
occurrence or information, as the case may be, that has, or is reasonably likely
to have, or could reasonably be likely to have, individually or in the
aggregate, a material adverse impact on the assets, business, earnings, future
prospects or financial position of such party and its subsidiaries taken as a
whole, other than any such change, effect, event, occurrence or state of facts
(a) relating to general economic, regulatory or political conditions, or (b)
relating to the technology consulting industry generally.




(h)          The
parties agree that, because all parties participated in negotiating and drafting
this Agreement, no rule of construction shall apply to this Agreement which
construes ambiguous language in favor of or against any party by reason of that
party’s role in drafting this Agreement.




ARTICLE
II  THE MERGER




2.1          THE
MERGER.  Upon the terms and subject to the conditions set forth in
this Agreement and in accordance with the DGCL, at the Effective Time, BBT shall
be merged with and into Merger Sub in accordance with the provisions of Section
251 of the DGCL.  Following the Effective Time, the separate existence
of BBT shall cease, and Merger Sub shall continue as the surviving corporation
in the Merger (hereinafter sometimes referred to as the “SURVIVING CORPORATION”)
as a business corporation incorporated under the laws of the State of Delaware
under the name “Back Bay Technologies, Inc.” and shall succeed to and assume all
the rights and obligations of BBT in accordance with the DGCL.




2.2          EFFECTIVE
TIME OF THE MERGER.  The Merger shall become effective at such time
(the “EFFECTIVE TIME”) as a duly executed Certificate of Merger (the
“CERTIFICATE OF MERGER”) is filed with the Secretary of State of the State of
Delaware.




2.3          CLOSING.  The
Closing will occur simultaneously with the execution of this
Agreement.  The Closing shall be held at the offices of Foley Hoag,
One Post Office Square, Boston, Massachusetts (fax: (617) 832-7000) or at such
other place as Parent, Merger Sub and BBT may agree.




2.4          SURVIVING
CORPORATION.




(a)          
The certificate of incorporation of Merger Sub shall be the certificate of
incorporation of the Surviving Corporation, until duly amended in accordance
with the terms thereof and of the DGCL. Simultaneously with Closing, the
certificate of incorporation of Merger Sub shall be amended to provide that the
name of Surviving Corporation shall be changed to Back Bay Technologies,
Inc.


5


(b)          The
by-laws of Merger Sub shall be the by-laws of the Surviving Corporation until
duly amended in accordance with their terms and as provided by the certificate
of incorporation of the Surviving Corporation and the DGCL.




(c)           Those
individuals designated as directors on SCHEDULE 2.4 shall, from and after the
Effective Time, be the directors of the Surviving Corporation until their
respective successors have been duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with the Surviving
Corporation’s certificate of incorporation and by-laws.




(d)           Those
individuals designated as officers on SCHEDULE 2.4 shall, from and after the
Effective Time, be the officers of the Surviving Corporation until their
successors have been duly elected or appointed and qualified or until their
earlier death, resignation or removal in accordance with the Surviving
Corporation’s certificate of incorporation and by-laws




(e)           If
at any time after the Effective Time, any party shall consider that any further
deeds, assignments, conveyances, agreements, documents, instruments or
assurances in law or any other things are necessary or desirable to vest,
perfect, confirm or record in the Surviving Corporation the title to any
property, rights, privileges, powers and franchises of BBT by reason of, or as a
result of, the Merger, or otherwise to carry out the provisions of this
Agreement, the remaining parties, as applicable, shall execute and deliver, upon
request, any instruments or assurances, and do all other things necessary or
proper to vest, perfect, confirm or record title to such property, rights,
privileges, powers and franchises in the Surviving Corporation, and otherwise to
carry out the provisions of this Agreement.




ARTICLE
III  EFFECT OF THE MERGER ON THE CAPITAL STOCK


OF
THE CONSTITUENT CORPORATIONS; MERGER CONSIDERATION




3.1          EFFECT
ON MERGER SUB CAPITAL STOCK.  As of the Effective Time, by virtue of
the Merger and without any action on the part of the holder of any Shares or any
shares of capital stock of Merger Sub, each issued and outstanding share of
capital stock of Merger Sub shall be converted into and exchanged for one
validly issued, fully paid and nonassessable share of common stock of the
Surviving Corporation.




3.2          EFFECT
ON SHARES.  As of the Effective Time, by virtue of the Merger and
without any action on the part of the holder of any Shares, each Share issued
and outstanding immediately prior to the Effective Time shall be converted into
the right to receive one Percentage Interest of the Merger
Consideration.




3.3          MERGER
CONSIDERATION.  The “MERGER CONSIDERATION” shall consist of: (a)
$1,500,000 of cash payable to the BBT Shareholders at the Closing in accordance
with SECTION 3.4(A) (the “INITIAL CASH PAYMENT”); (b) 1,000,000 shares of Parent
Stock issuable to the BBT Shareholders at the Closing in accordance with SECTION
3.4(B) (the “INITIAL STOCK PAYMENT”); (c) $1,250,000 of cash payable to the BBT
Shareholders after the Closing in accordance with SECTION 3.4(C) (the
“CONTINGENT CASH PAYMENTS”); (d) 625,000 shares of Parent Stock issuable to the
BBT Shareholders after the Closing in accordance with SECTION 3.4(D) (the
“CONTINGENT STOCK PAYMENTS”); and (e) any cash and Parent Stock payable to the
BBT Shareholders after the Closing in accordance with SECTION 3.4(E) (the
“CATCH-UP PAYMENTS”).




3.4          PAYMENT
OF MERGER CONSIDERATION.




(a)           INITIAL
CASH PAYMENTS.  At the Closing, Parent shall pay to each BBT
Shareholder an amount of cash equal to the product of (i) the number of Shares
held by such BBT Shareholder immediately prior to the Effective Time, (ii) the
Percentage Interest, and (iii) the Initial Cash Payment.  The Initial
Cash Payments will be payable by means of wire transfers to accounts specified
in writing to Parent not less than two Business Days before the Closing
Date.


6


(b)          INITIAL
STOCK PAYMENTS.  At and after the Closing, upon surrender to Parent by
each BBT Shareholder of certificates representing the number of Shares held by
such BBT Shareholder immediately prior to the Effective Time, Parent shall issue
and deliver to each such BBT Shareholder a certificate, registered in the name
of such BBT Shareholder, representing a number of shares of Parent Stock equal
to the product of (i) the number of Shares held by such BBT Shareholder
immediately prior to the Effective Time,




(i)           the
Percentage Interest, and (iii) the Initial Stock Payment.




(c)          CONTINGENT
CASH PAYMENTS.  For each Performance Period in which the EBITDA of the
Surviving Corporation is greater than $700,000, Parent shall pay, or cause the
Escrow Agent to pay, to each BBT Shareholder an amount of cash determined in
accordance with the following formula:




CCP
                    =
                    S * P * E * 416,6671,000,000Where:CCP
                    =
                    The
      amount of cash payable by Parent to such BBT Shareholder with respect to
      such Performance Period;S
                    =
                    The
      number of Shares held by such BBT Shareholder immediately prior to the
      Effective Time;P
                    =
                    The
      Percentage Interest;E
                    =
                    The
      EBITDA of the Surviving Corporation for such Performance
      Period;


PROVIDED,
however, that the sum of the cash payments payable by Parent with respect to any
given Performance Period shall not exceed $416,667.  Any cash payment
payable to a BBT Shareholder with respect to a given Performance Period shall be
due within 15 days after Parent’s receipt of the Performance Period Financial
Statement for such period.




(d)           CONTINGENT
STOCK PAYMENTS. For each Performance Period in which the EBITDA of the Surviving
Corporation is greater than $700,000, Parent shall deliver, or cause the Escrow
Agent to deliver, to each BBT Shareholder a certificate representing a number of
shares of Parent Stock determined in accordance with the following
formula:




CSP
                =
                S * P * E * 208,3331,000,000Where:CSP
                =
                The
      number of shares of Parent Stock  issuable by Parent to such BBT
      Shareholder with respect to such Performance Period;S
                =
                The
      number of Shares held by such BBT Shareholder immediately prior to the
      Effective Time;P
                =
                The
      Percentage Interest;E
                =
                The
      EBITDA of the Surviving Corporation for such Performance
      Period;


PROVIDED,
however, that the sum of shares of Parent Stock issuable by Parent with respect
to any given Performance Period shall not exceed 208,333. Any certificate
representing shares of Parent Stock issuable to a BBT Shareholder with respect
to a given Performance Period shall be delivered to such BBT Shareholder within
30 days after Parent’s receipt of the Performance Period Financial Statement for
such period.




(e)           CATCH-UP
PAYMENTS.  In the event that the Surviving Corporation generates less
than $1,000,000 of EBITDA in a given Performance Period, then, within 30 days
after receipt of the Quarterly Financial Statement for the next fiscal quarter
(“NFQ”), the BBT Shareholders may prepare and deliver to Parent a statement (a
“CATCH-UP STATEMENT”) that recalculates the Contingent Cash Payments and
Contingent Stock Payments for such Performance Period using a specified amount
of EBITDA from the NFQ.  Within five days after receiving a Catch-up
Statement, Parent shall: (i) pay, or cause the Escrow Agent to pay, to each BBT
Shareholder an amount of cash equal to the difference of (A) the pro forma cash
payment payable to such BBT Shareholder as set forth in the Catch-up Statement,
less (B) the amount of cash paid to such BBT Shareholder with respect to the
previous Performance Period; and (ii) deliver, or cause the Escrow Agent to
deliver, to each BBT Shareholder a certificate representing a number of shares
of Parent Stock equal to the difference of (A) the pro forma number of shares
issuable to such BBT Shareholder as set forth in the Catch-Up Statement, less
(B) the number of shares issued to such BBT Shareholder with respect to the
previous Performance Period.  Any amount of EBITDA that is borrowed
from an NFQ and used in connection with a Catch-up Statement shall, for purposes
of this Article III, irrevocably be deducted from the EBITDA for the Performance
Period in which it actually occurs.  Notwithstanding the foregoing,
the BBT Shareholders shall not be entitled to use EBITDA from any period after
December 31, 2004 for purposes of delivering to Parent a Catch-up
Statement.


7


3.5          ESCROW
AGREEMENT.




(a)           CASH.  During
the period between the Closing Date and the end of the third Performance Period,
Parent shall cause Surviving Corporation to deposit 50% of the Surviving
Corporation’s EBITDA (computed on a quarterly basis) into escrow with the Escrow
Agent on or before the 30th day following the end of each quarter; PROVIDED that
the maximum cash amount that shall be deposited into escrow shall be $416,667
per Performance Period.  The cash in escrow shall secure Parent’s
payment obligations under SECTIONS 3.4(C) AND (E) and shall be released in
accordance with the Escrow Agreement.




(b)           PARENT
STOCK.  At the Effective Time, Parent shall issue 625,000 shares of
Parent Stock to the BBT Shareholders, which shares shall be deposited into
escrow with the Escrow Agent.  The shares of Parent Stock in escrow
shall secure Parent’s payment obligations under SECTION 3.4(D) AND (E) and shall
be released in accordance with the Escrow Agreement.




3.6          TAXES.  All
transfer, documentary, sales, use, registration, value-added and other similar
taxes and related fees including any penalties, interest, and additions to tax
incurred in connection with this Agreement, the Related Agreements and the
transactions contemplated hereby and thereby shall be paid equally by the
Surviving Corporation and the BBT Shareholders, excluding any such taxes or fees
incurred by a holder of Shares.




