Exhibit 2.7   Execution
Version   
  ASSET PURCHASE AGREEMENT   between:  CALIPER LIFE SCIENCES, INC.,a Delaware
corporation   and   DIONEX CORPORATION, a Delaware corporation   
  Dated as of November 10, 2008  
  
  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


ASSET PURCHASE AGREEMENT  THIS ASSET PURCHASE AGREEMENT is entered into as of November 10, 2008, by and between: Caliper
Life Sciences, Inc., a Delaware
corporation (the Seller); and Dionex Corporation,
a Delaware corporation (the Purchaser).  Certain capitalized terms used in this
Agreement are defined in Exhibit A.  RECITAL  The
Seller and the Purchaser wish to provide for the sale of the Transferred Assets
(as defined in Section 1.1) to the Purchaser and/or an Affiliate of the
Purchaser on the terms set forth in this Agreement.  AGREEMENT  The
parties to this Agreement, intending to be legally bound, agree as follows:  1.SALE OF TRANSFERRED ASSETS;
RELATED TRANSACTIONS.  1.1          Sale of Transferred Assets.  The
Seller shall cause to be sold, assigned, transferred, conveyed and delivered to
the Purchaser and/or (at the Purchasers discretion) an Affiliate of the
Purchaser, at the Closing (as defined in Section 1.7), the following
properties, rights, interests and tangible and intangible assets, existing as
of the date of this Agreement, whether owned by the Seller or any Affiliate of
the Seller and wherever held (including in a facility owned or occupied by the
Seller or any Affiliate of the Seller or in any Customer Facility) (the Transferred
Assets), on the terms and subject to the conditions set forth in this
Agreement:  (a)Proprietary
Assets: The trade secrets,
know-how, inventions, designs, drawings and other Intellectual Property and
Intellectual Property Rights that are used in or that relate to the AutoTrace
Offering, and all goodwill related to the AutoTrace Offering, that are
described on Schedule 1.1(a)(2) (the Intellectual Property,
Intellectual Property Rights and goodwill referred to in this Section 1.1(a),
being referred to in this Agreement as the Transferred IP).  (b)Inventory: All of the inventory (including demo
products, spare parts, raw materials, work in process and finished goods) that
relate to the AutoTrace Offering and identified on Schedule 1.1(b), (the
inventory referred to in this Section 1.1(b), being referred to in this
Agreement as the Transferred Inventory).  (c)Equipment: The test fixtures that relate to the
AutoTrace Offering identified on Schedule 1.1(c) (the equipment
referred to in this Section 1.1(c) being referred to in this Agreement
as the Transferred Equipment).  (d)Software.A worldwide, perpetual,
irrevocable, transferable, nonexclusive, fully-paid, royalty-free license to
the ZyOs Operating System and EasyLab programming language, as described in
Schedule 1.1(d) (collectively, the Software),
for use with the AutoTrace Offerings or any successor products to the AutoTrace
Offerings, and the Seller hereby grants to the Purchaser such license to
Software, with the right to sublicense, that allows the Purchaser to commercialize
and exploit the Software to fullest extent as if the Purchaser owned the
Software including, without limitation, the rights  Portions
of this Exhibit were omitted, as indicated by [***], and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  1


to: (i) access, support and maintain the
Software; (ii) create derivative works of the Software including updates,
upgrades, modifications, enhancements and customizations; (iii) compile
object code, if any, from the Software and derivative works thereof; (iv) link,
embed, combine and otherwise utilize the Software with other source and object
code (whether owned or licensed by the Purchaser) to createapplications; (v) directly and
indirectly license, sublicense and distribute the Software (and derivative
works thereof) and applications, either separately or with the AutoTrace
Offering; and (vi) copy, install and use the Software as necessary or
desirable to enjoy the foregoing rights. 
Seller shall provide to Purchaser the source code for the software,
including the listing of all known bugs and all build tools required to compile
the source into executables, and all application notes, user manuals and other
documentation.  Purchaser shall own all,
right, title and interest, including all intellectual property rights, in any
modifications or derivate works of the Software created by or for Purchaser.  (e)Contracts: Subject to the terms of the Transition
Services Agreement, all rights of the Seller or any Affiliate of the Seller
under  the Seller Contracts identified on
Schedule 1.1(e).  (f)Claims: All Claims
(including Claims for past infringement of Transferred IP) of the Seller or any Affiliate of the Seller against
other Persons relating to the Transferred Assets (regardless of whether or not
such Claims have been asserted by the Seller or any Affiliate of the Seller), and all rights of indemnity,
warranty rights, rights of contribution, rights to refunds, rights of
reimbursement and other rights of recovery possessed by the Seller or any Affiliate of the Seller (regardless
of whether such rights are currently exercisable) relating to the Transferred
Assets.  (g)Promotional
Materials, Records, Etc.:
All advertising and promotional materials, and all books (including log books),
records (including contact information, files and other data relating to the
customers of the AutoTrace Offering), files and data, in each case that are
used in or that relate to the AutoTrace Offering (the Transferred Books).  (h)Governmental
Authorization: Any
Governmental Authorizations held by the Seller or any Affiliate of the Seller
that are or were used in or that relate to the AutoTrace Offering.  Notwithstanding the foregoing, the parties agree
that neither the Seller nor any Affiliate of the Seller is selling, assigning,
transferring, conveying or delivering to the Purchaser or an Affiliate of the
Purchaser, and the Transferred Assets shall not include, any of the assets
specifically identified on Schedule 1.1A (collectively, the Excluded
Assets).  1.2          Agreements Relating to Transfer of Transferred Assets.  (a)At
the request of the Purchaser, any of the Transferred Assets that can be
transmitted in electronic format will be so transmitted to the Purchaser or an
Affiliate of the Purchaser promptly following the Closing  (b)Promptly
(and in any event no later than 30 days) after the Closing Date, the Seller
shall cause to be provided to the Purchaser or an Affiliate of the Purchaser
all materials and information (including the materials and information referred
to on Schedule 1.2(b)) that are used in or that relate to the Transferred
Assets, and shall take all other steps reasonably required to enable the  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  2


Purchaser or an Affiliate of
the Purchaser to obtain possession of and good and valid title to, and to exploit,
the Transferred Assets.  (c)Subject
to the terms of the Transition Services Agreement (defined below), the
following provisions shall apply with respect to the physical delivery of the
Transferred Inventory, Transferred Equipment and Transferred Books to the
Purchaser (the Tangible Transferred Assets):  (i)Until
otherwise notified by the Purchaser in writing, any and all Tangible
Transferred Assets (other than Transferred Inventory sold by the Seller to
customers of Seller in accordance with the Transition Services Agreement) shall
remain at the same location that such Tangible Transferred Assets were located
at as of the Closing Date, and subsequent delivery of the Tangible Transfer
Assets to the Purchaser shall be done in accordance with the Transition
Services Agreement; and  (ii)As soon as practicable after receipt of
written request from the Purchaser, the Seller shall cause the Tangible
Transferred Assets to be delivered to a location (or locations) designated by
the Purchaser in writing.  The Seller
shall bear the costs for relating to the delivery of such Tangible Transferred
Assets to the Purchaser.  (d)As
of the date of the termination of the Transition Services Agreement, the
Transferred Inventory and Transferred Equipment shall be free and clear from
any Encumbrances which have not been approved by Purchaser.  (e)           Seller will
deliver to Buyer prior to January 31, 2009, four hundred (400) pieces of
the 8749 microprocessor and Buyer will pay Seller the cost of such
microprocessor plus a 10% mark-up.  1.3          Purchase
Price.  (a)           Subject to Section 1.3(b) below, as consideration for the sale, assignment,
transfer, conveyance and delivery of the Transferred Assets pursuant to this
Agreement at the Closing, the Purchaser shall pay (or cause to be paid) to the
Seller (or to one or more Affiliates of the Seller), in cash, a total of
$5,000,000 by wire transfer of immediately available funds to one or more
account numbers provided to the Purchaser by the Seller prior to the Closing
(it being understood that if the Seller desires that any portion of the amount
specified in this Section 1.3 be paid to any Affiliate of the Seller, the
Seller shall provide the Purchaser with written instructions with respect
thereto prior to the Closing).  (b)           Within two weeks
following the Closing Date, the Seller shall deliver to the Purchaser a
certificate, signed by the Chief Financial Officer of the Seller, setting forth
the net book value of the Transferred Inventory, as determined in accordance
with U.S. generally accepted accounting principles, and if the aggregate net
book value of such Transferred Inventory is less than $600,000, the Seller
shall pay to the Purchaser, within three business days after the delivery of
such certificate, an amount equal to the amount by which the aggregate net book
value of the Transferred Inventory is less than $600,000.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  3


