Exhibit
2.2





AGREEMENT
AND PLAN OF MERGER




BY AND
AMONG




BRANDYWINE
COMPUTER GROUP, INC.




PLANET
ZANETT, INC.




PLANET
ZANETT MERGER SUB BCG, INC.




and




THE
SHAREHOLDERS OF BRANDYWINE


COMPUTER
GROUP, INC.





Dated as
of May 31, 2002





TABLE OF CONTENTS





ARTICLE
      I.
                  DEFINITIONS
      AND CONSTRUCTION
                  1ARTICLE
      II.
                  THE
      MERGER
                  6ARTICLE
      III.
                  EFFECT
      OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; MERGER
      CONSIDERATION
                  7ARTICLE
      IV.
                  REPRESENTATIONS
      AND WARRANTIES OF BCG AND THE BCG SHAREHOLDERS
                  11ARTICLE
      V.
                  REPRESENTATIONS
      AND WARRANTIES OF PARENT AND MERGER SUB
                  25ARTICLE
      VI.
                  SURVIVAL
      OF REPRESENTATIONS; INDEMNIFICATION
                  27ARTICLE
      VII.
                  COVENANTS
                  29ARTICLE VIII.
                  CONDITIONS
      TO CLOSING
                  31ARTICLE
      IX.
                  MISCELLANEOUS
                  33





AGREEMENT
AND PLAN OF MERGER




THIS
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of
May 31, 2002, among BRANDYWINE COMPUTER GROUP, INC., an Ohio corporation
(“BCG”), PLANET ZANETT, INC., a Delaware corporation (“Parent”), PLANET ZANETT
MERGER SUB BCG, INC., a Delaware corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”), and the shareholders of BCG identified on the signature
page(s) hereto (each, a “BCG Shareholder” and, together, the “BCG
Shareholders”).




Each of
the Boards of Directors of BCG, Parent and Merger Sub, and the BCG Shareholders,
have approved the merger of BCG with and into Merger Sub (the “Merger”), upon
the terms and subject to the conditions set forth herein and in accordance with
the DGCL (as herein defined) and the ORC (as herein defined).




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).




“Benefit
Plans” shall mean any profit sharing, group insurance, medical, dental and/or
hospitalization, stock option, pension, retirement, bonus, deferred
compensation, stock bonus or stock purchase plan, any collective bargaining
agreements, contracts or other arrangements under which pensions, deferred
compensation or other employee benefits are being paid or may become payable, or
any other “employee benefit plans” as defined in Section 3(3) of ERISA, any plan
created in accordance with Section 125 of the Code, any nonqualified employee
benefit plans or deferred compensation, bonus, stock or incentive plans, or
other employee benefit or fringe benefit programs or payroll practice, whether
or not employee benefit plans, 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 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) of BCG, and (ii) all books and records of BCG prior to the
Closing Date, including stock ledgers, stock certificate books, corporate
records, customer lists, reports, plans, projections and advertising and
marketing materials and financial and accounting books and records.




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




“Business
Day” shall mean any day other than a Saturday, Sunday or legal holiday in the
States of New York or Ohio.




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




“Closing
Balance Sheet” shall mean the audited balance sheet of BCG as of the Closing
Date, to be prepared in accordance with GAAP and in a manner consistent with the
Financial Statements and BCG’s historical financial and accounting practices to
the extent not inconsistent with GAAP.  The Closing Balance Sheet will
be included in the Closing Financial Statements.




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


1


“Closing
Financial Statements” shall mean the BCG financial statements as of the Closing
Date, including the Closing Balance Sheet and the related statements of income,
changes in stockholders’ equity and cash flows for the period from January 1,
2002 through the Closing Date.  The Closing Financial Statements shall
be prepared in accordance with GAAP and in a manner consistent with the
Financial Statements and BCG’s historical financial and accounting practices to
the extent not inconsistent with GAAP.




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




“Current
Assets” shall mean, in respect of any period, all assets expected to be
converted into cash or otherwise realized in the twelve months following the
balance sheet date and recorded as current assets in BCG’s Financial Statements
and the Closing Financial Statements in accordance with GAAP, including, but not
limited to, cash and cash equivalents, accounts receivable, notes receivable,
interest receivable, prepaid expenses, and current assets and any provisions
recorded thereon.




“Current
Liabilities” shall mean, in respect of any period, all liabilities expected to
be settled in the twelve months following the balance sheet date and recorded as
current liabilities in BCG’s Financial Statements and the Closing Financial
Statements in accordance with GAAP, including, but not limited to, accounts
payable, accrued expenses, accrued payroll liabilities, interest payable,
deferred revenue and the current portion of any debt obligations.




“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 BCG to
Parent during Parent’s due diligence investigation conducted prior to the
Closing Date.




“EBITDA”
means, for any period, earnings before (i) interest income and interest expense,
(ii) taxes based on income, and (iii) depreciation and amortization expense for
that period, calculated in accordance with GAAP.




“EBITDA
Target” means (i) for the first Performance Period, $2,109,005, (ii) for the
second Performance Period, $2,425,356, and (iii) for the third Performance
Period, $2,789,159.




“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 or human health,
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. 9601 et seq.), the Hazardous Materials Transportation Law (49
U.S.C. 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901
et seq.), the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), the
Clean Air Act (42 U.S.C. 7401 et seq.), the Toxic Substances Control Act (15
U.S.C. 2601 et seq.), the Oil Pollution Act (33 U.S.C. 2701 et seq.), the
Emergency Planning and Community Right-to-Know Act (42 U.S.C. 11001 et seq.),
each as amended to date and all other state laws similar to any of the
above.




“Environmental
Liabilities” means all liabilities of BCG that (i) arise under or relate to
material 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.


2


“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) BCG’s audited balance sheets as of December 31, 2000
and 2001 and related audited statements of income, statements of change in
shareholders’ equity and statements of cash flows for such years and the related
notes to the audited Financial Statements, and (ii) BCG’s unaudited balance
sheet as of April 30, 2002 and related statements of the income, shareholders’
equity and cash flows for the four months then ended, prepared in accordance
with GAAP and in a manner consistent with BCG’s historical financial and
accounting practices.




“GAAP”
shall mean, at any particular time, accounting principles generally accepted in
the United States of America, consistently applied on a going concern basis and,
with respect to interim financial statements, subject to normal year-end
adjustments.




“Hazardous
Substances” means all regulated 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 regulated by any of the Environmental Laws; (ii) all Materials or Substances
that are 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.




“Net
Working Capital” shall mean (i) Current Assets less cash, plus (ii) $250,000
(for required operating cash), minus (iii) Current Liabilities, all as recorded
on the Closing Balance Sheet.




“ORC”
shall mean the Ohio Revised Code, as amended.




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




“Percentage
Interest” shall mean 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
June 1 and ending on May 31 following the Closing Date.




“Performance
Period Financial Statements” shall mean the Quarterly Performance Period
Financial Statements and the Annual Performance Period Financial Statements of
the Surviving Corporation prepared in accordance with GAAP and in a manner
consistent with the Financial Statements and BCG’s historical financial and
accounting practices to the extent not inconsistent with GAAP.




“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.




“Purchase
Price Adjustment” shall mean an amount equal to (a) BCG’s Net Working Capital,
minus (b) $1,247,643 and “Final Purchase Price Adjustment” shall have the
meaning ascribed to it in Section 3.4(c) hereof.




“Receivables”
shall mean, in respect of any period, the accounts receivable, trade
receivables, notes receivable and other receivables arising out of or related to
BCG’s operations, determined in accordance with GAAP and in a manner consistent
for all periods with BCG’s historical financial and accounting practices to the
extent not inconsistent with GAAP.


3


“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 Ownership and Nondisclosure Agreements, the
Employment Agreements, 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 BCG and reflected in the Financial
Statements.




“Schedules”
shall mean the disclosure schedules delivered by BCG and the BCG Shareholders to
Parent pursuant to this Agreement.




“Shares”
shall mean all issued and outstanding shares of BCG’s common stock, no par
value.




“Taxes”
shall mean all taxes, assessments, charges, duties, fees, levies or other
governmental charges, including but not limited to, all federal, state local,
foreign or other income, profits, unitary, business, franchise, capital stock,
real property, personal property, intangible taxes, withholding, FICA, medicare,
unemployment compensation, disability, transfer, sales, use, excise and other
taxes, assessments, charges, duties, fees, or levies of any kind whatsoever
(whether or not requiring the filing of Tax Returns) and all deficiency
assessments, additions to tax, penalties and interest.




“Tax
Returns” shall mean any return, amended return or other report (including but
not limited to elections, declarations, disclosures, schedules, estimates and
information returns) required to be filed with any taxing or governmental
authority.




1.2           Location
of Certain Defined Terms.  The following terms used in this Agreement
are defined in the Section indicated:




Term
              SectionAgreement
              PreambleAnnual
      Deposit Requirements
              3.4(d)2Annual
      Financial Statements
              7.5(b)Balance
      Sheet
              4.14(a)Balance
      Sheet Date
              4.14(a)BCG
              PreambleBCG
      Indemnified Parties
              6.2(b)BCG
      Shareholders
              PreambleCatch-up
      Cash Deposit
              3.4(f)Catch-up
      Statement
              3.4(f)Certificate
      of Merger
              2.2Claim
              4.10(a)Closing
              2.3


4





Term
              SectionConfidential
      Information
              7.2Contingent
      Cash Payments
              3.3(c)Contingent
      Stock Payments
              3.3(d)Contracts
              4.11(i)Damages
              6.2(a)Default
              4.11(i)Disputed
      Amounts
              7.6Effective
      Time
              2.2Employment
      Agreements
              8.2(g)Indemnified
      Party
              6.3Indemnifying
      Party
              6.3Independent
      Accounting Firm
              7.6Initial
      Cash Payment
              3.3(a)Initial
      Stock Payment
              3.3(b)Intellectual
      Property
              4.16(a)Ownership
      and Nondisclosure Agreement
              4.16(g)Lock-up
      Agreements
              8.2(h)Material
      adverse change
              1.3Merger
              PreambleMerger
      Consideration
              3.3Merger
      Sub
              PreambleMerger
      Sub Common Stock
              5.1(b)Parent
              PreambleParent
      Account
              3.4(d)2Parent
      Indemnified Parties
              6.2(a)Parent
      Option
              7.3(a)


5





Term
              SectionParent
      Financials
              5.4(b)Parent
      SEC Report
              5.4(a)Quarterly
      Deposit Requirement
              3.4(d)3Quarterly
      Financial Statements
              7.6(a)Securities
      Act
              5.4(a)SEC
              5.4(a)Surviving
      Corporation
              2.1





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.