ARTICLE
IV  REPRESENTATIONS AND WARRANTIES OF BBT AND THE BBT
SHAREHOLDERS




As a
material inducement for Parent and Merger Sub to enter into this Agreement and
to consummate the transactions contemplated hereby, BBT and the BBT Shareholders
hereby jointly and severally make the following representations and warranties
as of the date hereof, each of which is relied upon by Parent and Merger Sub
regardless of any investigation made or information obtained by
Parent:




4.1          ORGANIZATION;
QUALIFICATION AND CAPITAL STOCK; CORPORATE RECORDS.




(a)           BBT
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, and has the corporate power to own all of its
property and assets, to incur all of its liabilities and to carry on its
Business as now being conducted.




(b)           BBT
is duly qualified and in good standing in each jurisdiction in which the nature
or conduct of the Business or the character or location of its properties makes
such qualification necessary, except for those jurisdictions where the failure
to be so qualified or in good standing would not individually or in the
aggregate have a material adverse effect on the Business of BBT.  A
list of all such jurisdictions appears on SCHEDULE 4.1(B).




(c)           The
names of the directors and officers of BBT, together with the offices they hold,
are set forth on SCHEDULE 4.1(C).




(d)           The
authorized capital stock of BBT consists of 25,000,000 shares of voting common
stock, 10,285,000 of which shares are duly and validly issued and outstanding,
are fully paid and non-assessable.  Except as set forth on SCHEDULE
4.1(D), since its date of incorporation, BBT has not issued any shares of its
capital stock, effected any stock split or otherwise changed its
capitalization.


8


(e)           None
of the outstanding shares of BBT’s capital stock has been issued in violation of
any preemptive rights of the current or past stockholders of BBT, or any stock
purchase agreement or other agreement to which BBT was or is a party or
bound.




(f)           Except
as set forth on SCHEDULE 4.1(F), there are no issued or outstanding options,
warrants, rights to subscribe for, calls, or commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of BBT, or contracts, commitments,
understandings or arrangements by which BBT is or may be obligated to issue
additional shares of its capital stock or options, warrants or rights to
purchase or acquire any additional shares of its capital stock.




(g)           Except
as disclosed on SCHEDULE 4.1(G) and except for dividends to BBT Shareholders for
the purpose of distribution of BBT’s profits for the fiscal year ended December
31, 2001, since December 31, 2000, BBT has not (i) paid any dividend to any of
its equity owners, (ii) made any other distribution on or with respect to, or
redeemed or otherwise acquired, any equity interest in BBT, (iii) made or
permitted any change in the authorized, issued, or treasury shares of its equity
securities, or (iv) taken any action which, if taken after the date of this
Agreement, would require the prior written consent of Parent and/or Merger Sub
pursuant to this Agreement.  There is no liability for dividends
declared or accumulated but unpaid with respect to any of the
Shares.




(h)           except
as set forth on Schedule 4.1(h), BBT has not made any distributions to any
holders of Shares or participated in or effected any issuance, exchange or
retirement of Shares, or otherwise changed the equity interests of holders of
Shares in contemplation of effecting the Merger within the one year immediately
preceding the date of this Agreement.




(i)           Except
as set forth on SCHEDULE 4.1(I), BBT has not conducted business under any name
other than its own.  SCHEDULE 4.1(I) includes a list of all of BBT’s
fictitious name registrations.




(j)           Subject
to the satisfaction of the conditions precedent set forth herein, BBT has the
corporate power to execute, deliver and perform this Agreement and the Related
Agreements to which BBT is a party, and, subject to the satisfaction of the
conditions precedent set forth herein, has taken all action required by its
certificate of incorporation, by-laws or otherwise, to authorize the execution,
delivery and performance of this Agreement and the Related
Agreements.  Except as set forth in SCHEDULE 4.1(J), the execution and
delivery of this Agreement does not, and the consummation of the Merger and the
consummation of the transactions contemplated hereby will not, violate any
provisions of the certificate of incorporation or by-laws of BBT or any
provisions of, or result in the acceleration of any obligation under, any
mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment
or decree, to which BBT or any of the BBT Shareholders is a party, or by which
it is bound, or violate any restriction of any kind to which it is
subject.  The execution and delivery of this Agreement has been
approved by the Board of Directors of BBT.  This Agreement is a valid
obligation of BBT, legally binding upon it and enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights and remedies generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).




(k)           The
Books and Records of BBT are complete and correct in all material respects and
have been maintained in accordance with good business practice.  True
and complete copies of all minutes, resolutions, stock certificates and stock
transfer ledgers of BBT are contained in the minute books that have been
delivered to the Parent for inspection and will be delivered to the Parent at
the Closing.  The minute books, stock transfer records and such other
books and records of BBT that have been delivered to the Parent and its
representatives, are complete and correct in all material
respects.  The financial and business projections that appear in the
Confidential Memorandum prepared by BBT and delivered to Parent and its
representatives represent management’s good faith estimates of the future
performance of BBT based on assumptions set forth therein and which, in the
reasonable judgment of management of BBT, were reasonable when made and continue
to be reasonable on the date hereof, and are subject to all of the
qualifications and disclaimers set forth in such Confidential
Memorandum.


9


4.2          SHAREHOLDER
POWER AND AUTHORITY; OWNERSHIP.




(a)           Each
BBT Shareholder is an adult individual with full power and authority to own his
properties, to manage his fiscal affairs and to enter into this Agreement and
each of the Related Agreements to which he is a party and to agree to the
transactions contemplated hereby and thereby and to perform all of his
obligations hereunder and thereunder.  No BBT Shareholder is subject
to any legal disability which would prevent him from performing under this
Agreement or any Related Agreement, and no order has been entered appointing a
receiver for any BBT Shareholder or his assets.  There is no claim,
action, suit or proceeding (including, without limitation, current
investigations by governmental agencies) pending against any BBT Shareholder
seeking to enjoin the execution and delivery of this Agreement, the Related
Agreements to which the BBT Shareholders are parties, or consummation of the
transactions contemplated hereby or thereby.




(b)           This
Agreement and each of the Related Agreements to which the BBT Shareholders are
parties constitute the legal, valid and binding obligations of the BBT
Shareholders, enforceable against the BBT Shareholders in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights and remedies generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).




(c)           Each
of Marc Maselli and Curtis D. Stevenson owns that number of Shares set forth on
SCHEDULE 4.2(C).  Each BBT Shareholder has good and marketable title
to all of the Shares set forth opposite such BBT Shareholder’s name on SCHEDULE
4.2(C), free and clear of all Encumbrances and restrictions, legal or equitable,
of every kind, except for restrictions on transfer imposed by (i) a shareholder
agreement among the BBT Shareholders that will terminate by its own terms at the
Effective Time, and (ii) federal or state securities laws.  Each BBT
Shareholder has full and unrestricted legal right, power, and authority to sell,
assign, and transfer the Shares without obtaining the consent or approval of any
other person, entity, or governmental authority and the delivery of the Shares
to Parent pursuant to this Agreement will transfer valid title thereto, free and
clear of all Encumbrances, claims, and restrictions of every kind, except for
restrictions on transferability imposed by federal and state securities
laws.  Each BBT Shareholder hereby waives, as of the Closing Date, all
rights that exist pursuant to all shareholder agreements and other contractual
rights or charter document provisions relating to the transferability of their
respective Shares, as and to the extent necessary to permit the consummation of
the transactions provided for herein.




4.3          NO
VIOLATIONS OF LAWS OR AGREEMENTS, CONSENTS OR DEFAULTS.




(a)           The
delivery of this Agreement and the consummation of the transactions contemplated
by this Agreement and the Related Agreements will not result in any breach or
violation of any of the terms or provisions of, or constitute a default under,
(i) the certificate of incorporation or by-laws of BBT or (ii) any statute,
order, decree, proceeding, rule, or regulation of any court or governmental
agency or body, United States or foreign, having jurisdiction over BBT or any
assets of BBT.




(b)           Except
as set forth on SCHEDULE 4.3(B), the delivery of this Agreement, the Related
Agreements and the consummation of the transactions contemplated hereby and
thereby will not result in a breach or violation of the term of, or constitute a
default under, any agreement, instrument, or commitment to which BBT is party,
by which it is bound, or to which any of BBT’s property is subject, and no
consent or approval is required from any third party for the
Merger.




(c)           BBT
is not in default under, or in violation of any provision of, its certificate of
incorporation, by-laws, any promissory note, indenture or any evidence of
indebtedness or security thereto, lease, purchase contract or other commitment,
or any other agreement that is material to the Business of BBT.




4.4          NO
SUBSIDIARIES.  Except as disclosed on SCHEDULE 4.4, BBT does not own
stock in and does not control, directly or indirectly, any other corporation,
association or business organization.  BBT is not a party to any joint
venture or partnership.


10


4.5          FINANCIAL
INFORMATION.




(a)           BBT
has previously provided to Parent true and complete copies of the Financial
Statements.  The Financial Statements have been prepared on a cash
basis in accordance with the Books and Records.  The Financial
Statements accurately present in all material respects the financial position
and the results of operations of BBT on a cash basis as of the dates and for the
periods indicated.  The Financial Statements provide adequately for
all bad and doubtful debts, material liabilities (actual, contingent, deferred
or otherwise) and material financial commitments existing as of the dates
thereof.




(b)           Except
as disclosed on SCHEDULE 4.5(B), the Financial Statements do not reflect any
material non-recurring income not identified therein.




(c)           All
assets used by BBT in the Business having a value greater than $1,000 per asset
are disclosed on SCHEDULE 4.5(C).




4.6          ABSENCE
OF CERTAIN CHANGES.  Since September 15, 2001, except as set forth on
SCHEDULE 4.6, BBT has conducted the Business only in the ordinary course and
consistent with past practice, and has not:




(a)          suffered
any material adverse change in its operations, condition (financial or
otherwise), assets, liabilities, earnings or working capital;




(b)          incurred
any liabilities or obligations (absolute, accrued, contingent or otherwise)
except current liabilities incurred and liabilities under contracts entered into
in the ordinary course of business and consistent with past practice (including
obligations or liabilities arising from one transaction or a series of related
or similar transactions, and all periodic installments or payments under any
lease or other agreement providing for periodic installments or payments, as a
single obligation or liability), or increased, or experienced any change in any
assumptions underlying or methods of calculating any bad debt, contingency or
other reserves;




(c)          declared,
set aside or paid any dividend or distribution in respect of shares of the
capital stock of BBT or redeemed, purchased or otherwise acquired any BBT
capital stock;




(d)          issued,
delivered, or sold, or authorized the issuance, delivery or sale of, any share
of capital stock or any option or rights with respect thereto, or modification
or amendment of any right of any holder of outstanding shares of capital stock
or options with respect thereto;




(e)          paid,
discharged or satisfied any claims, liabilities or obligations (absolute,
accrued, contingent, known or unknown, or otherwise) other than the payment,
discharge or satisfaction in the ordinary course of business and consistent with
past practice of liabilities and obligations reflected or reserved against in
the Balance Sheet or incurred in the ordinary course of business and consistent
with past practice since the Balance Sheet Date;




(f)           permitted
or allowed any of the assets or properties of BBT to be subjected to any
mortgage, pledge, lien, security interest encumbrance, restriction or charge of
any kind;




(g)          written
down the value of any inventory or written off as uncollectible any notes or
accounts receivable;




(h)          canceled
any debts, or waived any claims or rights of substantial value;




(i)           sold,
transferred or otherwise disposed of any of its properties or assets, except in
the ordinary course of business and consistent with past
practice;


11


(j)          
 disposed of or permitted to lapse any rights to the use of any patent,
trademark, trade name or copyright, or disposed of or disclosed to any person
other than an Affiliate any invention, discovery, know-how, trade secret,
formula, process or other intellectual property not theretofore a matter of
public knowledge;




(k)        
  granted any general increase in the compensation of employees of BBT
(including any such increase pursuant to any bonus, pension, profit sharing or
other plan or commitment) or any increase in the compensation payable or to
become payable to any employee of BBT materially in excess of merit increases
consistent with past practice, and no such increase is customary on a periodic
basis or required by agreement or understanding;




(l)        
   made any capital expenditure or commitment for capital
expenditures, other than those capital expenditures or commitments that have
been paid in full;




(m)     
    made any change in any method of accounting or
accounting practice or failed to maintain the books and records of BBT in the
ordinary course of business and consistent with past practice;




(n)    
     failed to maintain any of its properties or
equipment in good operating condition and repair, subject to ordinary wear and
tear;




(o)          failed
to maintain in full force and effect all existing policies of insurance at least
at such levels as were in effect prior to such date or canceled any such
insurance or, to its knowledge, taken or failed to take any action that would
enable the insurers under such policies to avoid liability for claims arising
out of occurrences prior to the Closing;




(p)          entered
into any material transaction or made or entered into any material written
contract or commitment, or terminated or amended any material contract or
commitment, except in the ordinary course of business and consistent with past
practice, and not in excess of current requirements;




(q)          taken
any action that could reasonably be expected to have a material adverse effect
on the business organization of BBT or BBT’s current relationships with its
customers, employees, suppliers, distributors, advertisers, subscribers or
others having business relationships with BBT; or




(r)           agreed
in writing to take any action with respect to any of the matters described in
this SECTION 4.6.