1.4          Assumption of Liabilities.  (a)Except
as set forth in Section 1.4(b), neither the Purchaser nor any Affiliate of
the Purchaser shall assume any Liabilities of the Seller or any Affiliate of
the Seller (whether or not related to the Transferred Assets), including
without limitation: (i) Tax Liabilities of the Seller or any Affiliate of
the Seller; (ii) any Liabilities of the Seller or any Affiliate of the
Seller relating to accounts payable, indebtedness, legal services, accounting
services, financial advisory services, investment banking services or other
professional services performed in connection with the sale of the Transferred
Assets; (iii) any wages, salaries, severance payments or other Liabilities
relating to any employee of the Seller or any Affiliate of the Seller; (iv) any
environmental Liabilities; (v) any Liabilities with respect to Contracts; (vii) any
Liabilities for product or design defects for AutoTrace Offerings manufactured
by Seller, or (viii) other Liabilities.  (b)Notwithstanding
Section 1.4(a), the Purchaser and/or (at the Purchasers discretion) an
Affiliate of the Purchaser shall assume the obligations of the Seller or, if
applicable, the applicable Affiliate of the Seller, under the Seller Contracts
identified on Schedule 1.4(b) (the Assumed Liabilities).  1.5          Sales Taxes.  The Seller shall bear and pay
(or cause one or more of its Subsidiaries to bear and pay), and shall reimburse
the Purchaser and the Purchasers Affiliates for (or cause one or more of its
Subsidiaries to reimburse the Purchaser and the Purchasers Affiliates for),
any sales taxes, value added taxes, use taxes, transfer taxes, documentary
charges, recording fees or similar taxes, charges or fees that may become
payable in connection with the sale of the Transferred Assets to the Purchaser
or in connection with any of the other Transactions.  The Purchaser shall deliver to the Seller a
sale for resale certificate with respect to the Transferred Inventory.  1.6          Allocation.  The consideration referred to
in Section 1.3 shall be allocated among the Transferred Assets in
accordance with a schedule (the Allocation Schedule) to be prepared by the
Purchaser (and delivered to the Seller) within 30 days following the Closing
Date (it being understood that such Allocation Schedule will be prepared in
compliance with Section 1060 of the Internal Revenue Code of 1986, as
amended (the Code) and the regulations promulgated thereunder).  The Seller shall have fifteen (15) days from its receipt of the
Allocation Schedule to notify the Purchaser, in writing, of detailed
explanations for any dispute.  If the
Seller does not provide such notice to the Purchaser, the Seller shall be
deemed to have accepted the Allocation Schedule as delivered by the
Purchaser.  If the Seller does provide
such notice, each of the Purchaser and the Seller shall negotiate in good faith
to resolve the dispute.  If the Purchaser
and the Seller are unable to resolve the dispute within 30 days following the
Purchasers receipt of the Sellers notice, the dispute shall be resolved by an
independent accounting firm, who shall be jointly appointed by, and whose fees
shall be jointly and equally paid by, the Purchaser and the Seller.  All parties shall prepare and file all
applicable Tax returns, including Internal Revenue Service Form 8594,
consistent with the finalized Allocation Schedule.  The Seller shall timely and properly prepare,
execute, file and deliver all documents, forms and other information the
Purchaser may reasonably request to prepare the Allocation Schedule.  Neither the Seller nor the Purchaser shall file (and shall not permit any of its
Affiliates to file) any Tax Return or other document with, or make any
statement or declaration to, any Governmental Body that is inconsistent with
such allocation.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  4


1.7          Closing.  Subject to the satisfaction or
waiver of the conditions set forth in Sections 4 and 5, the closing of the sale
of the Transferred Assets pursuant to this Agreement (the Closing)
shall take place at the offices of Purchaser upon the execution and delivery of
this Agreement by the parties hereto. 
For purposes of this Agreement, Closing Date shall mean the
date on which the Closing actually takes place.  2.REPRESENTATIONS AND WARRANTIES OF
THE SELLER.  The
Seller represents and warrants, to and for the benefit of the Indemnitees, as
follows:  2.1          Due Organization.  The Seller and each Affiliate
of the Seller that owns any Transferred Assets or is otherwise involved in the
AutoTrace Offering is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization.  2.2          Inventory.  The  Transferred Inventory is (and will as of the
Closing be) of such quality and quantity as to be usable and saleable in the
ordinary course of business and is free of any defect or deficiency, other than
any such defect or deficiency that would not impair the value of the
Transferred Inventory by more than $25,000.  2.3          Equipment; Fixed
Assets.  All of the Transferred Equipment: (i) is (and
will as of the Closing be) structurally sound, free of defects and deficiencies
and in good condition and repair (ordinary wear and tear excepted); and (ii) is
(and will as of the Closing be) adequate for the uses to which they are being
put.  2.4          Financial Statements; Customers.  (a)Part 2.4(a) of
the Disclosure Schedule sets forth an unaudited statement of revenue and cost
with respect to the Sellers manufacture, marketing and selling of the
AutoTrace Offering for the nine-month period ended September 30, 2008,
which was prepared in accordance with the assumptions set forth therein.  (b)Part 2.4(b) of
the Disclosure Schedule provides an accurate and complete breakdown of the
revenues received by the Seller and its Affiliates (based on revenues received
by the Seller and its Affiliates related to the AutoTrace Offering) from the
top 25 customers of the AutoTrace Offering in the fiscal year ended December 31,
2007 and from the top 19 customers of the AutoTrace Offering in the nine months
ended September 30, 2008.  Since September 30,
2008, neither the Seller nor any Affiliate of the Seller has received any
notice or other communication indicating that any customer of the AutoTrace
Offering intends or expects to cease dealing (or reduce the volume of business
below historical levels) with Seller with respect to the AutoTrace Offering or
terminate any Seller Contract relating to the AutoTrace Offering.  (c)The
relationship between the Seller and each Affiliate of the Seller, on the one
hand, and each sole source supplier and other material supplier to the
AutoTrace Offering, on the other hand, is good, and no event has occurred or
condition or circumstance exists that would (or could  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  5


reasonably be expected to)
(with or without notice or lapse of time) result in the deteriorating of such
relationship or such supplier ceasing to do business with respect to the
AutoTrace Offering.  2.5          Title to Transferred Assets. 
Except as set forth on Part 2.5 of the Disclosure Schedule, the Seller
(or the Affiliate of the Seller identified in Part 2.5 of the Disclosure
Schedule) owns, and has good and valid title to, all of the Transferred
Inventory and Transferred Equipment, free and clear of any Encumbrances.  2.6          Intellectual Property.  (a)Part 2.6(a) of
the Disclosure Schedule accurately identifies and describes:  (i)in
Part 2.6(a)(i) of the Disclosure Schedule: (A) each item of
Registered IP in which the Seller or any Affiliate of the Seller has or
purports to have an ownership interest of any nature (whether exclusively,
jointly with another Person or otherwise); (B) the jurisdiction in which
such item of Registered IP has been registered or filed and the applicable
registration or serial number; and (C) any other Person that has an ownership
interest in such item of Registered IP and the nature of such ownership
interest;  (ii)in
Part 2.6(a)(ii) of the Disclosure Schedule: (A) all Intellectual
Property Rights or Intellectual Property licensed to the Seller or any
Affiliate of the Seller relating to the AutoTrace Offering (other than any
non-customized software that: (1) is so licensed solely in executable or
object code form pursuant to a nonexclusive, internal use software license; (2) is
not incorporated into, or used directly in the development, manufacturing,
distribution, installation or support of, any of the AutoTrace Offerings; and (3) is
generally available on standard terms, for the same scope of use in which the
Seller (or its applicable Affiliate) utilizes such software); (B) the
corresponding Contract or Contracts pursuant to which such Intellectual
Property Rights or Intellectual Property is licensed to the Seller or any
Affiliate of the Seller; and (C) whether the license or licenses so
granted to the Seller or any Affiliate of the Seller are exclusive or
nonexclusive; and  (iii)in
Part 2.6(a)(iii) of the Disclosure Schedule: (A) each Contract
pursuant to which any Person has been granted any exclusive license under, or
otherwise has received or acquired any exclusive right (whether or not
currently exercisable) or interest in, any Transferred IP or any other Seller
IP; and (B) each other Contract pursuant to which any Person has been
granted any other license under, or otherwise has received or acquired any
other right (whether or not currently exercisable) or interest in, any
Transferred IP or any other Seller IP.  (b)[Intentionally
left blank]  (c)The
Seller (or the Affiliate of the Seller identified in Part 2.6(c) of
the Disclosure Schedule) exclusively owns all right, title and interest to and
in the Seller IP (other than Intellectual Property Rights or Intellectual
Property licensed to the Seller or a Affiliate of the Seller, as identified in Part 2.6(a)(ii) of
the Disclosure Schedule) free and clear of any Encumbrances (other than
licenses  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  6