(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 or actual awareness of
the directors and executive officers of a party after reasonable
investigation.




(g)           “Material
adverse change” or “material adverse effect” means, with respect to a specified
party, any change or effect, as the case may be, that has, or is reasonably
likely to have, individually or in the aggregate, a material adverse impact on
the assets, business, financial condition, financial position or liabilities of
such party and its subsidiaries taken as a whole.




(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 and the ORC, at the Effective
Time, BCG shall be merged with and into Merger Sub in accordance with the
provisions of Section 252 of the DGCL and Section 1701.79 of the
ORC.  Following the Effective Time, the separate existence of BCG
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 “Brandywine Computer Group, Inc.” and shall succeed to and assume all
the rights and obligations of BCG in accordance with the DGCL and the
ORC.


6


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 and the State of Ohio.




2.3         Closing.  The
Closing will occur simultaneously with the execution of this
Agreement.  The Closing shall be held at the offices of Taft,
Stettinius & Hollister, LLP, 425 Walnut Street, Suite 1800, Cincinnati, OH
45202-3957 fax: 513-381-0205 or at such other place as Parent and the BCG
Shareholders 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.




(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 BCG 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; Exchange of Certificates.  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.  At the Closing, immediately after the Effective
Time, the BCG Shareholders shall surrender to the Surviving Corporation all of
the outstanding certificates representing the Shares in exchange for the Merger
Consideration payable to the BCG Shareholders at Closing.  Until such
certificates are surrendered, outstanding certificates formerly representing
Shares shall be deemed for all purposes as evidencing the right to receive the
Merger Consideration into which such shares have been converted as though said
surrender and exchange had taken place.  In no event will a holder of
Shares be entitled to interest on the Merger Consideration issuable in respect
of such Shares.


7


3.3         Consideration.  The
“Merger Consideration” shall consist of:




(a)           $2,750,876
of cash payable to the BCG Shareholders at the Closing in accordance with
Section 3.4(a), subject to adjustment in accordance with Section 3.4(c) below
(the “Initial Cash Payment”);




(b)           1,508,838
shares of Parent Stock, such shares to be issuable to the BCG Shareholders at
the Closing in accordance with Section 3.4(b) (the “Initial Stock
Payment”);




(c)           up
to $2,292,396 of cash payable to the BCG Shareholders after the Closing in
accordance with Section 3.4(d) (the “Contingent Cash Payments”);
and




(d)           up
to a number of shares of Parent Stock calculated by dividing $2,292,396 by the
average closing price of a share of Parent Stock as reported on NASDAQ for the
ten (10) consecutive trading days ending on the day prior to the applicable
issuance date, such shares to be issuable to the BCG Shareholders after the
Closing in accordance with Section 3.4(e) (the “Contingent Stock
Payments”).  Parent shall not be required to issue any fractional
shares or scrip with respect to the Contingent Stock Payments.  All
fractional shares shall be rounded up to the nearest whole number of shares of
Parent Stock.




3.4         Payment
of Merger Consideration.




(a)          Initial
Cash Payment.  Subject to Section 3.4(c) below, at the Closing, Parent
shall pay to each BCG Shareholder an amount of cash equal to the product of (i)
the number of Shares held by such BCG Shareholder immediately prior to the
Effective Time, (ii) the Percentage Interest, and (iii) the Initial Cash
Payment.  The Initial Cash Payment will be payable by means of wire
transfers to accounts specified in writing to Parent not less than five Business
Days before the Closing Date.




(b)          Initial
Stock Payment.  At the Closing, upon surrender to Parent of
certificates representing all and not less than all of the Shares issued and
outstanding immediately prior to the Effective Time, Parent shall issue and
deliver to each BCG Shareholder a certificate, registered in the name of such
BCG Shareholder, representing a number of shares of Parent Stock equal to the
product of (i) the number of Shares held by such BCG Shareholder immediately
prior to the Effective Time, (ii) the Percentage Interest, and (iii) the Initial
Stock Payment.




(c)          Adjustment.  (i)
Within 60 days after the Closing Date, the BCG Shareholders shall cause to be
prepared and delivered to Parent the Closing Financial Statements (the cost of
which shall be borne by Parent), together with an initial calculation of BCG’s
Net Working Capital and the Purchase Price Adjustment.  The Closing
Balance Sheet included in the Closing Financial Statements shall be audited by
an independent audit firm experienced in auditing financial statements of
Exchange Act reporting companies and compliant with Rule 2-01 of Regulation S-X,
which firm shall audit the Closing Balance Sheet in a manner consistent with the
Financial Statements and BCG’s historical financial and accounting practices to
the extent not inconsistent with GAAP.




(ii)           Parent
shall have 30 days after the receipt of the Closing Financial Statements to
review or conduct a full audit thereon (at Parent’s sole cost and expense) and
to provide written notice of its acceptance of, or disagreement with, such
statements.  In case of disagreement, Parent shall deliver to the BCG
Shareholders within such 30-day period restated Closing Financial Statements
(the “Parent Closing Financial Statements”), together with a statement setting
forth in reasonable detail, the revised calculation of BCG’s Net Working Capital
and the Purchase Price Adjustment.  If no such notice is sent within
such 30-day period, then the initial calculation of the Purchase Price
Adjustment shall constitute the “Final Purchase Price Adjustment” and the
Closing Financial Statements delivered to Parent shall be the “Final Closing
Financial Statements”.


8


(iii)           Unless
the BCG Shareholders object in writing within 15 days after receipt of the
Parent Closing Financial Statements referred to above to the completeness or
accuracy of such statements, such Parent Closing Financial Statements shall
constitute the “Final Closing Financial Statements” and the revised Purchase
Price Adjustment shall constitute the “Final Purchase Price
Adjustment”.  In the event the BCG Shareholders make such objection
within such 15-day period, the BCG Shareholders and Parent each agree to use
their best efforts to resolve the dispute.  In the event such dispute
is not resolved within 20 days following a notice of objection, Parent or the
BCG Shareholders may elect to have the dispute resolved by
PricewaterhouseCoopers, or any other Big Five accounting firm independent of
Parent, BCG and the BCG Shareholders.  The BCG Shareholders and Parent
hereby agree that the results of such independent accounting firm shall be
conclusive and binding on each of them and the Closing Financial Statements and
Purchase Price Adjustment as approved by such firm shall constitute the “Final
Closing Financial Statements” and the “Final Purchase Price
Adjustment”.  The Surviving Corporation, the BCG Shareholders and
Parent each agree to pay one-third of the fees and disbursements of such
accounting firm.




(iv)           If
the Final Purchase Price Adjustment is less than zero, then the BCG Shareholders
shall pay such amount to Parent, pro rata in accordance with their percentage
ownership of Shares, by wire transfer of immediately available funds within five
Business Days.  If the Final Purchase Price Adjustment is greater than
zero, then Parent shall pay such amount to the BCG Shareholders, pro rata in
accordance with their percentage ownership of Shares, by wire transfer of
immediately available funds within five Business Days.




(d)         Contingent
Cash Payment.  Upon complete satisfaction of the Performance Period
Requirements set forth below, for each Performance Period, Parent shall pay each
BCG Shareholder an amount of cash (not to exceed $764,132 in the aggregate for
each Performance Period) determined in accordance with the formula set forth
below within 30 days of Parent’s delivery to the BCG Shareholders of the
applicable Performance Period Financial Statements (which delivery shall not be
later than 30 days following the end of such Performance Period):




CCP
                =
                S *
      P * 764,132Where:CCP
                =
                The
      amount of cash payable by Parent to such BCG Shareholder with respect to
      such Performance Period.S
                =
                The
      number of Shares held by such BCG Shareholder immediately prior to the
      Effective Time.P
                =
                The
      Percentage Interest.





With
respect to each Performance Period, the requirements set forth in paragraphs 1-3
below (the “Performance Period Requirements”) must be satisfied as a condition
precedent to Parent’s obligation to pay the Contingent Cash Payments for such
Performance Periods:




1.           During
each Performance Period, the EBITDA of the Surviving Corporation must be equal
to or exceed that Performance Period’s EBITDA Target; and




2.           During
each Performance Period, the Surviving Corporation must, and Parent shall permit
Surviving Corporation to, deposit in an account in a commercial bank depository
to be designated by and under the control of Parent (the “Parent Account”), an
aggregate amount of cash at least equal to $1,200,000 (the “Annual Deposit
Requirement”); provided, however, that the BCG Shareholders shall have the right
to elect that the Surviving Corporation apply future Catch-Up Cash Deposits to
such Performance Period to the extent necessary to meet the Annual Deposit
Requirement; and




3.           During
at least three of the four quarterly periods during each Performance Period, the
Surviving Corporation shall deposit within five Business Days following the end
of each such quarterly period, in the Parent Account an amount of cash not less
than $300,000 (the “Quarterly Deposit Requirement”), such deposits to be applied
to the Annual Deposit Requirement for such Performance Period.