4.7          LICENSES;
REGULATORY APPROVALS.  BBT holds all licenses, certificates and other
regulatory approvals required or necessary to be applied for or obtained in
connection with the Business as presently conducted, except for such approvals
which if not obtained would not individually or in the aggregate have a material
adverse effect on the business of BBT.  All such licenses,
certificates and other approvals are listed on SCHEDULES 4.7.  Except
as set forth on SCHEDULE 4.7 all such licenses, certificates and other
regulatory approvals relating to the Business, operations and facilities of BBT
are in full force and effect.  Any and all past litigation concerning
such licenses, certificates and regulatory approvals, and all claims and causes
of action raised therein, have been finally adjudicated, and, in the case of
such litigation finally adjudicated since the Balance Sheet Date such
adjudication has not had a material adverse effect on BBT.  Except as
set forth on SCHEDULE 4.7, no such license, certificate or regulatory approval
has been revoked, conditioned (except as may be customary) or restricted, and no
action (equitable, legislative or administrative), arbitration or other process
is pending, or to the knowledge of BBT, threatened, which in any way challenges
the validity of, or seeks to revoke, condition or restrict any such license,
certificate or regulatory approval.




4.8          REGULATORY
MATTERS.




(a)           Except
as may be disclosed on SCHEDULE 4.8(A), (i) BBT is not the subject of any
outstanding, and is not aware of any threatened, investigation, audit, review or
other examination of BBT by any federal or state governmental agency having
supervisory or regulatory authority with respect to BBT or the Business, and
(ii) BBT is not subject to, nor has BBT received any notice or advice that it
may become subject to, any order, agreement, memorandum of understanding or
other regulatory enforcement action or proceeding with any federal or state
governmental agency having supervisory or regulatory authority with respect to
BBT or the Business.




12


(b)           BBT
is not aware of any proposed or pending change in any law or regulation
affecting the Business which would materially adversely affect the operations,
financial condition or prospects of BBT.




4.9          TAX
MATTERS.




(a)           Except
as set forth on SCHEDULE 4.9(A), BBT has prepared and filed in accordance with
applicable laws, rules and regulations all federal, state and local income,
franchise, excise, sales, use, real and personal property and other tax returns,
information statements and reports required to be filed by it or requests for
extensions to file such returns have been timely filed and granted and have not
expired in accordance with applicable laws, rules and
regulations.  Copies of all such tax returns for the taxable periods
ended on or after December 31, 1998, have been previously delivered to Parent
and are listed on SCHEDULE 4.9(A).




(b)           All
such returns were correct and complete in all material respects.




(c)           BBT
has paid all taxes that have become due and payable by BBT to (or claimed to be
due and payable by) any federal, state, county, local, foreign or other taxing
authority.  BBT has made full provision or reserve in the Financial
Statements for all taxes for which BBT is or may be accountable or payable by
BBT through the Closing Date with respect to income, profits or gains earned,
accrued or received on or before the dates thereof and full and proper provision
has been made in such Financial Statements for deferred tax in accordance with
GAAP.  All estimated tax payments of BBT that have become due and
payable prior to the date of this Agreement have been paid.




(d)           BBT
has properly withheld taxes from the salaries, wages or other compensation paid
or payable to officers, employees or other persons, and has paid to the
appropriate federal, state or local taxing authorities, any amounts required to
be withheld therefrom under applicable laws, rules or regulations.




(e)           To
BBT’s knowledge, no event, transaction, act or omission has occurred which could
result in BBT becoming liable for any tax of a Person other than
BBT.  BBT has not been a member of an affiliated group of corporations
filing consolidated federal income tax returns.




(f)           To
BBT’s knowledge, no tax return (or item in a tax return) is currently under
audit by any taxing authority, and there are no agreements for the extension of
time for the assessment or payment of any tax.  BBT has not received
notice of any material dispute in relation to any tax liability of BBT, and to
BBT’s knowledge no taxing authority has indicated that it intends to raise any
such dispute.  BBT is not aware of any facts which may constitute the
basis for the proposal of any tax deficiencies for any unexamined
year.




(g)           BBT
is not a party to any contract, agreement, plan, or arrangement that is a tax
sharing or allocation arrangement or that could give rise to any payment that
would not be deductible under Section 280G or 162(m) of the Code.




(h)           BBT
has not entered into any transaction or course of conduct (other than
legitimate, good faith tax planning) designed in whole or in part to avoid
taxes.




4.10        LITIGATION
CLAIMS.




(a)           There
is no action, suit, claim, investigation or proceeding, whether at law or in
equity (a “CLAIM”), pending or, to the knowledge of BBT, threatened that
questions the validity of this Agreement or the Related Agreements or any action
taken or to be taken by BBT in connection with the consummation of the
transactions contemplated hereby or thereby or which seeks to prohibit, enjoin
or otherwise challenge any of the transactions contemplated hereby or
thereby.


13


(b)           SCHEDULE
4.10(B) sets forth an accurate and complete list, and a brief description
(setting forth the names of the parties involved, the court or other
governmental or mediating entity involved, the relief sought and the substantive
allegations and the status thereof), of each Claim pending or, to the knowledge
of BBT, threatened against or affecting BBT.  None of the pending or
threatened Claims set forth on SCHEDULE 4.10(B), if adversely determined, would
individually or in the aggregate, result in a materially adverse effect on
BBT.  To the knowledge of BBT, no event has occurred and no
circumstance, matter or set of facts exist which would constitute a reasonable
and valid basis for the assertion by any third party of any claim or Claim,
other than those listed on SCHEDULE 4.10(B).  Except as set forth in
SCHEDULE 4.10(B) there is no outstanding or, to the knowledge of BBT, threatened
judgment, injunction, judgment, order or consent or similar decree or agreement
(including, without limitation, any consent or similar decree or agreement with
any governmental entity) against, affecting or naming BBT.




(c)           To
BBT’s knowledge, except as disclosed on SCHEDULE 4.10(C), there is no claim
(whether based on statute, negligence, breach of warranty, strict liability or
any other theory) relating directly or indirectly to any product manufactured or
sold, or any services performed, by BBT.




4.11        PROPERTIES,
CONTRACTS; LEASES AND OTHER AGREEMENTS; BANK ACCOUNTS.




(a)           BBT
does not own any real estate.




(b)           All
leasehold interests for real property and any material personal property used by
BBT in the Business are held pursuant to lease agreements which are valid and
enforceable in accordance with their terms, the agreements for which are listed
on SCHEDULE 4.11(B).  To the knowledge of BBT, all such properties
comply in all material respects with all applicable private agreements, zoning
requirements and other governmental laws and regulations relating thereto and
there are no condemnation proceedings pending or, to the knowledge of BBT,
threatened with respect to such properties.  BBT has not assigned or
subleased its interests under such leases or the assets covered
thereby.  Each such lease has been duly and validly executed, is in
full force and effect and constitutes the valid and binding agreement of the
parties thereto.  Any additional business offices maintained by BBT
during the past two (2) years are also listed by location on SCHEDULE
4.11(B).




(c)           Except
as set forth on SCHEDULE 4.11(C), and excluding trade accounts payable incurred
in the ordinary course of business and payable to Persons other than Affiliates
of BBT, BBT does not have any liabilities for borrowed funds, extensions of
credit or other advances that are subject to repayment whether pursuant to a
written agreement, oral understanding or course of conduct, and whether
reflected on the Financial Statements as indebtedness, accounts payable or
otherwise, and any such liability set forth on SCHEDULE 4.11(C) maybe prepaid at
any time without premium or penalty.




(d)           Except
as set forth on SCHEDULE 4.11(D), and excluding goods purchased by BBT in the
ordinary course of business, BBT is not a party to any agreements, contracts or
commitments relating to the acquisition of the assets or capital stock of any
other business enterprise.




(e)           Except
as set forth on SCHEDULE 4.11(E), BBT is not a party to any agreements, loans,
contracts, leases, guarantees, letters of credit, lines of credit or commitments
of BBT not referred to elsewhere in this Agreement which:




(i)        
   involve potential payments by BBT or incurring by BBT of costs
or obligations, of more than $10,000 in the aggregate;




(ii)           involve
payments based on profits of BBT;




(iii)          relate
to the future purchase of goods or services materially in excess of the
requirements of the Business at current levels or for normal operating
purposes;




(iv)          include
powers of attorney or grants of agency by BBT;


14


(v)           cannot
be canceled by BBT without penalty or premium on no more than thirty (30) days’
notice;




(vi)          were
not made in the ordinary course of business;  or




(vii)         otherwise
materially affect the Business or financial condition of BBT.




(f)           Except
as set forth on SCHEDULE 4.11(F), no contracts material to the Business will
terminate or are subject to modification by reason of the Merger and BBT has not
received written notice of any potential termination or modification of such
contracts.




(g)          Except
as set forth on SCHEDULE 4.11(G), neither BBT, not any other party, is in
default, technical or otherwise, of any real estate lease, equipment lease, loan
or credit agreement, or any other contract or agreement to which BBT is a party,
and, to the knowledge of BBT, no event or condition has occurred or exists
which, with the passage of time, giving of notice or both, would cause any party
to be in default thereunder.




(h)          Set
forth on SCHEDULE 4.11(H) is an accurate and complete list showing the name and
address of each bank, securities broker, mutual fund, investment company,
investment adviser or other financial institution or similar Person with which
BBT has an account, including the account or box number and the names of all
persons and entities authorized to draw thereon or have access
thereto.




(i)           All
material contracts and agreements to which BBT is a party (“CONTRACTS”) (i) are
valid and enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity); (ii) no Default (as
defined below) exists under any Contract either by BBT or, to the knowledge of
BBT, by any other party thereto; (iii) BBT is not aware of the assertion by any
third party of any claim of Default or breach under any of the Contracts; and
(iv) BBT is not aware of any present intention on the part of any significant
customer or supplier or other business partner of BBT to either (a) terminate or
significantly change its existing business relationship with BBT either now or
in the foreseeable future, or (b) fail to renew or extend its existing business
relationship with BBT at the end of the term of any existing contractual
arrangement such entity may have with BBT.  For purposes of this
Agreement, the term “DEFAULT” means, with respect to any Contract, (x) any
breach of or default under such Contract, (y) any event, other than the normal
passage of time, which would (either with or without notice or lapse of time or
both) give rise to any right of termination, cancellation or acceleration of any
obligation to repay with respect to such Contract, or (z) any event, other than
the normal passage of time, which would result in either a significant increase
in the obligations or liabilities of, or a loss of any significant benefit of,
the party in question under such Contract.