granted pursuant to the
Contracts listed in Part 2.6(a)(iii) of the Disclosure
Schedule).  Without limiting the
generality of the foregoing:  (i)all
documents and instruments necessary to perfect the rights of the Seller or any
Affiliate of the Seller in the Seller IP have been validly executed, delivered
and filed in a timely manner with the appropriate Governmental Body;  (ii)each
Person who is or was an employee or independent contractor of the Seller or any
Affiliate of the Seller and who is or was involved in the creation or
development of any Seller IP has signed a valid and enforceable agreement
containing an irrevocable assignment of Intellectual Property Rights to the
Seller or the applicable Affiliate of the Seller and confidentiality provisions
protecting the Seller IP;  (iii)no
Seller Employee has any claim, right (whether or not currently exercisable) or
interest to or in any Seller IP;  (iv)no
funding, facilities or personnel of any Governmental Body were used, directly
or indirectly, to develop or create, in whole or in part, any Seller IP;  (v)to
the Knowledge of Seller, no employee or independent contractor of the Seller or
any Affiliate of the Seller (or any of their predecessors) is: (A) bound
by or otherwise subject to any Contract restricting him or her from performing
his or her duties for Seller or its applicable Subsidiary; or (B) in
breach of any Contract with any former employer or other Person concerning
Intellectual Property Rights or confidentiality as a result of his or her
employment, duties, or activities with or for Seller or its applicable
Subsidiary (or any of their predecessors);  (vi)the
Seller and each Affiliate of the Seller has taken all reasonable steps to
maintain the confidentiality of and otherwise protect and enforce its rights in
their proprietary information held by the Seller or any Affiliate of the
Seller, or purported to be held by the Seller or any Affiliate of the Seller,
as a trade secret relating to the AutoTrace Offering; and  (vii)neither
the Seller nor any Affiliate of the Seller is now or has ever been a member or
promoter of, or a contributor to, any industry standards body or similar
organization that could require or obligate the Seller to grant or offer to any
other Person any license or right to any Seller IP.  (d)All
Seller IP is valid, subsisting and enforceable. 
Without limiting the generality of the foregoing:  (i)No
trademark or trade name relating to the AutoTrace Offering owned, used, or
applied for by the Seller (or any Affiliate of the Seller) conflicts or
interferes with any trademark or trade name owned, used or applied for by any
other Person, and no event or circumstance has occurred or exists that has
resulted in, or could reasonably be expected to result in, the abandonment of
any trademark (whether registered or unregistered) relating to the AutoTrace
Offering owned, used or applied for by the Seller (or any Affiliate of the
Seller); and  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  7


(ii)each
item of Seller IP that is Registered IP is and at all times has been in
compliance with all Legal Requirements, and all filings, payments and other
actions required to be made or taken to maintain such item of Seller IP in full
force and effect have been made by the applicable deadline.  (e)The
Transferred IP constitutes all of the Intellectual Property Rights
necessary:  (i) to develop,
manufacture, market, distribute, sell, support and use the AutoTrace Offerings;
and (ii) to enable the Purchaser to manufacture, market and sell the
AutoTrace Offering in the manner in which Seller has manufactured, marketed and
sold the AutoTrace Offering prior to the date of this Agreement.  (f)Neither
the execution, delivery or performance of any of the Transactional Agreements
nor the consummation of any of the Transactions will, with or without notice or
the lapse of time, result in or give any other Person the right or option to
cause or declare: (i) a loss of, or Encumbrance on, any Seller IP; (ii) a
breach of any Contract listed or required to be listed in Part 2.6(a)(ii) of
the Disclosure Schedule; (iii) the release, disclosure or delivery of any
Seller IP by or to any escrow agent or other Person; or (iv) the grant,
assignment or transfer to any other Person of any license or other right or
interest under, to or in any of the Seller IP.  (g)To
the Knowledge of the Seller, no Person has infringed, misappropriated, or
otherwise violated, and no Person is currently infringing, misappropriating or
otherwise violating, any Seller IP. Part 2.6(g) of the Disclosure
Schedule accurately identifies (and the Seller has provided to the Purchaser a
complete and accurate copy of) each letter or other written or electronic
communication or correspondence that has been sent or otherwise delivered by or
to the Seller or any Affiliate of the Seller or any Representative of the
Seller or any Affiliate of the Seller regarding any actual, alleged or suspected
infringement or misappropriation of any Seller IP and provides a brief
description of the current status of the matter referred to in such letter,
communication or correspondence.  (h)None
of the Seller IP infringes or conflicts with, nor has any Seller IP ever
infringed or conflicted with any Intellectual Property Right of any other
Person. Without limiting the generality of the foregoing:  (i)no
AutoTrace Offering has ever infringed, misappropriated or otherwise violated
any patents, patent applications or Intellectual Property Right of any other
Person;  (ii)no
infringement, misappropriation or similar claim or Proceeding relating to the
AutoTrace Offering is pending or has been threatened against the Seller or any
Affiliate of the Seller or against any other Person who may be entitled to be
indemnified, defended, held harmless or reimbursed by the Seller or any
Affiliate of the Seller with respect to such claim or Proceeding;  (iii)neither
the Seller nor any Affiliate of the Seller has ever received any notice or
other communication relating to any actual, alleged or suspected infringement,
misappropriation or violation of any patents, patent applications or
Intellectual Property Right of another Person that relates to the AutoTrace
Offering; and  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  8


(iv)no
claim or Proceeding involving any patents, patent applications or Intellectual
Property or Intellectual Property Right licensed to the Seller or any Affiliate
of the Seller relating to the AutoTrace Offering is pending or, to the
Knowledge of the Seller, has been threatened, except for any such claim or
Proceeding that, if adversely determined, would not adversely affect: (A) the
use or exploitation of such Intellectual Property or Intellectual Property
Right by the Seller, any Affiliate of the Seller or the Purchaser; or (B) the
manufacturing, distribution or sale of any AutoTrace Offering by the Seller,
any Affiliate of the Seller or the Purchaser.  (i)The source code provided to Purchaser
pursuant to Section 1.1(d) is adequately documented so that a
programmer ordinarily skilled in the art can compile it into the object code
versions required for any AutoTrace Offering.  2.7          Contracts.  (a)Part 2.7(a) of
the Disclosure Schedule identifies each Seller Contract relating to the
AutoTrace Offering or the Transferred Assets (i) with any distributor who
has rights to purchase or otherwise distribute any AutoTrace Offering; (ii) with
any supplier of components used for the manufacture of the AutoTrace Offering, (iii) creating
any partnership, joint venture or similar Contract with respect to the
AutoTrace Offering; and (iv) which involves the acquisition, transfer,
use, development, sharing or license of any Intellectual Property or
Intellectual Property Right.  The Seller
has delivered to the Purchaser accurate and complete copies of all Seller
Contracts that constitute Transferred Assets and all other Contracts identified
in Part 2.7(a) of the Disclosure Schedule. Neither the Seller nor any
Affiliate of the Seller has any obligation or Liability with respect to any
Seller Contract that constitutes a Transferred Asset  except as specifically set forth in such
Seller Contract.  (b)With
respect to each of the Seller Contracts related to the AutoTrace Offering: (i) neither
the Seller nor any Affiliate of the Seller has (and, to the Knowledge of the
Seller, no other Person has) violated or breached, or declared or committed any
material default under, any such Contract; (ii) no event has occurred, and
no circumstance or condition exists, that might (with or without notice or
lapse of time) result in a material violation, breach or default by the Seller
or any Affiliate of the Seller (or, to the Knowledge of the Seller, by any
other Person) of or under any of the provisions of any such Contract;  (iii) neither the Seller nor any
Affiliate of the Seller has received any notice or other communication
regarding any actual or alleged violation or breach of, or default under, any
such Contract; and (iv) neither the Seller nor any Affiliate of the Seller
has waived any right under any such Contract.  (c)No
Person is renegotiating, or has the right to renegotiate, any amount paid or
payable to the Seller or any Affiliate of the Seller under any Seller Contract
related to the AutoTrace Offering or any other term or provision of any such
Seller Contract.  (d)All
services performed by the Seller or any Affiliate of the Seller, and all parts
and other products sold or otherwise made available by the Seller or any
Affiliate of the Seller, in each case in connection with the AutoTrace
Offering, have been performed, sold and made available in material compliance
with all warranties and other applicable requirements of all Contracts relating
to such services, parts or products. 
There are no pending or, to the Knowledge of the Seller, threatened
claims  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  9