9


(e)           Contingent
Stock Payments.  Upon complete satisfaction of the Performance Period
Requirements, for each Performance Period, Parent shall deliver to each BCG
Shareholder a certificate representing a number of shares of Parent Stock (not
to exceed in value $764,132 in the aggregate for each Performance Period based
upon the 10-day trading average of a share of Parent Stock prior to the
applicable issuance date) determined in accordance with the formula set forth
below within 30 days of Parent’s delivery to the BCG Shareholders of the
applicable Performance Period Financial Statements (which delivery shall not be
later than 30 days following the end of such Performance Period):




CSP
              =
              S *
      P * (764,132 / ZTA)Where:CSP
              =
              The
      number of shares of Parent Stock issuable by Parent to such BCG
      Shareholder with respect to such Performance Period.S
              =
              The
      number of Shares held by such BCG Shareholder immediately prior to the
      Effective Time.P
              =
              The
      Percentage Interest.ZTA
              =
              The
      average closing price of a share of Parent Stock as reported on NASDAQ for
      the ten (10) consecutive trading days ending on the date immediately
      preceding the issue date.





With
respect to each Performance Period, the Performance Period Requirements must be
satisfied as a condition precedent to Parent’s obligation to issue and deliver
the Contingent Stock Payments for such Performance Period.




(f)           Catch-up
Payments.  In the event that the Performance Period Requirements have
not been completely satisfied for any given Performance Period, and as a result
the BCG Shareholders do not receive the Contingent Cash Payment or the
Contingent Stock Payment for such Performance Period, then, within 30 days
following the end of the three-month period immediately following the end of
such Performance Period (a “Subsequent Quarter”), the BCG Shareholders may (i)
prepare and deliver to Parent a statement (a “Catch-up Statement”) that
recalculates the Contingent Cash Payment and Contingent Stock Payment for such
Performance Period using a specified amount of EBITDA from such Subsequent
Quarter as set forth in the Quarterly Financial Statements for such fiscal
quarter, and/or (ii) deposit an amount of cash in the Parent Account to be
applied to the unsatisfied Annual Deposit Requirement from such prior
Performance Period (a “Catch-up Cash Deposit”).  Within 30 days after
receiving a Catch-up Statement or a cash deposit, in each case as set forth
above, Parent shall pay the Contingent Cash Payment and issue the Parent Stock
representing the Contingent Stock Payment for such Performance
Period.  Any amount of EBITDA and/or cash that is borrowed from or
applied during a Subsequent Quarter to satisfy the Performance Period
Requirement for the prior Performance Period shall, for purposes of this Article
III, irrevocably be deducted from the EBITDA for the Performance Period in which
it actually occurs and shall not be counted towards meeting the Annual Deposit
Requirements or the Quarterly Deposit Requirements for the Performance Period
that includes Subsequent Quarter.  In the event that the Surviving
Corporation generates for the three Performance Periods taken as a whole a
combined EBITDA equal to or higher than $7,323,520, then within 30 days after
the end of the third Performance Period, the BCG Shareholders may issue a
Catch-up Statement that recalculates the Contingent Cash Payment and Contingent
Stock Payment for any Performance Period in respect of which no contingent
payment was previously made, subject to the Surviving Corporation satisfying the
other Performance Period Requirements.  Contingent Cash Payments and
Contingent Stock Payments made under this Section 3.4(f) instead of under
Sections 3.4(d) or (e) shall be considered “Merger Consideration” under this
Agreement.




3.5           Taxes.  All
Taxes incurred in connection with this Agreement, the Related Agreements and the
transactions contemplated hereby and thereby shall be paid by the Surviving
Corporation, excluding any such Taxes incurred by a holder of
Shares.  The BCG Shareholders shall prepare or cause to be prepared
and file or cause to be filed all Tax Returns for BCG for all periods prior to
the Closing Date which are filed after the Closing Date.  The BCG
Shareholders shall permit the Surviving Corporation to review and comment on
each such Tax Return described in the preceding sentence.  All Tax
sharing agreements or similar agreements with respect to or involving BCG shall
be terminated as of the Closing Date and, after the Closing Date, Surviving
Corporation shall not be bound thereby or have any liability
thereunder.


10


3.6         BCG
Shareholder Distribution.  Immediately prior the Closing, BCG shall
effect a distribution to the BCG Shareholders of all of the cash of BCG on hand
immediately prior to the Closing, less $250,000.




ARTICLE
IV.  REPRESENTATIONS AND WARRANTIES OF BCG AND THE BCG
SHAREHOLDERS




As a
material inducement for Parent and Merger Sub to enter into this Agreement and
to consummate the transactions contemplated hereby, BCG and the BCG 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 or on behalf of
Parent:




4.1         Organization;
Qualification and Capital Stock; Corporate Records.




(a)           BCG
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Ohio, and has the requisite 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)           BCG
is duly qualified to do business and is 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 where the failure to be so
qualified would not have a material adverse effect on BCG.  A list of
all such jurisdictions appears on Schedule 4.1(b).




(c)           The
names of the directors and officers of BCG, together with the offices they hold,
are set forth on Schedule 4.1(c).  Attached to Schedule 4.1(c) are
true and complete copies of (i) the articles of incorporation of BCG, together
with all amendments thereto, and (ii) the by- laws of BCG, together with all
amendments thereto, each as currently in effect.  The authorized
capital stock of BCG consists of 850 shares of common stock, no par value per
share, two (2) of which shares are duly and validly issued and outstanding,
fully paid and non-assessable.  Except as set forth on Schedule
4.1(c), since its date of incorporation, BCG has not issued any shares of its
capital stock, effected any stock split or otherwise changed its
capitalization.




(d)           None
of the outstanding Shares has been issued in violation of any preemptive rights
of the current or past shareholders of BCG, or any stock purchase agreement or
other agreement to which BCG was or is a party or bound.




(e)           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 BCG, or
contracts, commitments, understandings or arrangements by which BCG 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.




(f)           Except
as set forth on Schedule 4.1(f), since December 31, 2001, BCG 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 BCG,
or (iii) made or permitted any change in the authorized, issued, or treasury
shares of its equity securities.  There is no liability for dividends
declared or accumulated but unpaid with respect to any of the
Shares.




(g)           BCG
has not conducted business under any name other than its own Schedule 4.1(g)
includes a list of all of BCG’s fictitious name registrations.


11


(h)           Subject
to the satisfaction of the conditions precedent set forth herein, BCG has the
corporate power to execute, deliver and perform this Agreement and the Related
Agreements to which BCG is a party, and, subject to the satisfaction of the
conditions precedent set forth herein, has taken all action required by its
articles 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(h), 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 articles of incorporation or by-laws of BCG or any provisions
of, or result in the acceleration of any obligation under, any Encumbrance
lease, agreement, instrument, order, arbitration award, judgment or decree, to
which BCG or any of the BCG 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 BCG.  This Agreement is a valid obligation of BCG,
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).




(i)           The
Books and Records of BCG 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 BCG are contained in the minute books and stock transfer
ledgers that have been delivered to the Parent for inspection and will be
delivered to the Parent at the Closing.




4.2         Shareholder
Power and Authority; Ownership.




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




(b)           This
Agreement and each of the Related Agreements to which the BCG Shareholders are
parties constitute the legal, valid and binding obligations of the BCG
Shareholders, enforceable against the BCG 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) and public policy limitations.




(c)           Each
BCG Shareholder owns that number of Shares set forth in Schedule 4.2(c), which
in the aggregate constitute all of the issued and outstanding capital stock of
BCG.  Each BCG Shareholder has good and marketable title to all of the
Shares set forth opposite such BCG Shareholder’s name on Schedule 4.2(c), free
and clear of all Encumbrances and restrictions, legal or equitable, of every
kind.  Each BCG 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 BCG 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.


12


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
any law, statute, order, decree, proceeding, rule, or regulation of any court or
governmental agency or body, United States or foreign, having jurisdiction over
the BCG Shareholders, BCG or any assets of BCG.




(b)           Except
as set forth in 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, or require the consent or approval of any third party under, any
Contract or any other material instrument, or commitment to which BCG is party,
by which it is bound, or to which any of BCG’s property is subject, and no
consent or approval is required from any third party for the
Merger.




(c)           BCG
is not in default under, or in violation of any provision of, its articles of
incorporation, by-laws, any obligation, promissory note, indenture or any
evidence of indebtedness or security thereto, lease, purchase contract or other
commitment, or any other agreement, which default is reasonably likely to have a
material adverse effect on BCG.




(d)           The
delivery of this Agreement and the consummation of the transactions contemplated
by this Agreement and the Related Agreements will not result in the imposition
or creation of any Encumbrance on the assets of BCG.




4.4         No
Subsidiaries.  Except as disclosed on Schedule 4.4, BCG does not own
stock, or have any contract or rights to acquire stock, in and does not control,
directly or indirectly, any other corporation, association or business
organization, nor is BCG a party to any joint venture or
partnership.




4.5         Financial
Information.




(a)           Attached
hereto as Schedule 4.5(a) are true and complete copies of the Financial
Statements.  The Financial Statements have been prepared in accordance
with GAAP and in a manner consistent with BCG’s historical financial and
accounting policies and practices (except as may be disclosed therein), fairly
present the financial position and the results of operations, changes in
shareholders equity and cash flows of BCG as of the dates and for the periods
indicated, and do not include or omit any fact, the result of which inclusion or
omission is to make the Financial Statements misleading.  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
for obligations incurred in the ordinary course of business since April 30,
2002, BCG has no material unrecorded liability or obligation required to be
reflected or disclosed in the Financial Statements under GAAP which is not so
reflected or disclosed, and BCG has no material liability or obligation in the
amount of $75,000 or more, whether accrued, absolute, contingent or otherwise,
as of the respective dates of the Financial Statements not required to be
reflected or disclosed in the Financial Statements.




(c)           Except
as set forth on Schedule 4.5(c) or in the Financial Statements, there are no
liabilities or obligations of BCG, whether known or unknown, asserted or
unasserted, absolute or contingent, accrued or unaccrued, liquidated or
unliquidated, due or to become due, required in accordance with GAAP to be
reserved against or disclosed in the Balance Sheet, which are not so reserved or
disclosed, nor is there any past or present fact, situation, circumstance,
condition or other basis for any present or future action, suit or proceeding,
hearing, charge, complaint, claim or demand against BCG giving rise to any such
liability or obligation.