(j)           Set
forth on SCHEDULE 4.11(J) is an accurate and complete list showing all Contracts
whereby BBT is providing or expects to provide products or services of any kind
to a third party.




(k)          Except
as set forth on SCHEDULE 4.11(K), neither BBT nor the BBT Shareholders have
granted any right of first refusal or similar right in favor of any third party
with respect to the Shares or with respect to any material portion of its
properties or assets or entered into any non-competition agreement or similar
agreement restricting its ability to engage in any business in any
location.




4.12        EMPLOYEE
MATTERS; BENEFIT PLANS; ERISA




(a)           Except
as may be disclosed on SCHEDULE 4.12(A), BBT has not entered into any collective
bargaining agreement with any labor organization with respect to any group of
employees of BBT and, to the knowledge of BBT, there is no present effort nor
existing proposal to attempt to unionize any group of employees of
BBT.




(b)          Except
as may be disclosed on SCHEDULE 4.12(B):


15


(i)    
       BBT is and has been in material
compliance with all applicable laws relating to employment and employment
practices, terms and conditions of employment and wages and hours, including,
without limitation, any such laws respecting employment discrimination and
occupational safety and health requirements, and BBT is not engaged in any unfit
labor practices;




(ii)           There
is no material unfair labor practice complaint against BBT pending or, to the
knowledge of BBT, threatened before the National Labor Relations
Board;




(iii)          There
is no labor dispute, strike, slowdown or stoppage actually pending or, to the
knowledge of BBT, threatened against or directly relating to BBT;
and




(iv)          BBT
has not experienced any material work stoppage or other material labor
difficulty during the past year.




(c)           Except
as described and attached to SCHEDULE 4.12(C), BBT is not a party to any
agreement for the employment, retention or engagement or with respect to the
severance of any officer, employee, agent or consultant.  SCHEDULE
4.12(C) contains a correct and complete description of all compensation plans
and arrangements; bonus and incentive plans and arrangements; deferred
compensation plans and arrangements; stock purchase and stock option plans and
arrangements; hospitalization and other life, health or disability insurance or
reimbursement programs; holiday, sick leave, severance, vacation, tuition
reimbursement, personal loan and product purchase discount policies and
arrangements, policy manuals and any other plans or arrangements providing for
benefits for employees of BBT.




(d)           Except
as set forth on SCHEDULE 4.12(D), BBT does not maintain, contribute to or
participate in any Benefit Plan whether as sponsor, adopting employer or
otherwise.




(e)           BBT
does not participate in, nor have they in the past three (3) years participated
in, nor do they have any present or future obligation or liability under, any
multi-employer plan (as defined at Section 3(37) of ERISA).




(f)           All
Benefit Plans have in all material respects been operated, administered and
maintained in accordance with the terms thereof and in compliance with the
requirements of all applicable laws, including, without limitation, ERISA and
the Code.




(g)          All
contributions to, and payments from, the Benefit Plans which may have been
required to be made in accordance with the Benefit Plans and, when applicable,
Section 302 of ERISA or Section 412 of the Code, have been timely
made.  All such contributions to the Benefit Plans and all payments
under the Benefit Plans, except those to be made from a trust qualified under
Section 401(a) of the Code, for any period ending before the Closing Date that
are not yet, but will be, required to be made, are properly accrued and
reflected on the respective Financial Statements.  No Benefit Plan has
applied for or received a waiver of the minimum finding standards imposed by
Section 412 of the Code.




(h)          All
reports, returns and similar documents with respect to the Benefit Plans
required to be filed with any governmental agency or distributed to any Benefit
Plan participant have been duly and timely filed or distributed.




(i)           All
of the Benefit Plans which are “pension benefit plans” (as defined in Section
3(2) of ERISA) have received determination letters from the IRS to the effect
that such plans are qualified, and each trust maintained in connection with such
plan is exempt from federal income taxes under Sections 401(a) and 501(a),
respectively, of the Code; and no determination letter with respect to any
Benefit Plan has been revoked nor, to BBT’s knowledge, has revocation been
threatened, nor has any Benefit Plan been amended since the date of its most
recent determination letter or application therefor in any respect which would
adversely affect its qualification or materially increase its cost, and no
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.


16




(j)           Each
of the Benefit Plans has been administered at all times, and in all material
respects, in accordance with its terms except that in any case in which any
Benefit Plan is currently required to comply with a provision of ERISA or the
Code, but is not yet required to be amended to reflect such provision, it has
been administered in accordance with such provision. There are no pending
investigations by any governmental agency involving the Benefit Plans, no
termination proceedings involving the Benefit Plans, and to BBT’s knowledge, no
threatened or pending claims (except for claims for benefits payable in the
normal operation of the Benefit Plans), suits or proceedings against any Benefit
Plan or asserting any rights or claims to benefits under any Benefit Plan which
could give rise to any liability nor, to BBT’s knowledge, are there any facts
which could give rise to any liability in the event of any such investigation,
claim, suit or proceeding.




(k)          None
of the Benefit Plans, BBT, any employee of BBT or, to BBT’s knowledge, any
trusts created thereunder, or any trustee, administrator or other fiduciary
thereof, has engaged in a “prohibited transaction” (as such term is defined in
Section 4975 of the Code or Section 406 of ERISA) which could subject any of
them to the tax or penalty on prohibited transactions imposed by such Section
4975 of the Code or the sanctions imposed under Title I of ERISA. Neither the
Benefit Plans nor any such trust has been terminated nor have there been any
“reportable events” (as defined in Section 4041 of ERISA and the regulations
thereunder) with respect to either thereof.




(l)           No
Benefit Plan subject to Title IV of ERISA has incurred any liability to the
Pension Benefit Guaranty Company other than for the payment of premiums, all of
which have been paid when due. Each Benefit Plan subject to Title IV of ERISA
has assets sufficient on a plan termination basis to be eligible on the Closing
Date for a standard termination pursuant to ERISA Section 4041 without BBT being
required to make any additional contributions. Each Benefit Plan subject to
Title IV of ERISA has assets equal to or greater than such Benefit Plan’s
project benefit obligations as disclosed in such Benefit Plan’s most recent
actuarial report. All unaudited liabilities of each Benefit Plan not subject to
Title IV or ERISA have been accrued or expenses in accordance with
GAAP.




(m)         The
latest reports or forms, if any, filed with the Department of Labor and Pension
Benefit Guaranty Corporation under ERISA, any current financial or actuarial
reports and any currently effective IRS private rulings or determination letters
obtained by or for the benefit of BBT and all current and prior summary plan
descriptions in respect to any of the Benefit Plans are listed on SCHEDULE
4.12(M).




(n)          BBT
is in full compliance with the coverage continuation requirements of the
Consolidated Omnibus Budget, Reconciliation Act of 1985, as
amended.




(o)          Except
as set forth on SCHEDULE 4.12(O), BBT is not a party to any oral or written
agreement with any executive, officer or other key employee, the benefits of
which are contingent or 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 the payment of in excess of Fifty
Thousand Dollars ($50,000), 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 transactions contemplated by this
Agreement.




4.13      
PERSONNEL. SCHEDULE 4.13 contains (i) the list of all persons employed by BBT
and (ii) an accurate and complete list of the wage rates for all such persons
employed by BBT by classification. BBT is not in default with respect to any
material obligation to any of its employees.




4.14      
TITLE TO AND CONDITION OF PROPERTIES.




(a)          Except
as described on SCHEDULE 4.14(A), BBT collectively owns or uses all of the
personal property included in the balance sheet (the “BALANCE SHEET”) dated as
of November 30, 2001 (the “BALANCE SHEET DATE”) (except assets as have been
disposed of in the ordinary course of BBT’s business since the Balance Sheet
Date), which owned assets are free and clear of all Encumbrances and rights to
possession of third parties, of every type and nature. The assets of BBT are
sufficient to carry on the business of BBT in the ordinary course as presently
conducted. Other than as disclosed on SCHEDULE 4.14(A) or specifically provided
for in this Agreement, BBT has not entered into any leases, licenses, easements
or other agreements, recorded or unrecorded, granting rights to third parties in
any real or personal property of BBT, and, except for property leased by BBT, to
BBT’s knowledge, no person or other company has any right to possession, use or
occupancy of any of the property used by BBT.


17


(b)         Except
for inventory that is excess, damaged or obsolete, for which BBT has established
in the aggregate an adequate reserve in the Balance Sheet in accordance with
GAAP, the inventory reflected in the Balance Sheet and not disposed of or
reserved since such date is of good and merchantable quality, of a quantity and
quality saleable in the ordinary course of business of BBT in accordance with
past practices and is adequate as of the date hereof for the business of BBT as
conducted as of such date.




(c)          Equipment
used by BBT in the conduct of its business is, as of the date hereof, taken as a
whole in good and operating condition (reasonable wear and tear excepted) and is
sufficient to carry on the business of BBT in the ordinary course as it is
presently conducted.




4.15         PRODUCT
AND SERVICE WARRANTIES.  Except as set forth on SCHEDULE 4.15, each
product or service delivered or licensed by BBT has been in conformity in all
material respects with all applicable federal, state, local or foreign laws and
regulations, contractual commitments and all express and implied warranties, and
BBT has no liability for replacement or repair thereof or other damages in
connection therewith, except for liabilities incurred in the ordinary course of
business, and no product or service delivered or licensed by BBT is subject to
any guaranty, warranty or other indemnity, other than guaranties, warranties and
indemnities provided by BBT in connection with products or services delivered or
licensed to the customers listed in SCHEDULE 4.18(B).




4.16         INTELLECTUAL
PROPERTY.




(a)          Except
as set forth on SCHEDULE 4.16(A), BBT owns, free and clear of all liens,
mortgages, security interests, charges and encumbrances of every nature, kind
and description, and has good and merchantable title to, or holds adequate
licenses or otherwise possesses all rights necessary to use, all patents,
trademarks, service marks, trade names, copyrights (including any applications
for any of the foregoing), the domain name WWW.BACKBAYTECHNOLOGIES.COM, all
other names embodying business or product goodwill (or both), inventions,
discoveries and improvements, processes, know-how, trade secrets, scientific,
technical, engineering and marketing data, computer programs, software,
including all object and source codes, programming tools and all other
techniques used or necessary for the conduct of the Business (collectively, the
“INTELLECTUAL PROPERTY”).




(b)          SCHEDULE
4.16(B) contains an accurate and complete list of (i) all such patents,
trademarks, trade names, service marks, assumed names and copyrights, and all
applications therefor, and, with respect to registered items, contains a list of
all jurisdictions in which such items are registered and all registration
numbers; (ii) all licenses, permits and other agreements relating thereto; and
(iii) all agreements relating to any of the Intellectual Property that BBT is
licensed or authorized to use by others.  The patents, trademarks,
service marks and copyrights, licenses, permits and other agreements
constituting a part of the Intellectual Property and solely owned by BBT are
valid, subsisting and enforceable, and are duly recorded in the name of
BBT.




(c)          All
software, other than generally available software such as Microsoft Word, Lotus
1-2-3, and the like, and generally available system development tools, that is
either marketed to customers of BBT as a program or as part of a service to
support the Business is owned by BBT or BBT has the right to use, modify, copy,
sell, distribute, sublicense and make derivative works free and clear of any
limitations or Encumbrance, except as may be set forth in any license agreement
listed on SCHEDULE 4.16(C).  To the extent third party software is
marketed to customers of BBT together with the Intellectual Property solely
owned by BBT, the third party rights have been identified on SCHEDULE 4.16(C),
all necessary licenses have been obtained and no royalties or payments are due
from BBT to third parties except as identified on SCHEDULE 4.16(C).