against the Seller or any
Affiliate of the Seller relating to the performance by the Seller or any
Affiliate of the Seller of any services or the sale of any part or other
product, and, to the Knowledge of the Seller, there is no basis for any such
claim.  (e)The
Seller does not have any Knowledge of any basis upon which any party to any
Seller Contract related to the AutoTrace Offering may object to: (i) the
assignment to the Purchaser of any right under such Seller Contract; or (ii) the
delegation to or performance by the Purchaser of any obligation under such
Seller Contract.  2.8          Compliance with Legal Requirements. 
Except as set forth in Part 2.8 of the Disclosure Schedule, as
related to the AutoTrace Offering: (a) the Seller and each Affiliate of
the Seller is in material compliance with each Legal Requirement that is
applicable to it or to the conduct of its business or the ownership or use of
any of its assets; (b) the Seller and each Affiliate of the Seller has at
all times been in material compliance with each Legal Requirement that is or
was applicable to it or to the conduct of its business or the ownership or use
of any of its assets; (c) no event has occurred, and no condition or
circumstance exists, that might (with or without notice or lapse of time)
constitute or result in a violation by the Seller or any Affiliate of the
Seller of, or a failure on the part of the Seller or any Affiliate of the Seller
to comply with, any Legal Requirement; and (d) neither the Seller nor any
Affiliate of the Seller has received, at any time, any notice or other
communication from any Governmental Body or any other Person regarding any
actual or alleged violation of, or failure to comply with, any Legal
Requirement. Without limiting the generality of the foregoing, each of the
services performed by the Seller or any Affiliate of the Seller in connection
with the AutoTrace Offering: (i) complies (and at all times complied) in
all material respects with all applicable Legal Requirements relating to
product safety and other applicable Legal Requirements; and (ii) has been
certified by any appropriate Governmental Bodies.  2.9          Governmental Authorizations.  Part 2.9
of the Disclosure Schedule identifies, as related to the AutoTrace Offering: (a) each
Governmental Authorization that is held by the Seller or any Affiliate of the
Seller that is material to the manufacture, marketing or sale of the AutoTrace
Offering; and (b) each other Governmental Authorization that, to the
Knowledge of the Seller, is held by any employee of the Seller or any Affiliate
of the Seller and relates to or is useful in connection with the AutoTrace
Offering.  The Seller has delivered to
the Purchaser accurate and complete copies of all of the Governmental
Authorizations identified in Part 2.9 of the Disclosure Schedule,
including all renewals thereof and all amendments thereto.  Each Governmental Authorization identified or
required to be identified in Part 2.9 of the Disclosure Schedule is valid
and in full force and effect.  2.10        Proceedings; Orders. 
There is no pending Proceeding against or involving the Seller or any
Affiliate of the Seller, and, to the Knowledge of the Seller, no Person has threatened
to commence any Proceeding against or involving the Seller or any Affiliate of
the Seller: (a) that involves the AutoTrace Offering or that otherwise
relates to or might affect the AutoTrace Offering or any of the Transferred
Assets; or (b) that challenges, or that may have the effect of preventing,
delaying, making illegal or otherwise interfering with, any of the
Transactions. There is no Order relating to the AutoTrace Offering, or to which
any of the Transferred Assets is subject. 
To the Knowledge of the Seller, there is no proposed Order that, if
issued or otherwise put into effect: (i) may have an adverse effect on the
ability of Seller to manufacture, market or sell the AutoTrace Offering or on
the ability of the Seller or any Affiliate of the Seller to comply with or
perform any covenant or obligation under any of the Transactional  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  10


Agreements; or (ii) may
have the effect of preventing, delaying, making illegal or otherwise
interfering with any of the Transactions.  2.11        Employee and Labor Matters.  (a)To
the Knowledge of the Seller no AutoTrace Employee intends to terminate his
employment prior to January 31, 2009.  (b)There
has never been any slowdown, work stoppage, labor dispute or union organizing
activity, or any similar activity or dispute, affecting any of the AutoTrace
Employees, and no Person has threatened to commence any such slowdown, work
stoppage, labor dispute or union organizing activity or any similar activity or
dispute on or before January 31, 2009.  2.12        Tax Matters.  All
of the Tax Returns required to be filed by the Seller or any Affiliate of the
Seller prior to the date hereof that relate in whole or in part to the
AutoTrace Offering or the Transferred Assets have been filed and all such Tax
Returns are true, complete and correct. 
All Taxes required to be paid by the Seller or a Affiliate of the Seller
prior to the date hereof that relate in whole or in part to the AutoTrace
Offering or the Transferred Assets have been paid in full.  No statute of limitations has been extended
or waived by any Tax authority with respect to any Taxes or Tax Returns
referred to in the two preceding sentences. 
There are no outstanding Tax liens that have been filed by any Tax
authority against any of the Transferred Assets and no claims are being
asserted with respect to any Taxes related to any of the Transferred Assets,
and to the Knowledge of the Seller, there is no basis for any such claims.  There is no dispute or claim concerning any
liability for Taxes of the Seller or any Affiliate of the Seller relating to
the AutoTrace Offering or the Transferred Assets, and to the Knowledge of the
Seller, there is no basis for any such claim.  2.13        Authority; Binding Nature of Agreements.  The
Seller and each of its Affiliates has the absolute and unrestricted right,
power and authority to enter into and to perform its obligations under each of
the Transactional Agreements to which it is or may become a party; and the
execution, delivery and performance by the Seller and each of its Affiliates of
the Transactional Agreements to which it is or may become a party have been
duly authorized by all necessary action on the part of the Seller (or such
Subsidiary) and its board of directors. 
Neither the Seller nor any Affiliate of the Seller is required to obtain
the approval of its stockholders in connection with the execution, delivery and
performance of any of the Transactional Agreements.  This Agreement constitutes the legal, valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject to:  (a) laws
of general application relating to bankruptcy, insolvency and the relief of
debtors; and (b) general principles of equity.  Upon the execution by the Seller or any
Affiliate of the Seller of each other Transactional Agreement to which the
Seller or any Affiliate of the Seller is a party, such Transactional Agreement
will constitute the legal, valid and binding obligation of the Seller or such
Subsidiary, as the case may be, and will be enforceable against the Seller or
such Subsidiary, as the case may be, in accordance with its terms, subject to: (i) laws
of general application relating to bankruptcy, insolvency and the relief of
debtors; and (ii) general principles of equity.  2.14        Non-Contravention; Consents. 
Neither the execution and delivery by the Seller or any Affiliate of the
Seller of any of the Transactional Agreements, nor the consummation or performance
by  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  11