(d)           Except
as disclosed on Schedule 4.5(d), the Financial Statements do not reflect any
material income or expense that was unusual in nature, nonrecurring,
extraordinary, or otherwise not in the ordinary course of BCG’s business,
consistent with past practices.


13


(e)           All
material assets used by BCG in the Business are reflected in the Financial
Statements to the extent required by GAAP.




4.6         Absence
of Certain Changes.  Since December 31, 2001, except as reflected in
the Financial Statements or set forth on Schedule 4.6, BCG has conducted the
Business only in the ordinary course and consistent with past practice, and has
not:




(a)           suffered
any material adverse change;




(b)           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;




(c)           permitted
or allowed any of the assets or properties of BCG to be subjected to any
Encumbrance;




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




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




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




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




(h)           granted
any general increase in the compensation of employees of BCG (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 BCG 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;




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




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




(k)           failed
to maintain any of its properties or equipment in good operating condition and
repair, subject to ordinary wear and tear, except where the failure to so
maintain is not reasonably likely to have a material adverse effect on
BCG;




(l)     
      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;




(m)          entered
into any material transaction or made or entered into any material 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;


14


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




(o)          agreed
in writing or otherwise to take any action with respect to any of the matters
described in this Section 4.6.




4.7         Licenses;
Regulatory Approvals.  BCG holds all licenses, certificates and other
regulatory approvals (“Regulatory Approvals”) required or necessary to be
applied for or obtained in connection with the Business as presently conducted
by BCG, except for such Regulatory Approvals which if not obtained would not be
reasonably likely to have a material adverse effect on BCG.  All such
Regulatory Approvals are listed on Schedules 4.7.  Except as set forth
on Schedule 4.7 all such Regulatory Approvals relating to the Business,
operations and facilities of BCG are in full force and effect.  Any
and all past litigation concerning such 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 BCG.  Except as
set forth on Schedule 4.7, no such 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 BCG, 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 in Schedule 4.8(a), (i) BCG is not the subject of any
outstanding, and has no knowledge of any threatened, investigation, audit,
review or other examination of BCG by any federal or state governmental agency
having supervisory or regulatory authority with respect to BCG or the Business,
and (ii) BCG is not subject to, nor has BCG 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
BCG or the Business.




(b)           BCG
has no knowledge of any proposed or pending change in any law or regulation
affecting the Business which would be reasonably likely to have a material
adverse effect on BCG.




4.9         Tax
Matters.




(a)           Except
as set forth on Schedule 4.9(a), BCG 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 BCG has
prepared and filed appropriate requests for extensions to file such Tax Returns
and all such requests have been timely filed and granted and have not expired in
accordance with applicable laws, rules and regulations.  All such Tax
Returns for the last three (3) years have been previously disclosed in full to
Parent and are listed on Schedule 4.9(a).




(b)           Except
as set forth on Schedule 4.9(b), all such Tax Returns correctly and completely
reflect the information required to be presented therein, and BCG has not paid
any penalty, surcharge, fine or interest in connection with any alleged
underpayment of Taxes.




(c)           BCG
has paid all Taxes that have become due and payable to (or claimed to be due and
payable by) any federal, state, county, local, foreign or other taxing
authority.  Except as set forth on Schedule 4.9(c), BCG has made full
provision or reserve in the Financial Statements for all Taxes for which BCG is
or may be accountable with respect to income, profits or gains earned, accrued
or received on or before the dates thereof, including distributions made on or
before such dates or provided for in such Financial Statements, and full and
proper provision has been made in such Financial Statements for deferred Tax in
accordance with GAAP and in the aggregate do not materially fail to provide for
potential Tax liabilities.  All estimated Tax payments that have
become due and payable prior to the date of this Agreement have been
paid.  No claim has ever been made by an authority in a jurisdiction
where BCG does not file Tax Returns that it is or may be subject to taxation by
that jurisdiction.  There are no liens for Taxes (other than Taxes not
yet due and payable) upon any of the assets of BCG.


15


(d)           BCG
has properly withheld 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
BCG’s knowledge, no event, transaction, act or omission has occurred which could
result in BCG becoming liable for any Tax which is primarily
or        directly chargeable against or
attributable to a Person other than BCG or which is charged by reference to the
income or gains of another Person.  In the event that BCG has been
part of a consolidated group of taxpayers, BCG is not liable for any Tax
obligations of the other members of the group.




(f)           To
BCG’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 waiver of any
statute of limitations in respect of any Taxes or for the extension of time for
the assessment or payment of any Tax.  BCG is not, and does not expect
to be, involved in any material dispute in relation to any Tax matters, and to
BCG’s knowledge no taxing authority has investigated or indicated that it
intends to investigate BCG’s Tax matters.  BCG is not aware of any
facts which may constitute the basis for the proposal of any Tax deficiencies
for any unexamined year.




(g)           BCG
is not a party to any agreement, contract, arrangement or plan that has resulted
or would result, separately or in the aggregate, in the payment of (i) any
“excess parachute payment” within the meaning of Code 280G (or any corresponding
provision of state, local or foreign Tax law) and (ii) any amount that will not
be fully deductible as a result of Code 162(m) (or any corresponding provision
of state, local or foreign Tax law).  BCG has not been a United States
real property holding corporation within the meaning of Code 897(c)(2) during
the applicable period specified in Code 897(c)(1)(A)(ii).  BCG has
disclosed on its federal income Tax Returns all positions taken therein that
could give rise to a substantial understatement of federal income Tax within the
meaning of Code 6662.  BCG is not a party to or bound by any Tax
allocation or sharing agreement.  BCG (i) has not been a member of an
“Affiliated Group” filing a consolidated federal income Tax Return and (ii) has
not liability for the Taxes of any Person under Reg. 1.1502-6 (or any similar
provision of state, local, or foreign law), as a transferee or successor, by
contract, or otherwise.




(h)          BCG
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.




(i)           Since
it began business, BCG has been an S corporation in accordance with the
provisions of Section 1361 of the Code and will continue to qualify as an S
corporation for all periods through the Closing Date.  BCG is not, has
not and will not be subject to the built-in-gains tax under Section 1374 of the
Code or to the tax on passive income under Section 1375 of the
Code.  BCG has not and will not acquire any bulk assets from another
corporation by purchase, merger or otherwise.  Schedule 4.9(i) lists
all of the states and localities with respect to which BCG is required to file
any corporate, income (or equivalent assessments based upon receipts, revenue or
income), sales, use and/or franchise Tax Returns and sets forth whether BCG is
treated in such states and localities where it is required to file any income or
equivalent Tax Return as the equivalent of an S corporation by or with respect
to each such state and/or locality.  None of the BCG Shareholders are
subject to back-up withholding from any taxing authority.




(j)           BCG
will not be required to include any item of income in, or exclude any item of
deduction from, taxable income for any taxable period (or portion thereof)
ending after the Closing Date as a result of any: (i) change in method of
accounting for a taxable period ending on or prior to the Closing Date in
accordance with Code 481 (or any corresponding or similar provision of state,
local or foreign income Tax law); (ii) “closing agreement” as described in Code
7121 (or any corresponding or similar provision of state, local or foreign
income Tax law) executed on or prior to the Closing Date; (iii) intercompany
transactions or any excess loss account described in Treasury Regulations under
Code 1502 (or any corresponding or similar provision of state, local or foreign
income Tax law); (iv) installment sale or open transaction disposition made on
or prior to the Closing Date; (v) prepaid amount received on or prior to the
Closing Date; (vi) transfer of intangible property to which Code 367(d) or Code
482 may apply.


16


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 BCG, threatened that
questions the validity of this Agreement or the Related Agreements or any action
taken or to be taken by BCG or the BCG Shareholders 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.




(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 BCG, threatened against or affecting BCG or the BCG Shareholders in their
shareholder capacities.  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 BCG.  To the
knowledge of BCG, no event has occurred and no circumstance, matter or set of
facts exist which would constitute a valid basis for the assertion by any third
party of any Claim against BCG or the BCG Shareholders in their shareholder
capacities, 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
BCG, threatened judgment, injunction, order or consent or similar decree or
agreement (including, without limitation, any consent or similar decree or
agreement with any governmental entity) against or naming BCG or the BCG
Shareholders in their shareholder capacities.




(c)           To
BCG’s knowledge, except as disclosed in 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 BCG.




4.11       Properties,
Contracts; Leases and Other Agreements; Bank Accounts.




(a)           BCG
does not own any real estate.




(b)           All
leasehold interests for real property and any material personal property used by
BCG in the Business are held pursuant to lease agreements which are valid and
enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar law 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 at a proceeding at law or in equity), the
agreements for which are listed on Schedule 4.11(b).  To the knowledge
of BCG, 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 BCG, threatened with respect to such
properties.  BCG 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 BCG 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 BCG, BCG 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 in Schedule 4.11(d), (i) BCG 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 and (ii) BCG is not a party to any
agreement or understanding with any other party relating to the sale of BCG
assets or capital stock, including any such agreement or understanding that
would require BCG or the BCG Shareholders to pay a break-up fee or similar
payment to such third party upon consummation of the transactions contemplated
by this Agreement.


17


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




(i)           involve
potential payments by BCG or incurring by BCG of costs or obligations, of more
than $25,000 in the aggregate;




(ii)          involve
payments based on profits of BCG;




(iii)         relate
to the future purchase of goods or services 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 BCG;




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




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




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




(g)           Except
as set forth in Schedule 4.11(g), neither BCG, nor to BCG’s knowledge, 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 BCG is a party, and 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
BCG 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 BCG 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 BCG or, to BCG’s knowledge,
by any other party thereto, which Default may have a material adverse effect on
BCG; (iii) BCG is not aware of the assertion by any third party of any claim of
Default or breach under any of the Contracts; and (iv) BCG is not aware of any
present intention on the part of any significant customer or supplier or other
business partner of BCG to either (a) terminate or significantly change its
existing business relationship with BCG either now or in the foreseeable future,
or (b) fail to renew or extend its existing business relationship with BCG at
the end of the term of any existing contractual arrangement such entity may have
with BCG.  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 BCG is providing or is obligated to provide products or services of any
kind to a third party.