(d)          Except
as set forth on SCHEDULE 4.16(D), BBT has the sole and exclusive right to use
the patents, service marks and copyrights listed in SCHEDULE 4.16(B) and, to the
knowledge of BBT, the trademarks and trade names listed in SCHEDULE 4.16(B), in
each case, in all jurisdictions in which the Business is conducted or in which
any products of the Business are distributed, and the consummation of the
transactions contemplated hereby will not alter or impair any such
rights.


18


(e)          Except
as set forth on SCHEDULE 4.16(E), no claims have been asserted by any Person
challenging or questioning the ownership, validity, enforceability or use by BBT
of any of the Intellectual Property and, to the knowledge of BBT, there is no
valid basis for any such claim; and, to the knowledge of BBT, the use or other
exploitation of the Intellectual Property by BBT does not infringe on or dilute
the rights of any Person; and, to the knowledge of BBT, no Person is infringing
on the rights of BBT with respect to any of the Intellectual
Property.




(f)           BBT
has taken all commercially reasonable security measures to protect the secrecy,
confidentiality and value of its Intellectual Property, including computer
programs, trade secrets and other confidential information.  Except as
disclosed on SCHEDULE 4.16(F), no Person has any marketing rights to the
Intellectual Property of BBT.  No Person listed in such schedule is in
breach or default under its obligations.




(g)          Each
employee, officer, consultant and contractor of BBT and/or any other person or
entity developing intellectual property on behalf of BBT as identified on
SCHEDULE 4.16(G) has entered into and executed an ownership and nondisclosure
agreement (collectively, the “OWNERSHIP AND NONDISCLOSURE AGREEMENTS”)
substantially in the form attached to this Agreement as EXHIBIT A.




(h)          BBT
has made available to Parent all documents in BBT’s custody, possession or
control with respect to any invention, discovery, process, design, computer
program or other know-how or trade secret included in the Intellectual Property,
which documents shall be accurate in all material respects and reasonably
sufficient in detail and content to identify and explain such invention,
discovery, process, design, computer program or other know-how or trade secret
and to facilitate its full and proper use.




4.17         INSURANCE.
 Except as set forth in SCHEDULE 4.17, all material insurable properties owned
or held by BBT, and all insurable risks related to the Business, are insured by
insurers which are, to BBT’s knowledge, financially sound and reputable, in such
amounts and against fire and other risks insured against by extended coverage
and public liability insurance, property damage, product liability, general
liability, workers compensation, fidelity bonds, professional liability
insurance and errors and omissions insurance, and against other risks and in
such amounts as would be customarily insured against by comparable businesses
and as may be required by law or any agreement to which BBT is a party.
SCHEDULE 4.17 lists all policies of insurance owned or held by BBT or insuring
its assets.  All current premiums and any other obligations under such insurance
have been paid, and all such policies are valid and enforceable and in full
force and effect on the date hereof.  BBT has not received any notice of
cancellation or of premium increase under any such policies within the last
ninety (90) days.




4.18         RELATIONSHIPS.




(a)         
BBT has no knowledge of any present or future conditions or state of facts or
circumstances specifically related to the Business which is reasonably likely to
have a material adverse affect on BBT after the Closing Date.




(b)          SCHEDULE
4.18(B) lists the 10 most important customers of BBT as a percentage of revenues
for fiscal year 2000 and for the ten month period ended October 31,
2001.  BBT’s relationships with its customers, clients and vendors are
satisfactory, and BBT has no knowledge of any facts or circumstances, including
a change of control in the ownership of BBT, that is reasonably likely to have a
material adverse effect on the continuity of any such relationships and the
Business.




(c)          Except
as disclosed on SCHEDULE 4.18(C), BBT 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 BBT, any purchaser of
goods or services from BBT, any employee or independent contractor significant
to the conduct or operation of BBT or any party to any agreement to which BBT is
a party.


19


(d)          BBT
has no knowledge that a change of control in the ownership of BBT is reasonably
likely to prevent the Business of BBT from being carried on after the Closing
Date in essentially the same manner as it is presently being carried
on.




4.19         COMPLIANCE
WITH LAWS.




(a)          Except
as set forth on SCHEDULE 4.19(A), the operations and activities of BBT has
previously and continues to comply in all material respects with all applicable
Federal, state and local laws, statutes, codes, ordinances, rules, regulations,
permits, judgments, orders, writs, awards, decrees or injunctions (collectively,
the “LAWS”) as in effect on or before the date of this Agreement, including
without limitation, all rules and regulations of the Occupational Safety and
Health Administration except for failures to comply which would not individually
or in the aggregate have a material adverse effect on the business of
BBT.  The conduct of the business of BBT as presently conducted does
not conflict with the rights of any other Person or violate or, with or without
the giving of notice or the passage of time, or both, will violate, conflict
with or result in a default, right to accelerate or loss of rights under, any
terms or provisions of its certificate of incorporation or by-laws as presently
in effect or any Encumbrance, lease, license, agreement, Laws or understanding
to which BBT is a party or by which it may be bound or affected.  BBT
has received no notice or communication from any Person asserting a failure to
comply with any Laws, nor has BBT received any notice that any authority or
third party intends to seek enforcement against BBT to compel compliance with
any such Laws, nor is there any basis for any such claim.




(b)          (i)
BBT has not made, and, to the knowledge of BBT, no officer, director, employee,
agent or other representative of any of them acting on behalf thereof has made,
directly or indirectly, with respect to the business of BBT, any illegal bribes,
kickbacks or other illegal payments of a similar nature, or illegal political
contributions with corporate funds not recorded in the corporate records of BBT,
illegal payments from corporate funds to governmental officials, or illegal
payments from corporate funds to obtain or retain business either within the
United States or abroad, and (ii) neither BBT nor, any officer, employee or
agent of BBT acting on its behalf, nor, any other Person acting on its behalf
has, directly or indirectly, within the past three (3) years given or agreed to
give any gift or similar benefit to any customer, supplier, governmental
employee or other Person who is or may be in a position to help or hinder BBT
(or assist BBT in connection with any actual or proposed transaction) which (A)
might subject BBT to any damage or penalty in any civil, criminal or
governmental litigation or proceeding, (B) if not given in the past might have
had a material adverse effect on the assets, business or operation of BBT, or
(C) if not continued in the future, might materially adversely affect the
assets, the Business or the operations or prospects of BBT.




4.20         ENVIRONMENTAL
MATTERS.




(a)          BBT
has not obtained and is not required to obtain, any permits, licenses or other
authorizations under any applicable Environmental Laws.




(b)          Except
as set forth on SCHEDULE 4.20, BBT is, to its knowledge, in full compliance with
all limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in the
Environmental Laws.  Except as set forth on SCHEDULE 4.20, since BBT’s
incorporation, no written notice, demand, request for information, citation,
summons or complaint has been received or order has been issued, no complaint
has been filed, no suit or action has been instituted, no penalty has been
assessed and no investigation or review is pending or, to the knowledge of BBT,
threatened by any governmental entity or other Person with respect to any (i)
alleged violation by BBT of any Environmental Law or liability thereunder, (ii)
alleged failure by BBT to have any permit, certificate, license, approval,
registration or authorization required under any Environmental Law, (iii)
release of Hazardous Substances by or on behalf of BBT, or (iv) any
Environmental Liabilities attributed to BBT.




(c)          Except
as set forth on SCHEDULE 4.20, there are no Environmental Liabilities that have
had, or could reasonably be expected to have individually, or in the aggregate,
a material adverse effect with respect to BBT.


20


(d)          Except
as set forth on SCHEDULE 4.20, to the knowledge of BBT, no state of facts exists
as to environmental matters or Hazardous Substances that involves the reasonable
likelihood of a material capital expenditure by BBT or a material fine or
penalty imposed on or attributable to BBT, or that may otherwise have a material
adverse effect with respect to BBT or does or could interfere with or prevent
compliance with any Environmental Laws or give rise to any common law or other
legal liability.




(e)          No
Hazardous Substances have been manufactured, treated, stored, transported or
disposed of by BBT, or otherwise deposited by BBT, in or on or are present
beneath properties currently or formerly owned, leased or used by BBT in
violation of, or which may be required to be investigated or remediated under,
any applicable Environmental Laws.




(f)           There
has been no disposal, escape, seepage, leakage, spillage, discharge, emission,
release or threatened release of any Hazardous Substance as a result of the
actions or omissions of BBT (i) on, from or affecting any properties owned,
leased or used by BBT, or (ii) for which BBT is, is alleged or may be held to
be, responsible as a result of conduct occurring or conditions existing at or
before Closing.




4.21         NO
UNDISCLOSED LIABILITIES OR OBLIGATIONS.  BBT has no material (which,
for purposes of this Section 4.21 only, shall be $25,000) liability or
obligation, known or unknown, asserted or unasserted, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, and due or to become due (and
there is no past or present fact, situation, circumstance, condition or other
bias for any present or future action, suit or proceeding, hearing, charge,
complaint, claim or demand against BBT giving rise to any such liability),
except:




(a)          for
liabilities or obligations accrued for or reserved against on the Financial
Statements;




(b)          for
liabilities or obligations of the same type incurred in the ordinary course of
business of BBT since the date of the most recent balance sheet included in the
Financial Statements; and




(c)          as
may be disclosed on SCHEDULE 4.21(C).




4.22         RECEIVABLES.  SCHEDULE
4.22 sets forth a true and complete list of all accounts receivable of BBT as of
November 30, 2001, which Schedule is prepared on a basis that is consistent with
the presentation in the Financial Statements and sets forth the standard billing
practices of BBT, and the aging thereof.  All accounts receivable of
BBT, whether reflected on the Balance Sheet or subsequently created through the
Closing Date, represent sales actually made or services actually performed in
the ordinary course of business with no additional services required to entitle
BBT to collect such receivables.




4.23         DOCUMENTATION.  True
and complete copies of all Disclosure Documents referred to in the Schedules
have been delivered by BBT to Parent or are attached to the relevant
Schedules.




4.24         RELATED
PARTY TRANSACTIONS.  Except as set forth on SCHEDULE 4.24 or on any
other Schedule, there have been no transactions or contractual relationships
during the two (2) fiscal years ended December 31, 2000 or between December 31,
2000 and the date hereof, and no agreement or understanding to enter into or
consummate any transactions or contractual relationships between BBT on the one
hand and (a) any of BBT’s officers, directors, employees, representatives, or
agents or (b) any family member (by blood or marriage) or Affiliate of any of
the foregoing, directly or indirectly, on the other hand.  All such
transactions have been on terms and conditions no less favorable to BBT than
could have been obtained from any independent party after arms-length
negotiations.  SCHEDULE 4.24 sets forth the relationship between any
such Person and BBT.




4.25         VOTE
REQUIRED.  The affirmative vote of the holders of a majority of the
outstanding Shares is the only vote of the holders of any class or series of BBT
capital stock necessary to approve this Agreement, the Merger and the
transactions contemplated hereby.




4.26         BROKERS.  No
Person other than Adventum Group, Ltd. will have, as a result of the
transactions contemplated by this Agreement, any valid right to, interest in or
claim for any commission, fee or other compensation as a finder or broker whose
fee shall be paid by the BBT Shareholders.