the Seller or any Affiliate
of the Seller of any of the Transactions, will (with or without notice or lapse
of time):  (a)contravene,
conflict with or result in a violation of: (i) any of the provisions of
the certificate of incorporation, bylaws or similar documents of the Seller or
any Affiliate of the Seller; or (ii) any resolution adopted by the
stockholders, board of directors or any committee of the board of directors of
the Seller or any Affiliate of the Seller;  (b)contravene,
conflict with or result in a violation of any Legal Requirement or any Order to
which the Seller or any Affiliate of the Seller, or any of the Transferred
Assets, is subject;  (c)result
in the imposition or creation of any Encumbrance upon or with respect to any
Transferred Asset; or  (d)contravene,
conflict with or result in a violation or breach of, or result in a default
under, any provision of any Contract to which the Seller or any Affiliate of
the Seller is a party or by which the Seller or any Affiliate of the Seller, or
any of the Transferred Assets, are bound.  Except as set forth in Part 2.14
of the Disclosure Schedule, neither the Seller nor any Affiliate of the Seller
is or will be required to make any filing with or give any notice to, or to
obtain any Consent from, any Person in connection with the execution and
delivery by the Seller or any Affiliate of the Seller of any of the
Transactional Agreements or the consummation or performance by the Seller or
any Affiliate of the Seller of any of the Transactions.  2.15        Sufficiency of Transferred Assets. 
Except as set forth in Part 2.15 of the Disclosure Schedule, the
Transferred Assets will collectively constitute, as of the Closing Date, all of
the properties, rights, interests and other tangible and intangible assets
necessary to enable the Purchaser to manufacture, market, sell and service
(including for warranty purposes) the AutoTrace Offering in the manner in which
the AutoTrace Offering has been manufactured, marketed, sold and serviced by
Seller prior to the date of this Agreement.  2.16        Full Disclosure. 
Neither this Agreement nor the Disclosure Schedule contains or will
contain any untrue statement of fact; and neither this Agreement nor the
Disclosure Schedule omits or will omit to state any fact necessary to make any
of the representations, warranties or other statements or information contained
therein not misleading.  All of the
information set forth in the Disclosure Schedule is accurate and complete in all
material respects.  2.17        Supply
Chain. Other than the 8749
microprocessor, Seller has not made any last time buys on any parts in its
supply chain related to or used by the Seller in the manufacture of the
AutoTrace Product. To the Knowledge of the Seller, there are no obsolescence
issues related to the supply chain that would affect Purchasers ability to
purchase parts for the next nine months necessary for Purchaser to manufacture
the AutoTrace Product.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  12


3.REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER.  The Purchaser represents and warrants, to and for
the benefit of the Seller, as follows:  3.1          Due Organization.  The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware.  3.2          Authority.The Purchaser has the absolute and
unrestricted right, power and authority to enter into and to perform its
obligations under each Transactional Agreement to which it is or may become a
party, and the execution and delivery by the Purchaser of each Transactional
Agreement to which the Purchaser is or may become a party have been duly
authorized by all necessary action on the part of the Purchaser.  3.3          Binding Nature of Agreements. This
Agreement constitutes the legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject
to:  (a) laws of general application
relating to bankruptcy, insolvency and the relief of debtors; and (b) general
principles of equity. Upon the execution by the Purchaser of each other
Transactional Agreement to which the Purchaser is a party, such Transactional
Agreement will constitute the legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms,
subject to:  (i) laws of general
application relating to bankruptcy, insolvency and the relief of debtors; and (ii) general
principles of equity.  3.4          Non-Contravention; Consents. 
Neither the execution and delivery by the Purchaser of any of the
Transactional Agreements, nor the consummation or performance by the Purchaser
of any of the Transactions, will (with or without notice or lapse of time):  (a)contravene,
conflict with or result in a violation of: 
(i) any of the provisions of the certificate of incorporation or
bylaws of the Purchaser; or (ii) any resolution adopted by the
stockholders, board of directors or any committee of the board of directors of
the Purchaser;  (b)contravene,
conflict with or result in a violation of any Legal Requirement or any Order to
which the Purchaser is subject; or  (c)contravene,
conflict with or result in a violation or breach of, or result in a default
under, any provision of any Contract to which the Purchaser is a party or by
which the Purchaser is bound.  The Purchaser is not and
will not be required to make any filing with or give any notice to, or to
obtain any Consent from, any Person in connection with the execution and
delivery by the Purchaser of any of the Transactional Agreements or the
consummation or performance by the Purchaser of any of the Transactions.  3.5          Financing.  The
Purchaser has, and will have as of the Closing, sufficient funds available toconsummate the transactions contemplated by, and perform its
obligations under, the Transactional Documents.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  13


4.CONDITIONS PRECEDENT TO THE
PURCHASERS OBLIGATION TO CLOSE.  The
Purchasers obligation to purchase the Transferred Assets and to take the other
actions required to be taken by the Purchaser at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by the Purchaser, in whole or in part, in writing):  4.1          Consents.  All Consents: (a) required
to be obtained from any Governmental Body in connection with the Transactions;
or (b) identified in Schedule 4.1, shall have been obtained and
shall be in full force and effect.  Any
waiting period under any applicable antitrust law or regulation or other Legal
Requirement shall have expired or been terminated.  4.2          Documents.  The Purchaser shall have
received the following documents, each of which shall be in full force and
effect:  (a)a
Transition Services Agreement, in substantially the form of Exhibit C
(the Transition Services Agreement), duly executed by the parties
thereto (other than the Purchaser);  (b)such
bills of sale, endorsements, assignments, business transfer agreements and
other documents as the Purchaser may in good faith determine to be necessary or
appropriate to assign, convey, transfer and deliver to the Purchaser or an
Affiliate of the Purchaser good and valid title to the Transferred Assets free
and clear of any Encumbrances;  (c)such
other documents as the Purchaser may request in good faith for the purpose
of evidencing the satisfaction of any condition set forth in this Section 4
or otherwise facilitating the consummation or performance of any of the
Transactions, and  (d)the
Seller Contracts on Schedule 1.1(e) shall be have been assigned or
consent to such assignment shall have been provided to Purchaser.  (e)           the Seller shall have provided Purchaser with access to
the documents on Schedule 4.2.  4.3          Termination of Contracts.  The
Seller shall have provided the Purchaser with evidence satisfactory to the
Purchaser as to the termination, with respect to the AutoTrace Offering, of the
Contracts identified on Schedule 4.3.  5.CONDITIONS PRECEDENT  TO THE SELLERS OBLIGATION TO CLOSE.  The
Sellers obligation to sell the Transferred Assets and to take the other
actions required to be taken by the Seller at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions:  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  14


5.1          Consents.  All Consents: (a) required
to be obtained from any Governmental Body in connection with the Transactions;
or (b) identified in Schedule 4.1, shall have been obtained and
shall be in full force and effect.  Any
waiting period under any applicable antitrust law or regulation or other Legal
Requirement shall have expired or been terminated.  5.2          Documents.  The Seller shall have received
the following documents, each of which shall be in full force and effect:  (a)the
Transition Services Agreement, in substantially the form of Exhibit C
duly executed by the parties thereto (other than the Seller);  (b)such
bills of sale, endorsements, assignments, business transfer agreements and
other documents as the Purchaser may in good faith determine to be necessary or
appropriate to assign, convey, transfer and deliver to the Purchaser or an
Affiliate of the Purchaser good and valid title to the Transferred Assets free
and clear of any Encumbrances; and  (c)such
other documents as the Seller may request in good faith for the purpose
of evidencing the satisfaction of any condition set forth in this Section 5
or otherwise facilitating the consummation or performance of any of the
Transactions.  6.INDEMNIFICATION, ETC.  6.1          Survival of Representations.  (a)Subject
to Section 6.1(c), the representations and warranties of each party to
this Agreement shall survive the Closing and the sale of the Transferred Assets
to the Purchaser.  (b)The
representations, warranties, covenants and obligations of the Seller, and the
rights and remedies that may be exercised by the Indemnitees, shall not be
limited or otherwise affected by or as a result of any information furnished
to, or any investigation made by or any knowledge of, any of the Indemnitees or
any of their Representatives.  (c)Subject
to Section 6.1(d), the representations and warranties set forth in Section 2
and 3 shall expire on the first anniversary of the Closing Date; provided, however, that if a Claim Notice (as defined below)
relating to any representation or warranty set forth in Section 2 is given
to the Seller on or prior to the first anniversary of the Closing Date, then,
notwithstanding anything to the contrary contained in this Section 6.1(c),
such representation or warranty shall not so expire, but rather shall remain in
full force and effect until such time as each and every claim (including any
indemnification claim asserted by any Indemnitee under Section 6.2) that
is based upon, or that relates to, any breach or alleged breach of such
representation or warranty has been fully and finally resolved.  The representations and warranties set forth
in Section 3 shall expire on the one year anniversary of the Closing Date.  (d)The
limitations set forth in Section 6.1(c) shall not apply in the case
of intentional misrepresentation or fraud.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  15