18


(k)           Except
as set forth on Schedule 4.11(k), BCG has not granted any right of first refusal
or similar right in favor of any third party 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 in Schedule 4.12(a), BCG has not entered into any collective
bargaining agreement with any labor organization with respect to any group of
employees of BCG and, to the knowledge of BCG, there is no present effort nor
existing proposal to attempt to unionize any group of employees of
BCG.




(b)          Except
as may be disclosed in Schedule 4.12(b):




(i)           BCG
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
BCG is not engaged in any unfit labor practices;




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




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




(iv)         BCG
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), BCG is not a party to any
agreement for the employment, retention or engagement or severance of any
officer, employee, agent, advisor or consultant.




(d)           Schedule
4.12(d) contains a correct and complete list of all Benefit Plans maintained by
BCG or to which BCG or any ERISA Affiliate (as defined below)
contributes.  BCG has delivered or made available to Parent, with
respect to all such Benefit Plans, complete and correct copies of the following:
all plan documents, handbooks, manuals, collective bargaining agreements and
similar documents governing employment policies, practices and procedures; the
most recent summary plan descriptions and any subsequent summaries of material
modifications and all other material employee communications discussing any
employee benefit; Forms series 5500 as filed with the IRS for the three most
recent plan years (including all attachments thereto); the most recent report of
the enrolled actuary for any plans requiring actuarial valuation; all trust
agreements with respect to the Benefit Plans; plan contracts with service
providers or insurers providing benefits for participants or liability insurance
for fiduciaries and other parties in interest or bonding; the most recent annual
audit and accounting of plan assets for all funded plans; and the most recent
Internal Revenue Service (“IRS”) determination letter or opinion letter for all
plans qualified under Section 401(a) of the Code.




(e)           Neither
BCG nor any ERISA Affiliate participates in or maintains or has ever maintained
or been obligated to contribute to a multi- employer plan (as defined in Section
3(37) of ERISA), and neither BCG nor any ERISA Affiliate has withdrawal
liability with respect to any multi-employer plan.




(f)           Neither
BCG nor any ERISA Affiliate maintains or has ever maintained or been obligated
to contribute to an employee pension benefit plan (as defined in Section 3(2) of
ERISA) subject to Title IV of ERISA.




(g)           BCG
has made full payment of all amounts it is required, under applicable law or the
terms of each Benefit Plan, to have contributed thereto before the Closing Date
for all periods through and including the close of the last plan year ending
prior to the Closing Date, or proper accruals for such contributions have been
made and are reflected on its balance sheet and books and
records.  BCG will pay such contributions to the Benefit Plans for the
current plan year prior to the Closing Date, or, if any such contributions will
not be due prior to the Closing Date, has made adequate provision for reserves
therefor.  All such contributions are fully deductible by BCG for
purposes of BCG’s federal income taxes, and BCG has no actual or potential
liability for the 10 percent tax imposed by section 4972 of the
Code.


19


(h)          All
Taxes, penalties, interest charges and other financial obligations to federal,
state and local governments and to participants or beneficiaries under the
Benefit Plans with respect to any period ending on or before the Closing Date
have been or will be met in full on or before the Closing Date.




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




(j)           Each
Benefit Plan required to be listed on Schedule 4.12(d) that is intended to be
qualified under Section 401 of the Code is (and from its establishment has been)
the subject of a favorable determination letter or opinion letter issued by the
IRS, and no such determination letter or opinion letter has been revoked nor, to
BCG’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.  Each trust maintained under any such Benefit Plan is
(and from its establishment has been) exempt from federal income tax under
Section 501 of the Code.




(k)           Each
Benefit Plan required to be listed on Schedule 4.12(d) complies, in both form
and operation, with the applicable requirements of ERISA, the Code and other
applicable law.  There are no pending investigations by any
governmental agency involving such Benefit Plans, no termination proceedings
involving the Benefit Plans, and, to BCG’s knowledge, no threatened or pending
claims (except for routine claims for benefits), 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 BCG’s knowledge, are there
any facts which could give rise to any liability in the event of any such
investigation, claim, suit or proceeding.




(l)           Neither
BCG nor any “party in interest” (as defined in section 3(14) of ERISA) or
“disqualified person” (as defined in section 4975(e)(2) of the Code) with
respect to any Benefit Plan has engaged in a “prohibited transaction” (as
defined in Section 4975 of the Code or Section 406 of ERISA) for which a
statutory, administrative, or regulatory exemption is not
available.  No Benefit Plan has been (or will be as a result of the
transactions contemplated hereby) completely or partially terminated or has been
(or will be as a result of the transactions contemplated hereby) subject to a
“reportable event” (as defined in section 4043 of ERISA) or to any event
requiring disclosure under section 4062(e) or 4063(a) of ERISA.




(m)         BCG
is in full compliance with the continuation coverage requirements of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the
health insurance obligations (sometimes referred to as “HIPAA”) imposed by
section 9801 of the Code and Part 7 of Subtitle B of Title I of
ERISA.




(n)          Other
than the group health plan continuation coverage requirements required by
applicable law (as described in subsection (m) above), the cost of which is
fully paid by the former employee or his or her dependent, BCG does not maintain
retiree life or retiree health plans providing for continuing coverage for any
employee or any beneficiary of an employee after the employee’s termination of
employment.




(o)          Prior
to the Closing Date, BCG will not establish any new Benefit Plan for the
employees of BCG, except with the written consent of Parent, nor will BCG amend
or modify any existing Benefit Plan as to any benefit or in any other way,
except with the written consent of Parent.




(p)          Except
as set forth on Schedule 4.12(p), BCG is not a party to any oral or written
agreement with any director, executive, officer or other key employee, the
benefits of which are contingent 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.


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4.13       Personnel.




(a)           Schedule
4.13(a) contains (i) the list of all persons employed by BCG as of the Closing
Date and (ii) with respect to such persons, an accurate and complete list of (a)
name, (b) title, (c) commencement date of employment, (d) wage rates, (e) JD
Edwards and other certification descriptions applicable to the Business, (f)
age, (g) vacation accrued, and (h) service credited for purposes of vesting and
eligibility to participate under any of BCG’s Benefit Plans.  BCG is
not in default with respect to any material obligation to any of its
employees.  No employee or director of BCG is a party to, or otherwise
bound by, any agreement or arrangement, including any confidentiality,
non-competition, or proprietary rights agreement between such employee or
director and any other Person that in any way adversely affects or will affect
(i) the performance of his or her duties as an employee or director of BCG, or
(ii) the ability of BCG to conduct its business.  To BCG’s knowledge,
no officer, director, or other key employee intends to terminate his employment
with BCG.




(b)           Except
as set forth on Schedule 4.13(a), no other person or entity performs services on
behalf of BCG as a consultant, independent contractor or otherwise to customers
of BCG.




4.14       Title
to and Condition of Properties.




(a)           Except
as described in Schedule 4.14(a), BCG collectively owns or uses all of the
personal property included in the balance sheet (the “Balance Sheet”) dated as
of April 30, 2002 (the “Balance Sheet Date”) included in the Financial
Statements (except assets as have been disposed of in the ordinary course of
BCG’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 BCG are sufficient to carry on the
business of BCG in the ordinary course as presently conducted.  Other
than as disclosed in Schedule 4.14(a) or specifically provided for in this
Agreement, BCG 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 BCG, and, except for property leased by BCG, to BCG’s
knowledge, no person or other company has any right to possession, use or
occupancy of any of the property used by BCG.




(b)           Equipment
used by BCG 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 BCG 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 BCG 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
BCG 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 BCG is subject to
any guaranty, warranty, or other indemnity.




4.16       Intellectual
Property.




(a)           Except
as set forth on Schedule 4.16(a), BCG owns, free and clear of any limitations or
Encumbrances, 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 all registrations and/or
applications for any of the foregoing), the domain name
www.brandywinecomputer.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 in or necessary for the conduct of the
Business as now conducted (collectively, the “Intellectual
Property”).


21


(b)           Schedule
4.16(b) contains an accurate and complete list of (i) all such patents,
trademarks, trade names, service marks, assumed names and registered or material
copyrights, and all registrations and applications therefor, and, with respect
to registered items, contains a list of all jurisdictions in which such items
are registered or pending and all registration or application numbers; (ii) all
licenses, permits and other agreements, whether written or oral, relating
thereto; and (iii) all agreements, whether written or oral, relating to any of
the Intellectual Property that BCG is licensed or authorized to use by others,
including the principal terms and unexpired term thereof.  The
patents, trademarks, service marks and copyrights, licenses, permits and other
agreements constituting a part of the Intellectual Property and solely owned by
BCG are valid, subsisting and enforceable, and are duly recorded in the name of
BCG.  With respect to all agreements, whether oral or written,
relating to any of the Intellectual Property that BCG is licensed or authorized
to use by others, BCG is not in breach or default, and no event has occurred
which with notice or lapse of time would constitute a material breach or default
by BCG or permit termination, modification or acceleration thereunder by the
other party thereto.




(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 BCG as a program or as part of a service to
support the Business is owned by BCG or BCG 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 in Schedule 4.16(c).  To the extent third party software is
marketed to customers of BCG together with the Intellectual Property solely
owned by BCG, the third party rights have been identified in Schedule 4.16(c),
all necessary licenses have been obtained, no royalties or payments are due from
BCG to third parties except as identified on Schedule 4.16(c), and BCG has no
enforcement, monitoring or other obligation or liability with respect to such
third party software.




(d)           Except
as set forth on Schedule 4.16(d) and other than generally available software
such as Microsoft Word, Lotus 1-2-3 and similar software (for which BCG has
valid licenses to use in the Business) BCG has the sole and exclusive right to
use the copyrighted works listed in Schedule 4.16(b) and, to the knowledge of
BCG, the patents, service marks, trademarks and trade names listed in Schedule
4.16(b), in each case, in all jurisdictions in which the Business is currently
conducted or in which any products of the Business are currently distributed,
and the consummation of the transactions contemplated hereby will not alter or
impair any such rights.