21


4.27         PRIVATE
PLACEMENT.




(a)          The
Parent Stock to be acquired by the BBT Shareholders pursuant to this Agreement
is being acquired by each BBT Shareholder for his own account and not with a
view to the distribution or resale thereof or any interest therein in violation
of the Securities Act or any applicable state securities laws.  Each
BBT Shareholder understands that (i) the offer and sale of the Parent Stock has
not been registered under the Securities Act or any such laws, (ii) the Parent
Stock may not be resold unless so registered or pursuant to an exemption from
registration and (iii) the certificates representing the Parent Stock shall bear
a legend to such effect.




(b)          Each
BBT Shareholder has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of an investment
in the Parent Stock and making an informed investment decision with respect
thereto.  Each BBT Shareholder has had the opportunity to ask
questions of, and receive answers from Parent, regarding Parent’s financial
condition, results of operations, business, property, management and prospects
sufficient to enable him to make an informed investment decision with respect to
the Parent Stock.




4.28         DISCLOSURE.  No
representation or warranty by BBT contained in this Agreement, and no statement
contained in any document, list (including, without limitation, the Schedules)
or certificate furnished by or on behalf of BBT to Parent in connection with the
transactions contemplated hereby, contains any untrue statement of a material
fact, or omits or will omit to state any material fact necessary, in light of
the circumstances under which it was or will be made, in order to make the
statements herein or therein not misleading or necessary in order to fully and
fairly provide the information required to be provided in any such document
list, certificate or other writing.




ARTICLE
V  REPRESENTATIONS AND WARRANTEES OF PARENT AND MERGER
SUB.




As a
material inducement for BBT to enter into this Agreement and to consummate the
transactions contemplated hereby, Parent and Merger Sub hereby jointly and
severally make the following representations and warranties as of the date
hereof, each of which is relied upon by BBT regardless of any investigation made
or information obtained by BBT:




5.1           ORGANIZATION,
EXISTENCE AND CAPITAL STOCK.




(a)          Each
of Parent, its subsidiaries (which subsidiaries are set forth on SCHEDULE
5.1(A)) and Merger Sub 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.




(b)          Each
of Parent and Merger Sub is duly qualified and in good standing in each
jurisdiction in which the nature or conduct of its business or the character or
location of its properties makes such qualification necessary, except for those
jurisdictions where the failure to be so qualified or in good standing would not
individually or in the aggregate have a material adverse effect on the business
of Parent.  A list of all such jurisdictions appears on SCHEDULE
5.1(B).




(c)          The
names of the directors and officers of Parent, together with the offices they
hold, are set forth on SCHEDULE 5.1(C).  Attached to SCHEDULE
5.1(C)(A) are true and correct copies of (i) the certificate of incorporation of
Parent, together with all amendments thereto and (ii) the by-laws of Parent,
together with all amendments thereto, as currently in effect.




Attached
to SCHEDULE 5.1(C)(B) are true and correct copies of (i) the certificate of
incorporation of Merger Sub, together with all amendments thereto and (ii) the
by-laws of Merger Sub, together with all amendments thereto, as currently in
effect.


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(d)          The
authorized capital stock of Parent consists of preferred stock, $.001 par value
per share, 10,000,000 shares of which are validly authorized and none of which
is issued or outstanding and common stock, $.001 par value per share, 50,000,000
shares of which are validly authorized and 24,856,449 shares of which are
validly issued, outstanding, fully paid and non-assessable.  The
Parent’s common stock has been duly and validly registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE ACT”)
which registration is in full force and effect.  Merger Sub’s
authorized capital consists of One Thousand (1,000) shares of common stock, par
value One Cent ($.01) per share (the “MERGER SUB COMMON STOCK”), all of which
shares are issued and registered in the name of Parent.  All of the
Merger Sub Common Stock is validly issued and outstanding, fully paid and
non-assessable, free and clear of all liens and encumbrances.  Parent
has the corporate power to vote such shares of Merger Sub Common Stock pursuant
to this Agreement.  Parent has, or will by the Effective Time have,
taken all such actions as may be required in its capacity as sole stockholder of
Merger Sub to approve the Merger.




(e)          None
of the outstanding shares of Parent’s capital stock has been issued in violation
of any preemptive rights of the current or past stockholders of Parent, or any
agreement to which Parent was or is a party or bound.  All of the
shares of Parent Stock issued in connection with the Merger will be, when issued
in accordance with this Agreement, duly authorized, validly issued fully paid,
nonassessable and free of all preemptive rights




(f)          Except
as set forth on SCHEDULE 5.1(F) there are no issued or outstanding options,
warrants, rights to subscribe for, calls, or commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of Parent, or contracts, commitments,
understandings or arrangements by which Parent is or may be obligated to issue
additional shares of its capital stock or options, warrants or rights to
purchase or acquire any additional shares of its capital stock.




5.2           POWER
AND AUTHORITY.  Subject to the satisfaction of the conditions
precedent set forth herein, each of Parent and Merger Sub has the corporate
power to execute, deliver and perform this Agreement and the Related Agreements
and to consummate the transactions contemplated hereby, and, subject to the
satisfaction of the conditions precedent set forth herein, has taken all action
required by law, its certificate of incorporation, its by-laws or otherwise, to
authorize the execution and delivery of this Agreement and such related
documents.  The execution and delivery of this Agreement does not, and
the consummation of the Merger contemplated hereby will not, violate any
provisions of the certificate of incorporation or by-laws of Parent or Merger
Sub or any mortgage, lien, lease, agreement, instrument, order, arbitration
award, judgment or decree to which Parent or Merger Sub is a party or by which
it or its properties is bound, any legal or other restrictions of any kind to
which Parent or Merger Sub is subject, or result in the creation of any lien,
charge or encumbrance upon any of the property or assets of Parent or Merger
Sub.  The execution and delivery of this Agreement and the Related
Agreements, and the consummation of the Merger contemplated hereby, have been
approved by the Boards of Directors of Parent and Merger Sub and the stockholder
of Merger Sub and no other corporate proceedings on the part of Parent or Merger
Sub and the stockholder of Merger Sub are necessary to authorize the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby.  This Agreement is a valid obligation of Parent
and Merger Sub and is legally binding on each in accordance with its
terms.




5.3           NO
VIOLATIONS OF LAWS OR AGREEMENTS, CONSENTS OR DEFAULTS.




(a)          The
delivery of this Agreement and the consummation of the transactions contemplated
by this Agreement and the Related Agreements will not result in any breach or
violation of any of the terms or provisions of, or constitute a default under,
(i) the certificate of incorporation or by-laws of Parent or Merger Sub or (ii)
any statute, order, decree, proceeding, rule, or regulation of any court or
governmental agency or body, United States or foreign, having jurisdiction over
Parent or Merger Sub or any assets of Parent or Merger Sub.




(b)          Except
as set forth on SCHEDULE 5.3(B) the delivery of this Agreement, the Related
Agreements and the consummation of the transactions contemplated hereby and
thereby will not result in a breach or violation of the term of, or constitute a
default under, any agreement, instrument, or commitment to which Parent is
party, by which it is bound, or to which any of Parent’s property is subject,
and no consent or approval is required from any third party for the
Merger.


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(c)          Parent
is not in default under, or in violation of any provision of, its certificate of
incorporation, by-laws, or any promissory note, indenture or any evidence of
indebtedness or security thereto, lease, purchase contract or other commitment
or any other agreement which is material to Parent.




5.4           SEC
FILINGS.




(a)          Parent
has provided or made available to BBT and the BBT Shareholders copies of each of
the periodic reports and other documents filed by Parent with the Securities and
Exchange Commission (“SEC”).  Parent has filed all reports, documents and other
information required of it to be filed with the SEC (the “PARENT SEC REPORTS”).
The Parent SEC Reports were prepared in accordance with the requirements of the
Securities Act of 1933, as amended (the “SECURITIES ACT”), or the Exchange Act,
as the case may be, and the rules and regulations of the SEC thereunder
applicable to such Parent SEC Reports.  No statement or disclosure included in
any of the Parent SEC Reports, documents or information filed by Parent with the
SEC includes any statement that, when made, contains an untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances under which such
statements are made, not misleading.  None of Parent’s subsidiaries is required
to file any form, reports or other documents with the SEC.




(b)          Each
of the consolidated financial statements (including, in each case, any related
notes thereto) contained in the Parent SEC Reports (the “PARENT FINANCIALS”),
including any Parent SEC Reports filed after the date hereof until the Closing
Date, (x) complies as to form in all material respects with the published rules
and regulations of the SEC with respect thereto, (y) was prepared in accordance
with GAAP and (z) fairly presented the consolidated financial position of Parent
and its subsidiaries as at the respective dates thereof and the consolidated
results of its operations for the periods indicated.




(c)          Parent
has heretofore furnished to the Company a complete and correct copy of any
amendments or modifications, which have not yet been filed with the SEC but
which are required to be filed, to agreements, documents or other instruments
which previously had been filed by Parent with the SEC pursuant to the
Securities Act or the Exchange Act.




5.5           NO
SUBSIDIARIES.  Merger Sub does not own stock in and does not control,
directly or indirectly, any other corporation, association or business
organization.  Merger Sub is not a party to any joint venture or
partnership.




5.6           INVESTMENT
COMPANY ACT.  Parent is not an “investment company” as defined in
Section 3(a) of the Investment Company Act of 1940, as amended (the “INVESTMENT
COMPANY ACT”) and after the consummation of the Merger, will not be an
“investment company” as defined in the Investment Company Act.




5.7           NO
CONTRACTS OR LIABILITIES.  Other than the obligations created under
this Agreement, Merger Sub has no obligations or liabilities (contingent or
otherwise) under any contracts, claims, leases, loans or otherwise.




5.8           RELATED
PARTY TRANSACTIONS.  Except as set forth on SCHEDULE 5.8, or as
reflected in the Parent SEC Reports, no director, officer or employee of Parent
nor any “associate” (as defined in the rules and regulations promulgated under
the Exchange Act of any such person is indebted to Parent, nor is Parent
indebted (or committed to make loans or extend or guarantee credit) to any such
person, nor is any such person a party to any transaction (other than as an
employee) with Parent providing for the furnishing of services by, or rental of
real or personal property from, or otherwise requiring cash payments to, any
such person.




5.9           LITIGATION
CLAIMS.




(a)          There
is no Claim, pending or, to the knowledge of Parent, threatened that questions
the validity of this Agreement or the Related Agreements or any action taken or
to be taken by parent in connection with the consummation of the transactions
contemplated hereby or thereby or which seeks to prohibit, enjoin or otherwise
challenge any of the transactions contemplated hereby or
thereby.


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(b)          Except
as set forth in SCHEDULE 5.9 or as reflected in the Parent SEC Reports, there
are no claims, actions, suits, proceedings, or investigations pending or, to the
knowledge of Parent, threatened against Parent or Merger Sub, before any court,
arbitrator or administrative, governmental or regulatory authority body that
could have a material adverse effect.




5.10         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 for any
commission, fee or other compensation as a finder or broker whose fee shall be
paid by Parent.




5.11         DISCLOSURE.  No
representation or warranty by Parent contained in this Agreement and no
statement contained in any document, list (including, without limitation, the
Schedules) or certificate furnished by or on behalf of Parent to BBT in
connection with the transactions contemplated hereby, contains any untrue
statement of a material fact, or omits or will omit to state any material fact
necessary, in light of the circumstances under which it was or will be made, in
order to make the statements herein or therein not misleading or necessary in
order to fully and fairly provide the information required to be provided in any
such document, list, certificate or other writing.