(e)For
purposes of this Agreement, a Claim Notice relating to a particular representation
or warranty shall be deemed to have been given if any Indemnitee, acting in
good faith, delivers to the Seller a written notice stating that such
Indemnitee believes that there is or has been a possible breach of such
representation or warranty and containing: (i) a brief description of the
circumstances supporting such Indemnitees belief that there is or has been
such a possible breach; and (ii) a non-binding, preliminary estimate of
the aggregate dollar amount of the actual and potential Damages that have
arisen and may arise as a result of such possible breach.  6.2          Indemnification by the Seller.  (a)The
Seller shall hold harmless and indemnify each of the Indemnitees from and
against, and shall compensate and reimburse each of the Indemnitees for, any
Damages that are suffered or incurred by any of the Indemnitees or to which any
of the Indemnitees may otherwise become subject at any time (regardless of
whether or not such Damages relate to any third-party claim) and that arise
from or as a result of, or are connected with:  (i)any
inaccuracy in or breach of any of the representations or warranties made by the
Seller in this Agreement as if such representation and warranty was made as of
the Closing Date;  (ii)any
breach of any covenant or obligation of the Seller contained in this Agreement;  (iii)any
Liability of the Seller or any Subsidiary of Seller (and any Claim against any
Indemnitee relating to any such Liability or otherwise relating to any
circumstance, condition or event that existed or occurred prior to the Closing
with respect to the AutoTrace Offering), other than the Assumed Liabilities;  (iv)without
limiting the generality of Section 6.2(a)(iii), any failure to comply with
any Legal Requirements relating to notification to or consultation with any
AutoTrace Employees in connection with the Transactions and any Liability with
respect to the termination of employment of any of the AutoTrace Employees;  (v)any
Liability to which the Purchaser or any of the other Indemnitees may become
subject and that arises from or relates to any failure to comply with any bulk
transfer law or similar Legal Requirement in connection with any of the
Transactions;  (vi)any
Proceeding relating to any breach, alleged breach, Liability or matter of the
type referred to in clause (i), (ii), (iii), (iv),or (v), above
(including any Proceeding commenced by any Indemnitee for the purpose of
enforcing any of its rights under this Section 6).  (b)Subject
to Section 6.2(d), the Seller shall not be required to make any
indemnification payment pursuant to Section 6.2(a)(i) for any breach
of the representations and warranties made by it in this Agreement until such
time as the total amount of all Damages (including the Damages  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  16


arising from such breach and
all other Damages arising from any other breaches of any representations or
warranties) that have been suffered or incurred by any one or more of the
Indemnitees, or to which any one or more of the Indemnitees has or have
otherwise become subject, exceeds $[***]. 
If the total amount of such Damages exceeds $[***], the Indemnitees
shall be entitled to be indemnified against and compensated and reimbursed for
the entire amount of such Damages, and not merely the portion of such Damages
exceeding $[***].  (c)Subject
to Section 6.2(d), the Sellers indemnification obligations pursuant to Section 6.2(a)(i) for
any breach of the representations and warranties made by Seller in this Agreement
to make indemnification payments to the Purchaser shall not exceed an amount
equal to $[***] (the Sellers Indemnification Cap).  The Sellers Indemnification Cap limitation
shall not apply to any Damages relating to a misrepresentation or breach of any
of the representations and warranties contained in Sections 2.5, 2.12 and 2.13.  (d)The
limitation on the obligations of the Seller that is set forth in
Sections 6.2(b) and 6.2(c) shall not apply in the case of
intentional misrepresentation or fraud. 
For the avoidance of doubt and without expanding the limitations
contained in Section 6.2(b), it is hereby clarified that the limitations
that are set forth in Sections 6.2(b) and 6.2(c) shall not apply in
the case of: (i) breaches of covenants or obligations; (ii) any
matter referred to in Section 6.2(a)(iii), 6.2(a)(iv), or 6.2(a)(v); or (iii) any
Proceeding of the type referred to in Section 6.2(a)(vi) (to the
extent that such Legal Proceeding relates to any of the matters referred to in
clauses (i) or (ii) of this sentence).  6.3          Defense of Third Party Claims.  In
the event of the assertion or commencement by any Person of any Proceeding
(whether against the Purchaser or against any other Person) with respect to
which any Indemnitee may be entitled to indemnification, compensation or
reimbursement pursuant to this Section 6, the Purchaser shall have the
right, at its election, to proceed with the defense (including settlement or
compromise) of such Proceeding on its own; provided, however,
that if the Purchaser settles or compromises any such Proceeding without the
consent of the Seller, such settlement or compromise shall not be conclusive
evidence of the amount of Damages incurred by the Indemnitee in connection with
such Proceeding (it being understood that if the Purchaser requests that the
Sellers consent to a settlement or compromise, the Seller shall act reasonably
in determining whether to provide such consent). The Purchaser shall give the
Seller prompt notice after it becomes aware of the commencement of any such
Proceeding against the Purchaser; provided, however,
any failure on the part of the Purchaser to so notify the Seller shall not
limit any of the obligations of the Seller, or any of the rights of any
Indemnitee, under this Section 6 (except to the extent such failure
materially prejudices the defense of such Proceeding).  If the Purchaser does not elect to proceed
with the defense of any such Proceeding, the Seller may proceed with the
defense of such Proceeding with counsel reasonably satisfactory to the
Purchaser; provided, however, that the Seller may
not settle or compromise any such Proceeding in any manner that has an ongoing
impact on the AutoTrace Offering without the prior written consent of the
Purchaser (which consent may not be unreasonably withheld).  7.EMPLOYEE MATTERS.  7.1          Responsibility for Employment Liabilities and Claims.  The
Seller (or the applicable Affiliate of the Seller) shall be fully responsible
for any and all Liabilities and Claims arising out of or  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  17


relating to: (a) the
employment or termination of employment by the Seller, any Affiliate of the
Seller or any ERISA Affiliate of any Seller Employee, and (b) each plan,
program, policy, practice or Contract, providing for employment, compensation,
deferred compensation, retirement benefits, severance, relocation,
repatriation, expatriation, termination pay, performance awards, equity or
equity-related awards (whether payable in stock, cash or other property),
fringe benefits or other benefits, including each employee benefit plan
within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (ERISA) which is or has been maintained,
contributed to, or required to be contributed to by the Seller or any affiliate
within the meaning of Section 414(b), (c), (m), or (o) of the Code
and the regulations thereunder (ERISA Affiliate) for the benefit of any
current or former AutoTrace Employees (the Liabilities referred to in clauses
(a) and (b) of this sentence being referred to collectively as the Retained
Employment Liabilities).  Retained
Employment Liabilities also shall include any Liabilities and Claims relating
to change in control agreements, accrued bonuses, stock options and other
equity-based awards (whether payable in stock, cash or other property), sale
bonuses and other retention arrangements established by the Seller, any
Affiliate of the Seller or any ERISA Affiliate regardless of whether such
Liabilities and Claims arise before, on or after the Closing Date.  7.2          WARN Act Compliance.  The
Seller shall retain full responsibility for compliance with those provisions of
the Workers Adjustment and Retraining Notification Act of 1988, as amended (WARN
Act) that are binding upon the Seller.  8.MISCELLANEOUS PROVISIONS.  8.1          Further Actions.  (a)From
and after the Closing Date, the Seller shall cooperate (and shall cause its
Affiliates to cooperate) with the Purchaser and the Purchasers Representatives,
and shall cause to be executed and delivered such documents and cause such
other actions to be taken as the Purchaser may reasonably request, for the
purpose of evidencing the Transactions and putting the Purchaser in possession
and control of all of the Transferred Assets. To the extent that the parties
hereto have been unable to obtain any Consent that the Purchaser reasonably
deems necessary to be obtained for the transfer to the Purchaser of any of the
Transferred Assets by the Closing Date, the Seller shall use its reasonable
efforts to obtain such Consent as promptly as practicable thereafter. Until
such Consent is obtained, the Seller shall cooperate (and shall cause its
Affiliates to cooperate), and shall use its reasonable efforts to cause its
(and its Affiliates) Representatives to cooperate, with the Purchaser in any
lawful arrangement designed to provide the Purchaser with the benefits of such
Transferred Assets at no cost to the Purchaser in excess of the cost the
Purchaser would have incurred (without modification to the terms of the
Contract) if the Consent had been obtained.  (b)After the Closing, if the Seller or any Affiliate of
the Seller receives any payment, refund or other amount that is a Transferred
Asset or is otherwise properly due and owing to the Purchaser, the Seller shall
promptly remit or shall cause to be remitted, such amount to the Purchaser.  (c)The
Seller hereby irrevocably nominates, constitutes and appoints the Purchaser as
the true and lawful attorney-in-fact of the Seller (with full power of
substitution) effective as of the Closing Date, and hereby authorizes the
Purchaser, in the name of and on behalf of the Seller, to execute,  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  18