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




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




(g)           Each
employee, officer, consultant and contractor of BCG and/or any other person or
entity that has developed Intellectual Property on behalf of BCG and/or that has
had access to computer programs, trade secrets and other confidential
information of BCG is identified on Schedule 4.16(g) and has executed and
delivered to BCG an agreement regarding the protection of proprietary
information and the assignment to the Company of all Intellectual Property
arising from the services performed for BCG by such person (collectively, the
“Ownership and Nondisclosure Agreements”) substantially in the form attached to
this Agreement as Exhibit A.




(h)           BCG
has made available to Parent all documents in BCG’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.


22


4.17       Insurance.  All
material insurable properties owned or held by BCG, and all reasonably insurable
risks related to the Business, are adequately insured by insurers which are, to
BCG’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
prudently insured against by comparable businesses and as may be required by law
or any agreement to which BCG is a party.  Schedule 4.17 lists all
policies of insurance owned or held by BCG or insuring its
assets.  All current premiums and any other obligations under such
insurance which are due and payable have been paid, and all such policies are in
full force and effect on the date hereof.  BCG 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)           Schedule
4.18(a) lists the 10 largest customers of BCG as a percentage of revenues for
fiscal year 2001 and for the four month period ended April 30,
2002.  BCG’s relationships with its customers, clients and vendors are
satisfactory, and except as disclosed in Schedule 4.18(a), BCG has no knowledge
of any facts or circumstances, including a change of control in the ownership of
BCG, that are reasonably likely to materially alter, negate, impair or in any
way materially adversely affect the continuity of any such relationships with
the Surviving Corporation.




(b)           Except
as disclosed in Schedule 4.18(b), BCG has no knowledge of and has not received
notice of any claims or threats, plans or intentions to discontinue commercial
relations or transactions from any customer of BCG, any purchaser or supplier of
goods or services from or to BCG, any employee or independent contractor
significant to the conduct or operation of BCG or any party to any agreement to
which BCG is a party.




4.19       Compliance
With Laws.




(a)           Except
as set forth in Schedule 4.19(a), the operations and activities of BCG have
previously and continue 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 where the failure to so comply would not be likely
to have a material adverse effect on BCG.  The conduct of the business
of BCG 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 articles of
incorporation or by-laws as presently in effect or any Encumbrance, lease,
license, agreement, Laws or understanding to which BCG is a party or by which it
may be bound or affected.  BCG has received no notice or communication
from any Person asserting a failure to comply with any Laws that is unresolved,
nor has BCG received any notice that any authority or third party intends to
seek enforcement against BCG to compel compliance with any such
Laws.




(b)           BCG
has not made, and, to the knowledge of BCG, 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 BCG, 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 BCG,
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 BCG nor, to its knowledge, any
officer, employee or agent of BCG 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 BCG (or assist BCG in connection with any actual or proposed
transaction) which (A) might subject BCG to any damage or penalty in any civil,
criminal or governmental litigation or proceeding, (B) if not given in the past
would reasonably be expected to have had an adverse effect on BCG, or (C) if not
continued in the future, would reasonably be expected to have an adverse effect
on BCG.




4.20       Environmental
Matters.




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


23


(b)           Except
as set forth on Schedule 4.20, BCG is, to its knowledge, in full compliance with
all material and legally enforceable limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in the Environmental Laws.  Except as set forth on Schedule
4.20, since BCG’s incorporation, no written notice, demand, request for
information, citation, summons or complaint has been received by BCG 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 BCG, threatened by any governmental entity or
other Person with respect to any (i) alleged violation by BCG of any
Environmental Law or liability thereunder, (ii) alleged failure by BCG 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 BCG, or (iv) any Environmental Liabilities attributed to
BCG.




(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 BCG.




(d)           Except
as set forth on Schedule 4.20, to the knowledge of BCG, no state of facts exists
as to environmental matters or Hazardous Substances that involves a material
fine or penalty imposed on or attributable to BCG, or that may otherwise have a
material adverse effect with respect to BCG or does or could interfere with or
prevent compliance with any Environmental Laws.




(e)           No
Hazardous Substances have been manufactured, treated, stored, transported or
disposed of by BCG, or otherwise deposited by BCG, in or on or, to BCG’s
knowledge, are otherwise present beneath property currently leased by BCG in
violation of any applicable Environmental Laws.




(f)           To
BCG’s knowledge, there has been no disposal, escape, seepage, leakage, spillage,
discharge, emission, release or threatened release of any Hazardous Substance in
violation of any applicable Environmental Laws as a result of the actions or
omissions of BCG on, from or affecting any property leased by BCG.




4.21       Receivables.  Schedule
4.21 sets forth a true and complete list of all Receivables and the aging
thereof, as of December 31, 2001 and April 30, 2002.  All Receivables,
whether reflected on the Financial Statements or subsequently created through
the Closing Date and reflected on the Closing Balance Sheet, represent sales
actually made or services actually performed in the ordinary course of business
with no additional services required to entitle BCG to collect such Receivables,
and are fully collectible as of the Closing Date or are fully reserved against
in the Balance Sheet.




4.22       Documentation.  True
and complete copies of all Disclosure Documents referred to in the Schedules
have been delivered by BCG to Parent or are attached to the relevant
Schedules.




4.23       Related
Party Transactions.  Except as set forth on Schedule 4.23 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 BCG on the one
hand and (a) any of BCG’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 BCG than
could have been obtained from any independent party after arms-length
negotiations.  Schedule 4.23 sets forth the relationship between any
such Person and BCG.




4.24       Vote
Required.  The affirmative vote of the holders of two-thirds of the
outstanding Shares is the only vote of the holders of any class or series of BCG
capital stock necessary to approve this Agreement, the Merger and the
transactions contemplated hereby.




4.25       Brokers.  No
Person will have, as a result of the transactions contemplated by this
Agreement, any valid right to, interest in or claim upon Parent or the Surviving
Corporation for any commission, fee or other compensation as a finder or broker
because or any act or omission by BCG or the BCG Shareholders.


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4.26       Disclosure.  No
representation or warranty by BCG contained in this Agreement, and no statement
contained in any document, list (including, without limitation, the Schedules),
certificate or other communication furnished or to be furnished by or on behalf
of BCG to Parent or any of its representatives in connection with the
transactions contemplated hereby, contains or will contain 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.  BCG has not knowingly
failed to disclose to Parent any facts material to the operations, condition
(financial or otherwise), liabilities, assets, earnings, prospects or working
capital of BCG or the Business.




4.27       Securities
Matters.  The BCG Shareholders understand that none of the shares of
Parent Stock included in the Merger Consideration has been registered under the
Securities Act, on the grounds that the issuance thereof to the BCG Shareholders
in connection with the Merger is exempt from registration pursuant to Section
4(2) of the Securities Act and/or Regulation D promulgated under the Securities
Act (“Regulation D”), and that the reliance of Parent on such exemptions is
predicated in part on the representations, warranties, covenants and
acknowledgements set forth in this Section 4.27.




(a)           The
Parent Stock will be acquired by each BCG Shareholder for his or her own
account, not as a nominee or agent, for investment and without a view to resale
or other distribution within the meaning of the Securities Act, and such BCG
Shareholder will not distribute or transfer any of the Parent Stock in violation
of the Securities Act.




(b)           The
BCG Shareholders:  (i) acknowledge that the Parent Stock to be issued
to the BCG Shareholders is not registered under the Securities Act and must be
held indefinitely by the BCG Shareholders unless the Parent Stock is
subsequently registered under the Securities Act or an exemption from
registration is available, (ii) are aware that any routine sales of the Parent
Stock made under Rule 144 of the Securities and Exchange Commission under the
Securities Act may be made only in limited amounts and in accordance with the
terms and conditions of that Rule and that in such cases where the Rule is not
applicable, registration or compliance with some other registration exemption
will be required, (iii) are aware that Rule 144 is not now and for a period of
at least one year following the Closing Date hereof will not be, available for
use by the BCG Shareholders for resale of the Parent Stock, and (iv) are aware
that Parent is not obligated to register any sale, transfer or other disposition
of the Parent Stock.




(c)           Each
BCG Shareholder has such knowledge and experience in financial and business
matters that such BCG Shareholder is fully capable of evaluating the risks and
merits of such Shareholder’s investment in the Parent Stock.




(d)           The
BCG Shareholders acknowledge and agree that the certificates representing the
Parent Stock issuable to such Shareholder will contain a restrictive legend
noting the restrictions on transfer described in this Section and under federal
and applicable state securities laws, and that appropriate “stop-transfer”
instructions will be given to Parent’s stock transfer agent.




ARTICLE
V.  REPRESENTATIONS AND WARRANTIES OF PARENT


AND
MERGER SUB.




As a
material inducement for BCG and the BCG Shareholders 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 BCG regardless
of any investigation made or information obtained by BCG:




5.1         Organization,
Existence and Capital Stock.




(a)           Each
of Parent 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.  Parent is duly qualified to do business 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 where the failure to be so qualified would not have a material adverse
effect on Parent.


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(b)           The
authorized capital stock of Parent consists of 50,000,000 shares of Common
Stock, $.001 par value per share, 26,600,115 shares of which are validly issued,
outstanding, fully paid and non-assessable, and 10,000,000 shares of Preferred
Stock, none of which are issued or outstanding.  Parent’s Common Stock
has been duly and validly registered pursuant to Section 12(g) of the Exchange
Act, which registration is in full force and effect.  Merger Sub’s
authorized capital stock consists of One Thousand (1,000) shares of Common
Stock, par value $.001 per share (the “Merger Sub Common Stock”), all of which
shares are issued and registered in the name of Parent.  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 the sole stockholder of
Merger Sub to approve the Merger.




(c)           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 and restrictions of any kind,
other than restrictions under federal and state securities laws and restrictions
set forth in the Lock-Up Agreement.