ARTICLE
VI  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION




6.1           SURVIVAL
OF REPRESENTATIONS.  All representations, warranties, covenants and
agreements made by any party to this Agreement or pursuant hereto, as modified
by any schedule, exhibit, certificate or other document executed and delivered
pursuant hereto shall survive the Closing and any investigation made by or on
behalf of any party hereto for a period of eighteen months following the Closing
Date.  All statements contained herein or in any schedule, exhibit,
certificate or other document executed and delivered pursuant hereto shall be
deemed representations and warranties for purposes of SECTIONS 6.1, 8.2(A), and
8.3(A).  The right to indemnification based upon such representations
and warranties shall not be affected by any investigation conducted with respect
to, or any knowledge acquired at any time, whether before or after the Closing
Date, with respect to the accuracy or inaccuracy of any such representation or
warranty.




6.2           INDEMNIFICATION.




(a)          Subject
to the terms and conditions of this Article VI, the BBT Shareholders jointly and
severally shall indemnify, defend and hold harmless Parent and the Surviving
Corporation (and their respective officers, directors, employees, principal
stockholders, successors and assigns) (collectively, the “PARENT INDEMNIFIED
PARTIES”), at any time after the Closing, from and against all 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 Parent
Indemnified Party by reason of or resulting from a breach of any representation,
warranty, covenant or agreement of BBT or any BBT Shareholder contained in or
made pursuant to this Agreement or any of the Related Agreements, PROVIDED,
HOWEVER, that the maximum aggregate liability of the BBT Shareholders under this
Agreement shall not exceed: (i) with respect to indemnity claims arising from
any breach of the representations and warranties contained in SECTION 4.1
(Organization; Qualification and Capital Stock; Corporate Records), SECTION 4.9
(Tax Matters) and 4.12 (Employee Matters; Benefit Plans; ERISA), an amount equal
to 100% of the Merger Consideration received by the BBT Shareholders hereunder;
and (ii) with respect to indemnity claims arising from any breach of any other
representation, warranty, covenant or agreement of BBT or any BBT Shareholder
contained in or made pursuant to this Agreement or any of the Related
Agreements, an amount equal to 25% the Merger Consideration received by the BBT
Shareholders hereunder.  In the event that the BBT Shareholders are
liable for indemnification under this SECTION 6.2(A), they shall satisfy such
liability by cash payment and by cancellation of shares of Parent Stock (valued
at $2.00 per share) issued to them in the same proportion received as at the
time such indemnification becomes due.  For the purposes of this
Article VI, any Merger Consideration held by the Escrow Agent shall not be
deemed to have been “received” by any BBT Shareholder


25


(b)         Subject
to the terms and conditions of this Article VI, Parent shall indemnify, defend
and hold harmless the BBT Shareholders (and their respective heirs,
representatives and assigns) (the “BBT INDEMNIFIED PARTIES”), at any time after
the Closing, from and against all Damages asserted against, resulting to,
imposed upon, suffered or incurred by any BBT Indemnified Parties by reason of
or resulting from a breach of any representation, warranty, covenant or
agreement of Parent or Merger Sub contained in or made pursuant to this
Agreement or any of the Related Agreements, PROVIDED, HOWEVER, that Parent’s
maximum aggregate liability under this Agreement shall not exceed (i) with
respect to indemnity claims arising from any breach of the representations and
warranties contained in SECTION 5.1 (Organization; Qualification and Capital
Stock), an amount equal to 100% of the Merger Consideration received by the BBT
Shareholders and (ii) with respect to indemnity claims arising from any breach
of any other representation, warranty, covenant or agreement of Parent or Merger
Sub contained in or made pursuant to this Agreement or any of the Related
Agreements, an amount equal to 25% the Merger Consideration received by the BBT
Shareholders hereunder.




(c)          Notwithstanding
any provision hereof to the contrary, the BBT Shareholders shall not be liable
to any Parent Indemnified Party, and Parent shall not be liable to the BBT
Indemnified Parties, unless the aggregate Damages exceed $50,000, and then only
to the extent that the aggregate Damages exceed $50,000.




6.3           CONDITIONS
OF INDEMNIFICATION.  The obligations and liabilities of Parent, on the
one hand, and the BBT Shareholders, on the other hand, as indemnifying parties
(each, an “INDEMNIFYING PARTY”) to indemnify the BBT Shareholders or Parent, as
applicable (each, an “INDEMNIFIED PARTY”), under SECTION 6.2 with respect to
Claims made by third parties shall be subject to the following terms and
conditions:




The
Indemnified Party shall give written notice to the Indemnifying Party of any
Damages with respect to which it seeks indemnification promptly after the
discovery by such party of any matters giving rise to such Claim for
indemnification; PROVIDED, HOWEVER, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under SECTION 6.2 unless it shall have been prejudiced by the
omission to provide such notice.  In case any Claim is brought against
an Indemnified Party, the Indemnifying Party shall be entitled to participate in
the defense thereof and, to the extent that it may wish, to assume the defense
thereof, with counsel reasonably satisfactory to the Indemnified Party, and
after notice from the Indemnifying Party of its election so to assume the
defense thereof, the Indemnifying Party will not be liable to the Indemnified
Party under SECTION 6.2 for any legal or other expense subsequently incurred by
the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER,
that (i) if the Indemnifying Party shall elect not to assume the defense of such
claim or action or (ii) if the Indemnified Party reasonably determines that
there may be a conflict between the positions of the Indemnifying Party and the
Indemnified Party in defending such Claim, then separate counsel shall be
entitled to participate in and conduct such defense, and the Indemnifying Party
shall be liable for any reasonable legal or other expenses incurred by the
Indemnified Party in connection with such defense (but not more than one
counsel).  The Indemnifying Party shall not be liable for any
settlement of any Claim effected without its written consent, which consent
shall not be unreasonably withheld.  The Indemnifying Party shall not,
without the Indemnified Party’s prior written consent, which consent shall not
be unreasonably withheld, settle or compromise any Claim to which the
Indemnified Party is a party or consent to entry of any judgment in respect
thereof.  The Indemnifying Party further agrees that it will not,
without the Indemnified Party’s prior written consent, settle or compromise any
claim or consent to entry of any judgment in respect thereof in any pending or
threatened Claim in respect of which indemnification may be sought hereunder
(whether or not the Indemnified Party is an actual or potential party to such
Claim) unless such settlement or compromise includes an unconditional release of
the Indemnified Party from all liability arising out of such Claim.




6.4           EXCLUSIVE
REMEDY.  The indemnification obligations of the parties set forth in
this Article VI shall constitute the sole and exclusive remedy of the parties
for the recovery of money damages with respect to any and all matters arising
out of this Agreement unless a party is liable to another party for
fraud.  For purposes of clarification, the foregoing shall not be
construed as limiting in any way whatsoever any remedy to which any party may be
entitled other than the recovery of money damages, including but not limited to
equitable remedies, specific performance, injunctive relief and
rescission.




ARTICLE
VII  COVENANTS




7.1           PUBLIC
DISCLOSURES.  Parent and BBT 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 BBT and Parent, promptly upon execution and delivery of this
Agreement.


26


7.2           CONFIDENTIALITY.  Parent
and BBT shall hold, and shall use their best efforts to cause their respective
auditors, attorneys, financial advisors, bankers and other consultants and
advisors to hold in strict confidence, unless compelled to disclose by judicial
or administrative process or by other requirements of law, all documents and
information concerning the other party furnished to it by the other party or its
representatives in connection with the transactions contemplated by this
Agreement (except to the extent that such information shall be shown to have
been (a) already known by the party to which it was furnished, (b) in the public
domain through no fault of such party or (c) later lawfully acquired from other
sources by the party to which it was furnished) (“CONFIDENTIAL INFORMATION”),
and each party shall not release or disclose such Confidential Information to
any other Person, except its auditors, attorneys, financial advisors, bankers
and other consultants and advisors in connection with the transactions
contemplated by this Agreement.




7.3           EMPLOYEE
BENEFITS TO CONTINUE.  Parent shall ensure that the Surviving
Corporation maintains, employee benefit plans that provide the BBT Shareholders
and those of BBT’s employees who are employed by the Surviving Corporation with
benefits that are not materially less than those currently provided by
BBT.  Until the end of the third Performance Period, Parent shall not
permit the Surviving Corporation to make any adverse change to any of the
employee benefit plans described on SCHEDULE 4.12(C) without the consent of Marc
Maselli.




7.4           ASSUMPTION
OF STOCK OPTION PLAN.  At the Effective Time, each outstanding option
to purchase shares of the capital stock of BBT (each, a “BBT OPTION”) shall,
without any further action on the part of any holder thereof, be assumed and
converted into an option (each, a “PARENT OPTION”) to purchase that number of
shares of Parent Stock as determined in accordance with conversion formula set
forth in SCHEDULE 7.4, and at an exercise price determined in accordance with
SCHEDULE 7.4.  All material terms and conditions of the BBT Options
relating to the expiration dates and vesting schedules, shall remain in full
force and effect after the assumption and conversion; provided, however, that
incentive stock options shall be converted to nonqualified stock options and any
exercise of a Parent Option shall be conditioned upon the optionholder first
signing a transfer restriction agreement substantially in the form of the
Lock-up Agreement.




7.5           MARC
MASELLI APPOINTED TO MANAGEMENT COMMITTEE.  Promptly after the
Closing, Parent will cause Marc Maselli to become a member of the Management
Committee.  Mr. Maselli, as any other Management Committee member,
shall serve at the pleasure of the Board of Directors of Parent.




7.6           PERFORMANCE
PERIOD FINANCIAL STATEMENTS.




(a)          QUARTERLY
REPORTS.  Within 45 days after the end of each fiscal quarter of the
Surviving Corporation, Parent shall deliver to the BBT Shareholders an unaudited
income statement of the Surviving Corporation for such quarter and an unaudited
balance sheet of the Surviving Corporation as of the end of such
quarter.  These quarterly financial statements (“QUARTERLY FINANCIAL
STATEMENTS”) shall (i) be prepared in accordance with GAAP, (ii) include a
schedule setting forth the EBITDA of the Surviving Corporation for such quarter
(including the figures used and calculations made to determine the EBITDA), and
(iii) be certified by the Chief Financial Officer of Parent.




(b)          ANNUAL
REPORTS.  Within 90 days after the end of each fiscal Performance
Period of the Surviving Corporation, Parent shall deliver to the BBT
Shareholders an unaudited income statement of the Surviving Corporation for such
Performance Period and a balance sheet of the Surviving Corporation as of the
end of such Performance Period.  These annual financial statements
(“ANNUAL FINANCIAL STATEMENTS”) shall (i) be prepared in accordance with GAAP,
(ii) include a schedule setting forth the EBITDA of the Surviving Corporation
for such quarter (including the figures used and calculations made to determine
the EBITDA), and (iii) be certified by the Chief Financial Officer of
Parent.




(c)          CERTAIN
ACCOUNTING CONVENTIONS.  Until the expiration of the third Performance
Period:


27


(i)           Parent
shall cause the Surviving Corporation to maintain a set of financial books and
records and its assets separate from and distinct from the financial books and
records and assets of any operations or entities previously or subsequently
acquired by Parent or its Affiliates; and.




(ii)          Any
accounting decisions relating to the Performance Period Financial Statements
that are subject to the discretion of management will be determined in a manner
consistent with the Financial Statements, so long as such decisions conform with
GAAP.