deliver, acknowledge,
certify, file and record any document, to institute and prosecute any
Proceeding and to take any other action (on or at any time after the Closing
Date) that the Purchaser may deem appropriate for the purpose of: (i) collecting,
asserting, enforcing or perfecting any claim, right or interest of any kind
that is included in or relates to any of the Transferred Assets; (ii) defending
or compromising any claim or Proceeding relating to any of the Transferred
Assets; or (iii) otherwise carrying out or facilitating any of the
Transactions.  The power of attorney
referred to in the preceding sentence is and shall be coupled with an interest
and shall be irrevocable, and shall survive the dissolution or insolvency of
the Seller.  8.2          Continuing Access to Information.  After
the Closing Date, the Purchaser shall give the Seller and its Representatives
reasonable access during normal business hours to (and shall allow the Seller
and its Representatives to make copies of) any accounting books and records and
other financial data acquired by the Purchaser hereunder as may be necessary
for: (a) preparation of tax returns and financial statements which are the
responsibility of the Seller; (b) management and handling of any tax
audits and tax disputes; and (c) complying with any audit request,
subpoena or other investigative demand by any Governmental Body or for any
civil litigation, or for any other reasonable purpose.  After the Closing Date, the Seller shall give
(and shall cause its Affiliates to give) the Purchaser and its Representatives
reasonable access during normal business hours to (and shall allow the
Purchaser and its Representatives to make copies of) any books and records
relating to the Transferred Assets. 
Following the Closing, the Seller shall make its Representatives (and
the Representatives of its Affiliates) available to the Purchaser at reasonable
times to answer questions related to the Transferred Assets and the AutoTrace
Offering.  8.3          Publicity.  The Seller shall ensure that,
on and at all times after the date of this Agreement: (a) no press release
or other publicity concerning any of the Transactions is issued or otherwise
disseminated (and no other disclosure regarding any of the Transactions is made
to any supplier, customer, employee or other Person) by or on behalf of the
Seller or any Affiliate of the Seller without the Purchasers prior written
consent, which shall not be unreasonably withheld or delayed; provided, however, that (i) Purchaser acknowledges that
Seller may disclose the existence and terms of this Agreement, and file a copy
of this Agreement with the Securities and Exchange Commission, in order for
Seller to comply with applicable securities law disclosure requirements; and (ii) neither the Seller nor any
Affiliate of the Seller shall be required to obtain the consent of the
Purchaser with respect to any disclosure relating to the Transactions if (and
only to the extent that) such disclosure is not more expansive than or
inconsistent with prior public disclosures made by the Seller or any Affiliate
of the Seller in accordance with this Section 8.3
or made by the Purchaser; and (b) the Seller (and each of its
Affiliates) keeps strictly confidential, and the Seller (and each of its
Affiliates) does not use or disclose to any other Person, any non-public
document or other information that relates to the AutoTrace Offering.  8.4          Noncompetition.  (a)During
the two-year period commencing on the Closing Date, the Seller shall not (and
the Seller shall use all commercially reasonable efforts to ensure that its
Affiliates do not): (a) directly or indirectly, personally or through
others, interfere or attempt to interfere with the relationship of the
Purchaser or any Subsidiary or other Affiliate of the Purchaser with any Person
that is (or that is expected to become) a customer of the AutoTrace Offering on
or prior to the Closing Date; (b) engage  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  19


directly or indirectly in
Competition anywhere in the world; or (c) directly or indirectly be or
become an officer, director, stockholder, owner, co-owner, Affiliate, partner,
promoter, employee, agent, representative, designer, consultant, advisor,
manager, licensor, sublicensor, licensee or sublicensee of, for or to, or
otherwise be or become associated with, any Person that engages directly or
indirectly in Competition anywhere in the world, provided,
however, that the Seller and its Affiliates may, without violating
this Section 8.4, own, as a passive investment, shares of capital stock of
a publicly-held corporation that engages in Competition if: (i) such
shares are actively traded on an established national securities market in the
United States; (ii) the number of shares of such corporations capital
stock that are owned beneficially (directly or indirectly) by the Seller and
the number of shares of such corporations capital stock that are owned
beneficially (directly or indirectly) by the Sellers Affiliates collectively
represent less than one percent of the total number of shares of such
corporations capital stock outstanding; and (iii) neither the Seller nor
any Affiliate of the Seller is otherwise associated directly or indirectly with
such corporation or with any Affiliate of such corporation.  (b)For
purposes of this Section 8.4: a Person shall be deemed to be engaged in Competition
if such Person or any of such Persons Affiliates is engaged directly or
indirectly in: (A) providing, performing, offering, designing, developing,
manufacturing, assembling, promoting, selling, supplying, distributing,
reselling, installing, supporting, leasing or subleasing any AutoTrace
Offering; or (B) any other business or activity that competes in any
respect (other than an immaterial respect) with any aspect of the AutoTrace
Offering.  Notwithstanding anything in
this Section 8.4 to the contrary, activities in accordance with the terms
of the Transition Services Agreement shall not be deemed to be Competition or
to otherwise violate the terms of this Section 8.4.  8.5          Fees and Expenses.  (a)The
Seller shall bear and pay all fees, costs and expenses that have been incurred
or that are in the future incurred by, on behalf of or for the benefit of, the
Seller or any Affiliate of the Seller in connection with: (i) the negotiation,
preparation and review of any term sheet or similar document relating to any of
the Transactions; (ii) the negotiation, preparation and review of this
Agreement (including the Disclosure Schedule), the other Transactional
Agreements and all bills of sale, assignments, certificates, opinions and other
instruments and documents delivered or to be delivered in connection with the
Transactions; (iii) the preparation and submission of any filing or notice
required to be made or given in connection with any of the Transactions, and
the obtaining of any Consent required to be obtained in connection with any of
the Transactions; and (iv) the consummation and performance of the
Transactions.  (b)Subject
to the provisions of Section 6 (including the indemnification and other
obligations of the Seller thereunder), the Purchaser shall bear and pay all
fees, costs and expenses that have been incurred or that are in the future
incurred by, or on behalf or for the benefit of, the Purchaser in connection
with: (i) the negotiation, preparation and review of any term sheet or
similar document relating to any of the Transactions; (ii) the
negotiation, preparation and review of this Agreement, the other Transactional
Agreements and all bills of sale, assignments, certificates, opinions and other
instruments and documents delivered or to be delivered in connection with the
Transactions; and (iii) the consummation and performance of the
Transactions.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  20


8.6          Notices.  Any notice or other
communication required or permitted to be delivered to any party under this
Agreement shall be in writing and shall be deemed properly delivered, given and
received: (a) when delivered by hand; (b) the first business day after
sent by registered mail, by overnight courier or by express delivery service; (c) if
sent by facsimile transmission before 5:00 p.m. in California, when
transmitted and receipt is confirmed; (d) if sent by facsimile
transmission after 5:00 p.m. in California and receipt is confirmed, on
the following business day, in any case to the address or facsimile telephone
number set forth beneath the name of such party below (or to such other address
or facsimile telephone number as such party shall have specified in a written
notice given to the other parties hereto):  if to the Seller:  Caliper Life Sciences, Inc. 850 Marina Village Parkway Alameda, CA 94501-1038 Attention:
Stephen Creager Facsimile:
(510) 291-6136  if to the Purchaser:  Dionex
Corporation 1228 Titan Way Sunnyvale, CA 94085 Attention: Gina Christopher Facsimile: (408) 481-4104  8.7          Headings.  The bold-faced headings
contained in this Agreement are for convenience of reference only, shall not be
deemed to be a part of this Agreement and shall not be referred to in
connection with the construction or interpretation of this Agreement.  8.8          Counterparts and Exchanges by Electronic Transmission or
Facsimile.  This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement. The exchange of a fully
executed Agreement (in counterparts or otherwise) by electronic transmission or
facsimile shall be sufficient to bind the parties to the terms and conditions
of this Agreement.  8.9          Governing Law; Venue.  (a)This
Agreement shall be construed in accordance with, and governed in all respects
by, the internal laws of the State of California (without giving effect to
principles of conflicts of laws).  (b)Except
as otherwise provided in this Agreement, or in Section 8.9(c), any
Proceeding relating to this Agreement or the enforcement of any provision of
this Agreement shall be  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  21