(d)           Except
for (i) 599,339 options to purchase Parent Stock currently outstanding and (ii)
379,000 options to purchase Parent Stock reserved for issuance in connection
with Parent’s acquisition of Back Bay Technologies, 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.




5.2         Power
and Authority.  Subject to the satisfaction of the conditions
precedent set forth herein, each of Parent and Merger Sub has the requisite
corporate power to execute, deliver and perform this Agreement and the Related
Agreements and to consummate the transactions contemplated hereby and thereby,
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 and the Related Agreements, and the consummation of the Merger
contemplated hereby, have been approved by the Board of Directors of Merger Sub,
the Board of Directors of Parent and the stockholder of Merger Sub and no other
corporate proceedings on the part of Parent or 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 and
legally binding obligation of Parent and Merger Sub and is enforceable on each
of them 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)           The
execution and delivery of this Agreement and 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 or Merger Sub is a party,
by which either such party is bound, or to which any of Parent’s or Merger Sub’s
property is subject, and no consent or approval is required from any third party
for the Merger.




(c)           Neither
Parent nor Merger Sub is 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 or Merger
Sub.


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5.4         SEC
Filings.




(a)           Parent
has provided or made available to BCG and the BCG 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.  None of
Parent’s subsidiaries is required to file any form, reports or other documents
with the SEC.  No disclosure included in any of the Parent SEC Reports
included any statement that, when made or, if such Reports were subsequently
amended, when amended, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances in which such statements were made, not
misleading.




(b)           Each
of the consolidated financial statements (including, in each case, any related
notes thereto) contained in the Parent SEC Reports (the “Parent Financials”) (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 and cash flows for the periods indicated.




5.5         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         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.




5.7         Related
Party Transactions.  Except as disclosed in the Parent SEC Reports, no
director, officer or employee of Parent 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.




5.8         Brokers.  No
Person other than Bayme Capital Group will have, as a result of the transactions
contemplated by this Agreement, any valid right to, interest in or claim upon
the BCG Shareholders or the Surviving Corporation for any commission, fee or
other compensation as a finder or broker because or any act or omission by
Parent or its Affiliates.




5.9         Litigation
Claims.  There is no Claim pending or, to the knowledge of Parent or
Merger Sub, threatened that questions the validity of this Agreement or the
Related Agreements or any action taken or to be taken by Parent or Merger Sub 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.




ARTICLE
VI.  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION




6.1         Survival
of Representations.  All representations and warranties 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 (18) months following the Closing Date;
provided, however, that the representations and warranties contained in Sections
4.1 and 5.1 (Organization; Qualification and Capital Stock; Corporate Records),
Section 4.2 (Shareholder Power and Authorization; Ownership), Section 4.9 (Tax
Matters) and 4.12 (Employee Matters; Benefit Plans; ERISA) shall survive the
Closing and any investigations made by or on behalf of the relevant party until
expiration of the applicable statute of limitations.  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).  Notwithstanding the foregoing, the covenants and agreements
of the Parent and the BCG Shareholders made herein shall survive the Closing and
shall continue in full force and effect through the applicable period of
performance.  The right to indemnification or other remedy 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 execution and delivery of this Agreement or the Closing Date, with
respect to the accuracy or inaccuracy of any such representation or
warranty.


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6.2         Indemnification.




(a)           Subject
to the terms and conditions of this Article VI, the BCG Shareholders jointly and
severally shall indemnify, defend and hold harmless Parent and the Surviving
Corporation (and their respective officers, directors, employees, Affiliates,
successors or assigns) (collectively, the “Parent Indemnified Parties”), 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 a Parent Indemnified Party, directly or indirectly, by reason of
or resulting from (i) any failure of BCG to duly perform or observe any term,
provision, instrument, covenant or agreement to be performed or observed by it,
prior to the Closing, pursuant to this Agreement or any Related Agreement and/or
(ii) a breach of any representation, warranty, covenant or agreement of BCG or
any BCG Shareholder contained in or made pursuant to this Agreement or any of
the Related Agreements.  In the event that the BCG 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
based on the fair market value of a share of Parent Stock as reported on NASDAQ
or any other trading exchange or system on which shares of Parent Stock are then
traded or, if not so reported, as determined in good faith by the Board of
Directors of Parent) issued to them in the same proportion received as at the
time such indemnification becomes due.




(b)           Tax
Indemnification.  Each BCG Shareholder shall jointly and severally
indemnify the Parent Indemnified Parties and hold them harmless from and against
any Damages attributable to (i) all Taxes (or the non- payment thereof) of BCG
for all taxable periods ending on or before the Closing Date and the portion
through the end of the Closing Date for any taxable period that includes the
Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an
affiliated, consolidated, combined or unitary group of which BCG is or was a
member on or prior to the Closing Date, including pursuant to Treasury
Regulation 1.1502-6 or any analogous or similar state, local, or foreign law or
regulation, and (iii) any and all Taxes of any Person other than BCG, imposed on
BCG as a transferee or successor, by contract or pursuant to any law, rule, or
regulation, which Taxes relate to an event or transaction occurring on or before
the Closing; provided, however, that in the case of clauses (i), (ii), and (iii)
above, the BCG Shareholders shall be liable only to the extent that such Taxes
exceed the amount, if any, reserved for such Taxes (excluding any reserve for
deferred Taxes established to reflect timing differences between book and Tax
income) on the face of the Closing Financial Statements and taken into account
in determining the Purchase Price Adjustment.  The BCG Shareholders
shall reimburse the Parent Indemnified Parties for any Taxes of BCG which are
the responsibility of the BCG Shareholders pursuant to this Section 6.2(b)
within fifteen (15) business days after payment of such Taxes by the Parent
Indemnified Parties.




(c)           Straddle
Period.  In the case of any taxable period that includes, but does not
end on the Closing Date (a “Straddle Period”), the amount of any Taxes based on
or measured by income or receipts of BCG for the period ending on the Closing
Date shall be determined based on an interim closing of the books as of the
close of business on the Closing Date.  The amount of other Taxes of
BCG for a Straddle Period which relate to the period ending on the Closing Date
shall be deemed to be the amount of such Tax for the entire Straddle Period
multiplied by a fraction the numerator of which is the number of days in the
period ending on the Closing Date and the denominator of which is the number of
days in such Straddle Period.




(d)           Subject
to the terms and conditions of this Article VI, Parent shall indemnify, defend
and hold harmless the BCG Shareholders (and their respective heirs,
representatives and assigns) (collectively, the “BCG Indemnified Parties”) at
any time after consummation of the Closing, from and against all Damages
asserted against, resulting to, imposed upon or incurred by the BCG Indemnified
Parties, directly or indirectly, by reason of or resulting from: (i) any failure
of Parent or Merger Sub to duly perform or observe any term, provision,
instrument, covenant or agreement to be performed or observed by it prior to
Closing, pursuant to this Agreement or any Related Agreement; or (ii) a breach
of any representation, warranty, covenant or agreement of Parent or Merger Sub
contained in or made pursuant to this Agreement; (iii) any and all fees and
expenses of Bayme Capital Group; or (iv) any income taxes assessed against the
BCG Shareholders as a result of any Receivables outstanding at the
Closing.


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6.3         Conditions
of Indemnification.  The obligations and liabilities of Parent, on the
one hand, and the BCG Shareholders, on the other hand, as indemnifying parties
(each, an “Indemnifying Party”) to indemnify the BCG Indemnified Parties or the
Parent Indemnified Parties, 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.




ARTICLE
VII.  COVENANTS.




7.1         Public
Disclosures.  Parent and BCG 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 the BCG Shareholders and Parent, promptly upon execution and
delivery of this Agreement.




7.2         Confidentiality.  Parent
and BCG 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         Creation
of BCG Stock Option Plan.




(a)           At
the Effective Time, Parent shall reserve options to purchase 550,175 shares of
Parent Stock (each, a “Parent Option”) for employees of the Surviving
Corporation.


29


(b)           The
number of Parent Options reserved for employees of the Surviving Corporation
shall be increased by 0.20 Parent Option for each $1.00 that the actual EBITDA
generated by the Surviving Corporation during any Performance Period exceeds
$1,833,917, such increase to become effective within 30 days of the delivery to
the BCG Shareholders of the annual Performance Period Financial
Statements.




(c)           The
number of Parent Options reserved for executive employees of the Surviving
Corporation in the “alpha” pool shall be increased by 0.10 Parent Option for
each $1.00 that the actual EBITDA generated by the Surviving Corporation during
any Performance Period exceeds the EBITDA Target for such Performance Period,
such increase to become effective within 30 days of the delivery to the BCG
Shareholders of the annual Performance Period Financial Statements.




(d)           All
material terms and conditions of the Parent Options, including the expiration
dates and vesting schedules, shall be determined by the Management Committee,
subject to ratification by the Board of Directors of Parent.




7.4         William
Scott Seagrave Appointed to Management Committee.  Promptly after the
Closing, Parent will cause William Scott Seagrave to become a member of the
Management Committee, to serve at the pleasure of the Board of Directors of
Parent.




7.5         Performance
Period Financial Statements.




(a)         Quarterly
Reports.  Within 45 days after the end of each fiscal quarter of the
Surviving Corporation, Parent shall cause the Surviving Corporation to deliver
to the BCG 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 Performance Period Financial Statements”) shall (i) be
prepared in accordance with GAAP, (ii) set 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 Executive Officer
of the Surviving Corporation.




(b)         Annual
Reports.  Within 90 days after the end of each annual Performance
Period of the Surviving Corporation, Parent shall cause the Surviving
Corporation to deliver to the BCG Shareholders an 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 Performance Period Financial Statements”)
shall (i) be prepared in accordance with GAAP, (ii) set forth the EBITDA of the
Surviving Corporation for such Performance Period (including the figures used
and calculations made to determine EBITDA), (iii) be prepared on a basis
consistent with the Financial Statements, and (iv) be certified by the Chief
Executive Officer of the Surviving Corporation.