7.7           ACCOUNTING
DISPUTES.  Notwithstanding anything to the contrary in this Agreement,
if the BBT Shareholders have any dispute relating to the amount of EBITDA
reported on any Performance Period Financial Statement, then the BBT
Shareholders or Parent, as applicable, will notify the other, in writing, of
each disputed amount (collectively, the “DISPUTED AMOUNTS”), specifying the
grounds for such dispute, within 15 Business Days after delivery of such
Performance Period Financial Statement.  If Parent and the BBT
Shareholders cannot resolve any such dispute within 10 Business Days after
delivery of such notice, then such dispute will be resolved by an independent
accounting firm reasonably acceptable to Parent and the BBT Shareholders (the
“INDEPENDENT ACCOUNTING FIRM”).  If Parent and the BBT Shareholders do
not agree upon a mutually acceptable Independent Accounting Firm within the 10
Business Day period after delivery of the notice, Parent and the BBT
Shareholders will each select an independent accounting firm, and the
Independent Accounting Firm will be selected by the firms chosen by Parent and
the BBT Shareholders.  The determination of the Independent Accounting
Firm (i) will be made as promptly as practicable; (ii) will be prepared in
accordance with GAAP and this Agreement; and (iii) will be final and binding on
the parties, absent manifest error, which error may only be corrected by such
Independent Accounting Firm.  The fees and disbursements of the
Independent Accounting Firm shall be allocated between Parent and the BBT
Shareholders in the same proportion that the aggregate amount of such remaining
Disputed Amounts so submitted to the Independent Accounting Firm that is
unsuccessfully disputed by each (as finally determined by the Independent
Accounting Firm) bears to the total amount of such remaining Disputed Amounts so
submitted.




7.8           INITIAL
WORKING CAPITAL FOR SURVIVING CORPORATION.  The BBT Shareholders
jointly and severally agree that if, within the first 45 days after the Closing
Date, the Surviving Corporation does not have enough cash available to satisfy
its obligations in the ordinary course, they will promptly remit to the
Surviving Corporation an amount of cash sufficient to cover the cash
deficit.




7.9           AUDIT;
COOPERATION.  Following the Closing, the BBT Shareholders jointly and
severally agree to cooperate with Parent and the Surviving Corporation in
connection with an audit (the “Audit”) of the financial performance of BBT for
all periods required in connection with Parent’s reporting obligations under the
United States securities laws.  Such cooperation shall include, but
not be limited to, providing full access to the Books and Records, any work
papers generated in connection therewith, along with access to BBT’s financial
personnel, including BBT’s outside auditors.  Parent and the Surviving
Corporation shall be solely responsible for all fees and expenses in connection
with the Audit.




ARTICLE
VIII  CONDITIONS TO CLOSING




8.1           MUTUAL
CONDITIONS.  The respective obligations of each party to effect the
Merger shall be subject to the satisfaction, at or prior to the Closing Date, of
the following conditions (any of which may be waived in writing by Parent,
Merger Sub and BBT):




(a)          None
of Parent, Merger Sub or BBT nor any of their respective subsidiaries shall be
subject to any order, decree or injunction by a court of competent jurisdiction
which (i) prevents or materially delays the consummation of the Merger or (ii)
would impose any material limitation on the ability of Parent effectively to
exercise full rights of ownership of the common stock of the Surviving
Corporation or any material portion of the assets or business of BBT, taken as a
whole.




(b)          No
statute, rule or regulation, shall have been enacted by the government (or any
governmental agency) of the United States or any state, municipality or other
political subdivision thereof that makes the consummation of the Merger or any
other significant transaction contemplated hereby illegal.


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(c)           Parent,
Merger Sub and BBT shall have received all consents, approvals and
authorizations of third parties that are required of such third parties prior to
the consummation of the Merger, in form and substance acceptable to Parent or
BBT, as the case may be, except where the failure to obtain such consent,
approval or authorization would not have a material adverse effect on the
business of the Surviving Corporation.




8.2           CONDITIONS
TO THE OBLIGATIONS OF PARENT AND MERGER SUB.  The obligations of
Parent and Merger Sub under this Agreement are subject to the satisfaction, at
or before the Closing, of each of the following conditions:




(a)          The
representations and warranties of BBT contained herein that are qualified as to
materiality shall be true in all respects on and as of the Closing Date (except
for the representations and warranties made as of a specific date which shall be
true in all material respects as of such date) with the same force and effect as
though made on and as of such date, and each of the representations and
warranties of BBT that are not so qualified shall be true in all material
respects.




(b)          BBT
shall have performed and complied in all material respects with all covenants,
agreements, obligations and conditions required by this Agreement to be
performed or complied with by BBT at or prior to the Closing.




(c)          There
shall not be threatened, instituted or pending any suit, action, investigation,
inquiry or other proceeding by or before any court or governmental or other
regulatory or administrative agency or commission requesting or looking toward
an order, judgment or decree that (a) restrains or prohibits the consummation of
the transactions contemplated hereby, could reasonably be expected to have a
material adverse effect on Parent’s ability to exercise control over or manage
BBT after the Closing or (c) could reasonably be expected to have a material
adverse effect on the Business or BBT.




(d)          On
the Closing Date, there shall be no effective injunction, writ, preliminary
restraining order or other order issued by a court of competent jurisdiction
restraining or prohibiting the consummation of the transactions contemplated
hereby.




(e)          BBT
shall have delivered to Parent a certificate, dated the Closing Date, executed
by the Secretary of BBT, certifying as to (a) BBT’s certificate of
incorporation, (b) BBT’s by-laws, (c) resolutions with respect to the
transactions contemplated by this Agreement adopted by BBT’s board of directors
and shareholders and attached to such certificate, and (d) incumbency and
signatures of the persons who have executed this Agreement, the Related
Agreements and any other documents, certificates and agreements to be executed
and delivered at the Closing pursuant to this Agreement or any of the Related
Agreements on behalf of BBT.




(f)           Each
of Marc Maselli and Curtis Stevenson shall have entered into an employment
agreement with the Surviving Corporation (collectively, the “EMPLOYMENT
AGREEMENTS”), substantially in the form of EXHIBIT B.




(g)          Each
of Marc Maselli and Curtis Stevenson shall have entered into a lock-up agreement
with Parent (collectively, the “LOCK-UP AGREEMENTS”), substantially in the form
of EXHIBIT C.




(h)          BBT
shall have furnished Parent with copies of the Ownership and Nondisclosure
Agreements signed by each employee, officer, consultant or contractor of BBT
identified on SCHEDULE 4.16(G).




(i)           Parent
shall have received stock certificates representing the Shares.




(j)           No
material adverse change affecting BBT shall have occurred.




8.3           CONDITIONS
TO THE OBLIGATIONS OF BBT.  The obligations of BBT under this
Agreement are subject to the satisfaction, at or before the Closing, of each of
the following conditions:


29


(a)          The
representations and warranties of Parent and Merger Sub contained herein that
are qualified as to materiality shall be true in all respects on and as of the
Closing Date (except for the representations and warranties made as of a
specific date which shall be true in all material respects as of such date) with
the same force and effect as though made on and as of such date, and each of the
representations and warranties of Parent and Merger Sub that are not so
qualified shall be true in all material respects.




(b)          Parent
and Merger Sub shall have performed and complied in all material respects with
all covenants, agreements, obligations and conditions required by this Agreement
to be so performed or complied with by Parent and Merger Sub at or prior to the
Closing.




(c)          There
shall not be threatened, instituted or pending any suit, action, investigation,
inquiry or other proceeding by or before any court or governmental or other
regulatory or administrative agency or commission requesting or looking toward
an order, judgment or decree that (a) restrains or prohibits the consummation of
the transactions contemplated hereby or (b) could reasonably be expected to have
a material adverse effect on the business of Parent or the Surviving
Corporation.




(d)          On
the Closing Date, there shall be no effective injunction, writ, preliminary
restraining order or other order issued by a court of competent jurisdiction
restraining or prohibiting the consummation of the transactions contemplated
hereby.




(e)          Parent
and the Surviving Corporation shall have executed and delivered to the BBT
Shareholders the inter-company services agreement (the “INTER-COMPANY
AGREEMENT”), substantially in the form of EXHIBIT D.




(f)           Parent
and Escrow Agent shall have executed and delivered to the BBT Shareholder the
Escrow Agreement and Parent shall have deposited the Contingent Stock Payment to
the Escrow Agent.




(g)          The
BBT Shareholders shall have received the Initial Cash Payments and the Initial
Stock Payments.




(h)          No
material adverse change affecting Parent shall have occurred.




ARTICLE
IX  MISCELLANEOUS




9.1           AMENDMENT.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties.




9.2           WAIVER.  No
waiver of the provisions hereof shall be valid unless in writing and signed by
the party to be bound and then only to the extent therein set
forth.  No failure or delay by any party in exercising any right or
remedy hereunder shall operate as a waiver thereof, and a waiver of a particular
right or remedy on one occasion shall not be deemed a waiver of any other right
or remedy or a waiver on any subsequent occasion.




9.3           NOTICES.  Any
communications required or desired to be given hereunder shall be deemed to have
been properly given if sent by hand delivery or by facsimile or by overnight
courier to the parties hereto at the following addresses, or at such other
address as either party may advise the other in writing from time to
time:




If to Parent or Merger
Sub:





Planet
Zanett, Inc.


135 East
57th Street


15th
Floor


New York,
NY  10022


Attention:  Pierre-Georges
Roy, Chief Legal Officer


30


with a copy
to:




Klehr,
Harrison, Harvey, Branzburg & Ellers LLP


260 South
Broad Street


Philadelphia,
PA  19102


Attention:  Stephen
T. Burdumy




If to BBT or the Surviving
Corporation:




Back Bay
Technologies, Inc.


368
Hillside Ave


Needham,
MA 02494


Attention:  Marc
P. Maselli, President




with a copy
to:




Foley
Hoag LLP


One Post
Office Square


Boston,
MA  02109


Attention:  Jeffrey
L. Quillen




All such
communications shall be deemed to have been delivered on the date of hand
delivery or facsimile or on the next Business Day following the deposit of such
communications with the overnight courier.




9.4           FURTHER
ASSURANCES.  Each party hereby agrees to perform any further acts and
to execute and deliver any documents which may be reasonably necessary to carry
out the provisions of this Agreement.




9.5           GOVERNING
LAW.  This Agreement 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.




9.6           ENTIRE
AGREEMENT.  This Agreement, the Related Agreements, including all
Exhibits and Schedules contain the entire agreement of the parties and supersede
any and all prior or contemporaneous agreements between the parties, written or
oral, with respect to the transactions contemplated hereby.  Such
agreement may not be changed or terminated orally, but may only be changed by an
agreement in writing signed by the party or parties against whom enforcement of
any waiver, change, modification, extension, discharge or termination is
sought.




9.7           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, the Related Agreements and the transactions
contemplated hereby and thereby.




9.8           COUNTERPARTS.  This
Agreement may be executed in several counterparts, each of which, when so
executed, shall be deemed to be an original, and such counterparts shall
together constitute and be one and the same instrument.




9.9           BINDING
EFFECT.  This Agreement shall be binding on, and shall inure to the
benefit of, the parties hereto, and their respective successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement.  No party may assign any right or obligation hereunder
without the prior written consent of the other parties.


31




IN
WITNESS WHEREOF, Parent Merger Sub, BBT and the BBT Shareholders have caused
this Agreement and Plan of Merger to be executed by their respective duly
authorized officers, all as of the day and year first above
written.




PLANET
      ZANETT, INC.By:
              /s/ David M. McCarthyName:  David
      M. McCarthyTitle:  Chief
      Executive OfficerPLANET
      ZANETT MERGER SUB BBT, INC.By:
              /s/ Pierre-Georges RoyName:  Pierre-Georges
      RoyTitle:  Vice
      President & SecretaryBACK
      BAY TECHNOLOGIES, INC.By:
              /s/ Marc P. MaselliMarc
      P. MaselliChief
      Executive Officer





[SIGNATURES
CONTINUED ON NEXT PAGE]


32


[SIGNATURES
CONTINUED FROM PRIOR PAGE]





BBT
      SHAREHOLDERS/s/ Marc P. MaselliMarc
      P. Maselli/s/ Curtis D. StevensonCurtis
      D. Stevenson


33


SCHEDULES


34