(c)          Access
Rights.  Following the Closing and through the expiration of the final
Performance Period, at reasonable times upon prior notice, Parent and the
Surviving Corporation shall afford the BCG Shareholders reasonable access to the
books and records of the Surviving Corporation, whether stored in print,
electronic or other medium, and any work papers generated therewith or in
connection with any Audit, to enable the BCG Shareholders to audit the
information presented in the Performance Period Financial
Statements.




(d)         Certain
Accounting Conventions.  Until the expiration of the third Performance
Period:




(i)           Parent
shall cause the Surviving Corporation to maintain a set of financial books and
record separate from and distinct from the financial books and records 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
will be determined in a manner consistent with the Financial Statements and
BCG’s historical accounting and financial practices to the extent not
inconsistent with GAAP.  The Surviving Corporation’s EBITDA during the
Performance Periods shall be calculated without including any expenses incurred
by the Surviving Corporation on management fees paid by the Surviving
Corporation to Parent.


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7.6         Accounting
Disputes.  Notwithstanding anything to the contrary in this Agreement,
if the BCG Shareholders or Parent have any dispute relating to the amount of
EBITDA reported on any Performance Period Financial Statement, then the BCG
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 BCG
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 BCG Shareholders (the
“Independent Accounting Firm”).  If Parent and the BCG 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 BCG
Shareholders will each select an accounting firm independent of Parent, Merger
Sub and the BCG Shareholders, and the Independent Accounting Firm will be
selected by the firms chosen by Parent and the BCG 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.  Any
expenses relating to the engagement of the Independent Accounting Firm will be
allocated evenly between Parent and the BCG Shareholders, provided, however,
that if the determination of the Independent Accounting Firm results in a
restatement of more or less than 10% of the EBITDA claimed by the party raising
the Disputed Amounts, then the other party shall pay all expenses related to the
engagement of the Independent Accounting Firm.




7.7         Audit;
Cooperation.  Following the Closing, at reasonable times and upon
reasonable prior notice, the BCG Shareholders jointly and severally shall
cooperate with Parent and the Surviving Corporation in connection with Parent’s
preparation of financial statements, and, if necessary, an audit (the “Audit”)
of the financial performance of BCG, 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, BCG personnel, BCG’s outside auditors and assisting Parent
in obtaining any required consent of such outside auditors in connection with
Parent’s reporting obligations under the United Stated securities
laws.




7.8         Key
Man Life Insurance.  The BCG Shareholders shall be responsible for
payment of all premiums applicable to $____________ key-man life insurance
policies on the life of each of the BCG Shareholders, such policies to be for
the benefit of the Surviving Corporation.




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 BCG):




(a)           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.




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 BCG and the BCG Shareholders 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 BCG and the BCG Shareholders that are not so
qualified shall be true in all material respects.




(b)           BCG
and the BCG Shareholders 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 them at or prior to the
Closing.


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(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, nor shall there be any effective injunction, writ,
preliminary restraining order or other order issued by a court of competent
jurisdiction, that        (i) restrains,
prohibits or materially delays the consummation of the transactions contemplated
hereby, (ii) could reasonably be expected to have a material adverse effect on
Parent’s ability to exercise control over or manage the Surviving Corporation or
any of its assets or business after the Closing or (iii) could reasonably be
expected to have a material adverse effect on the Business, BCG or the Surviving
Corporation.




(d)           BCG
and the BCG Shareholders 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,
except for those consents, approvals and authorizations set forth on Schedule
8.2(d) or where the failure to obtain such consent, approval or authorization
would not have a material adverse effect on the business of the Surviving
Corporation.




(e)           BCG
shall have delivered to Parent a certificate, dated the Closing Date, executed
by the Secretary of BCG, certifying as to (i) BCG’s articles of incorporation,
(ii) BCG’s by-laws, (iii) resolutions with respect to the transactions
contemplated by this Agreement adopted by BCG’s board of directors and
shareholders and attached to such certificate, and (iv) 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 BCG or the BCG Shareholders.




(f)           Each
of William Scott Seagrave and Mary Rosalie Seagrave shall have entered into an
employment agreement with the Surviving Corporation (collectively, the
“Employment Agreements”), substantially in the form of Exhibit B.




(g)           Each
BCG Shareholder shall have entered into a lock-up agreement with Parent
(collectively, the “Lock-up Agreements”), substantially in the form of Exhibit
C.




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




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




(j)           No
material adverse change with respect to BCG shall have occurred.




(k)           BCG
and the BCG Shareholders shall have executed and delivered to Parent the Side
Agreement, substantially in the form of Exhibit D (the “Side
Agreement”).




8.3         Conditions
to the Obligations of BCG.  The obligations of BCG 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 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, nor shall there be any effective injunction, writ,
preliminary restraining order or other order issued by a court of competent
jurisdiction, that (i) restrains or prohibits the consummation of the
transactions contemplated hereby or (ii) could reasonably be expected to have a
material adverse effect on the business of Parent or the Surviving
Corporation.


32


(d)           Parent
shall have delivered to BCG a certificate, dated the Closing Date, executed by
the Secretary of Parent, certifying as to (i) Parent’s certificate of
incorporation, (ii) Parent’s bylaws, (iii) resolutions with respect to the
transactions contemplated by this Agreement adopted by Parent’s Board of
Directors and attached to such certificate, and (iv) 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
Parent.




(e)           Merger
Sub shall have delivered to BCG a certificate, dated the Closing Date, executed
by the Secretary of Merger Sub, certifying as to (i) Merger Sub’s certificate of
incorporation, (ii) Merger Sub’s bylaws, (iii) resolutions with respect to the
transactions contemplated by this Agreement adopted by Merger Sub’s Board of
Directors and sole stockholder and attached to such certificate, and (iv)
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 Merger Sub.




(f)           Parent
or Merger Sub, as applicable, shall have entered into the Lock-Up Agreements and
the Employment Agreements.




(g)           Parent
shall have delivered to the BCG Shareholders the Initial Cash Payment and
certificates representing the Initial Stock Payment.




(h)           Parent
shall have delivered to BCG evidence that William Scott Seagrave has been
appointed to the Management Committee.




(i)           Parent
and Merger Sub shall have executed the Side Agreement.




ARTICLE
IX.  MISCELLANEOUS.




9.1         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 and overnight
courier or 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





with a
copy to:


Drinker,
Biddle & Reath, LLP


One Logan
Square, Suite 2000


18th and
Cherry Streets


Philadelphia,
PA  19103


Attention:  Stephen
T. Burdumy, Esq.





If to
BCG:


Brandywine
Computer Group, Inc.


5412
Courseview Drive, Suite 122


Mason,
OH  45040


33


If to the
BCG Shareholders:


William
Scott Seagrave and Mary Seagrave


5224
King’s Mill Road, Suite 215


Mason,
OH  45040





with a
copy to:


Taft,
Stettinius & Hollister LLP


425
Walnut Street Suite 1800


Cincinnatti,
OH  42502-3957


Attention:
Edward D. Diller





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.




9.2         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.




9.3         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.




9.4         Right
of Setoff.  Notwithstanding any provision hereof to the contrary,
Parent shall be entitled to set-off (i) any amounts due to Parent from the BCG
Shareholders (or any one or more of them) hereunder, whether by reason of
overpayment of the Merger Consideration or, indemnification under Article VI, or
otherwise, against (ii) amounts due from Parent to the BCG Shareholders (or any
one or more of them) hereunder.  Any set-off shall be applied against
amounts payable to the BCG Shareholders in the chronological order all amounts
of every kind payable to the BCG Shareholders are due until the set-off is
complete.  Notwithstanding any provision hereof to the contrary, upon
the occurrence of any event or existence of any condition which Parent
reasonably believes will result in a claim for indemnification under Article VI,
Parent may withhold from amounts otherwise due hereunder an amount equal to
Parent’s reasonable estimate of the amount of such claim until such time as the
actual amount of Parent’s indemnification claim, and right of set-off hereunder,
is determined.  Claims for indemnification for which Parent exercises
its right of set-off hereunder shall be submitted to binding arbitration in
Cincinnati, Ohio in accordance with the rules and regulations of the American
Arbitration Association.  The arbitrators will be selected by the
American Arbitration Association.  The determination of the
arbitrator(s) will be conclusive and binding upon the parties, and any
determination by the arbitrator(s) of any award may be filed with the clerk of a
court of competent jurisdiction as a final adjudication of the claim involved,
or application may be made to such court for judicial acceptance of the award
and an order of enforcement.  Each party will bear its own expenses
with respect to such arbitration.  Any amount withheld by Parent
pursuant to the set-off right under this Section 9.4 that the arbitrator(s)
determine was in excess of the amount that the BCG Shareholders were liable
under the indemnification claim brought to such arbitration shall be returned to
the BCG Shareholders together with interest on such excess amount accruing since
the time of set-off at an annual rate of 5%.




9.5         Integration
of Exhibits and Schedules.  All Exhibits and Schedules to this
Agreement are integral parts of this Agreement as if fully set forth
herein.




9.6         Entire
Agreement.  This Agreement, the Related Agreements, including all
Exhibits and Schedules attached hereto and thereto 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.  Without limiting the generality of
the foregoing, Parent shall bear all costs and expenses relating to Bayme
Capital Group.


34


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.




[Remainder
of Page Intentionally Left Blank]


35


IN
WITNESS WHEREOF, Parent, Merger Sub, BCG and the BCG 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 McCarthyName:
                        David
      McCarthyTitle:
                        Chief
      Executive OfficerPLANET
      ZANETT MERGER SUB BCG, INC.By:
                        /s/ Pierre-Georges RoyName:
      Pierre-Georges RoyTitle:
      Vice President & SecretaryBRANDYWINE
      COMPUTER GROUP, INC.By:
                        /s/ William Scott SeagraveName:
      William Scott SeagraveTitle:     
      PresidentBCG
      SHAREHOLDERS:By:
                        /s/ William Scott SeagraveWILLIAM
      SCOTT SEAGRAVEBy:
                        /s/ Mary Rosalie SeagraveMARY
      ROSALIE SEAGRAVE


36