brought or otherwise
commenced in any state or federal court located in the County of Santa Clara,
California.  Each party to this
Agreement:  (i)expressly
and irrevocably consents and submits to the jurisdiction of each state and
federal court located in the County of Santa Clara, California (and each
appellate court located in the State of California) in connection with any such
Proceeding;  (ii)agrees
that each state and federal court located in the County of Santa Clara,
California shall be deemed to be a convenient forum; and  (iii)agrees
not to assert (by way of motion, as a defense or otherwise), in any such
Proceeding commenced in any state or federal court located in the County of
Santa Clara, California, any claim that such party is not subject personally to
the jurisdiction of such court, that such Proceeding has been brought in an
inconvenient forum, that the venue of such proceeding is improper or that this
Agreement or the subject matter of this Agreement may not be enforced in or by
such court.  (c)Notwithstanding
anything to the contrary contained in this Agreement, any claim for
indemnification, compensation or reimbursement pursuant to Section 6 and
any claim for a monetary remedy (such as in the case of a claim based on fraud)
relating to this Agreement or the Transactions after the Closing shall be
brought and resolved exclusively in accordance with Schedule 6.10(c); provided, however, that nothing in this Section 8.9(c) shall
prevent the Seller or the Purchaser from seeking preliminary injunctive relief
from a court of competent jurisdiction.  (d)Nothing
in this Section 8.9 shall be deemed to limit or otherwise affect the right
of any Indemnitee to commence any Proceeding against the Seller in any forum or
jurisdiction.  8.10        Successors and Assigns; Parties in
Interest.  (a)This
Agreement shall be binding upon:  the
Seller and its successors and assigns (if any); and the Purchaser and its
successors and assigns (if any).  This
Agreement shall inure to the benefit of: the Seller; the Purchaser; the other
Indemnitees; and the respective successors and assigns (if any) of the
foregoing.  (b)The
Purchaser may freely assign any or all of its rights under Section 6, in
whole or in part, to any Affiliate of the Purchaser without obtaining the
consent or approval of the Seller. The Seller shall not be permitted to assign
any of its rights or delegate any of its obligations under this Agreement
without the Purchasers prior written consent.  (c)Except
for the provisions of Section 6 hereof, none of the provisions of this
Agreement is intended to provide any rights or remedies to any Person other
than the parties to this Agreement and their respective successors and assigns
(if any). Without limiting the generality of the foregoing: (i) no
employee of the Seller shall have any rights under this Agreement or under any
of the other Transactional Agreements or otherwise; and (ii) no creditor
of the Seller shall have any rights under this Agreement or any of the other
Transactional Agreements.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  22


8.11        Remedies Cumulative; Specific
Performance.  The rights and remedies of the parties hereto
shall be cumulative (and not alternative). Each party agrees that: (a) in
the event of any breach or threatened breach by the other party of any
covenant, obligation or other provision set forth in this Agreement, such party
shall be entitled (in addition to any other remedy that may be available to it)
to:  (i) a decree or order of
specific performance or mandamus to enforce the observance and performance of
such covenant, obligation or other provision; and (ii) an injunction
restraining such breach or threatened breach; and (b) no Person shall be
required to provide any bond or other security in connection with any such
decree, order or injunction or in connection with any related Proceeding.  8.12        Waiver.  No
failure on the part of any Person to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Person in exercising
any power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial
exercise of any such power, right, privilege or remedy shall preclude any other
or further exercise thereof or of any other power, right, privilege or
remedy.  No Person shall be deemed to
have waived any claim arising out of this Agreement, or any power, right,
privilege or remedy under this Agreement, unless the waiver of such claim,
power, right, privilege or remedy is expressly set forth in a written
instrument duly executed and delivered on behalf of such Person; and any such
waiver shall not be applicable or have any effect except in the specific
instance in which it is given.  8.13        Amendments.  This
Agreement may not be amended, modified, altered or supplemented other than by
means of a written instrument duly executed and delivered on behalf of the
Purchaser and the Seller.  8.14        Severability.  In
the event that any provision of this Agreement, or the application of any such
provision to any Person or set of circumstances, shall be determined to be
invalid, unlawful, void or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to Persons or circumstances
other than those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall continue
to be valid and enforceable to the fullest extent permitted by law.  8.15        Entire Agreement.  The
Transactional Agreements set forth the entire understanding of the parties
relating to the subject matter thereof and supersede all prior agreements and
understandings among or between any of the parties relating to the subject
matter thereof.  8.16        Disclosure Schedule.  The
Disclosure Schedule shall be arranged in separate parts corresponding to the
numbered and lettered sections contained herein permitting such disclosure, and
the information disclosed in any numbered or lettered part shall be deemed made
in any of the other sections of Disclosure Schedule to which the relevance of
such disclosure is reasonably apparent from the text of such disclosure.  Nothing contained in the Disclosure Schedule
is intended to broaden the scope of any representation or warranty contained in
this Agreement.  8.17        Construction.  (a)For
purposes of this Agreement, whenever the context requires:  the singular number shall include the plural,
and vice versa; the masculine gender shall include the feminine and  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  23


neuter genders; the feminine
gender shall include the masculine and neuter genders; and the neuter gender
shall include the masculine and feminine genders.  (b)The
parties hereto agree that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied
in the construction or interpretation of this Agreement.  (c)As
used in this Agreement, the words include and including, and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be
deemed to be followed by the words without limitation.  (d)Except
as otherwise indicated, all references in this Agreement to Sections and
Exhibits are intended to refer to Sections of this Agreement and Exhibits to
this Agreement.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  24


The
parties to this Agreement have caused this Agreement to be executed and
delivered as of the date first written above.   CALIPER LIFE SCIENCES,
  INC.,a Delaware corporationBy:Name:Title:DIONEX CORPORATION,a Delaware corporationBy:Name:Title:  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  25


CONFIDENTIAL TREATMENT REQUESTED  LIST OF
EXHIBITS  Exhibit A
  -
  Certain DefinitionsExhibit B
  -
  Form of Transition Services AgreementLIST
  OF SCHEDULESSchedule 1.1(a)(1)
  -
  AutoTrace ProductsSchedule 1.1(a)(2)
  -
  Transferred IPSchedule 1.1(b)
  -
  Transferred InventorySchedule 1.1(c)
  -
  Transferred EquipmentSchedule 1.1(d)
  -
  ZyOS and EasyLab SoftwareSchedule 1.1(e)
  -
  Seller ContractsSchedule 1.1A
  -
  Excluded AssetsSchedule 1.2(b)
  -
  Material and Information for Transferred AssetsSchedule 1.4(b)
  -
  Assumed LiabilitiesSchedule 2.4(a)
  -
  Statement of Revenue and CostsSchedule 2.4(b)
  -
  Top 25 Customer RevenuesSchedule 2.5
  -
  EncumbrancesSchedule 2.6(a)(i)
  -
  Registered IPSchedule 2.6(a)(ii)
  -
  Intellectual Property Rights and Intellectual
  PropertySchedule 2.6(a)(iii)
  -
  LicensesSchedule 2.6(c)
  -
  Seller IPSchedule 2.6(g)
  -
  InfringementSchedule 2.7(a)
  -
  Seller ContractsSchedule 2.8
  -
  Compliance  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  i


Schedule 2.9
  -
  Governmental AuthorizationSchedule 2.14
  -
  ConsentsSchedule 2.15
  -
  Sufficiency of Transferred AssetsSchedule 4.1
  -
  ConsentsSchedule 4.2
  
  Closing Diligence ItemsSchedule 4.3
  -
  Contracts to be TerminatedSchedule 8.10(c)
  -
  Dispute Resolution Procedures  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  ii


EXHIBIT A  CERTAIN DEFINITIONS  For
purposes of the Agreement (including this Exhibit A):  Affiliate.  Affiliate shall mean, with respect to any
Person, any other Person that as of the date of the Agreement or as of any
subsequent date, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with such specified
Person.  Agreement.  Agreement shall mean the Asset Purchase
Agreement to which this Exhibit A is attached (including the
Disclosure Schedule), as it may be amended from time to time.  AutoTrace Employee.  AutoTrace Employee shall mean
any employee of the Seller or any Affiliate of the Seller whom Seller has
identified as exclusively performing services, or exclusively having
responsibilities, with respect to the AutoTrace Product.  AutoTrace Offering.AutoTrace Offering shall mean each service
or product developed, marketed, sold, offered or supported by or on behalf of
the Seller or any Affiliate of the Seller relating to the AutoTrace Product at
any time and any service or product relating to the AutoTrace Product currently
under development by the Seller or any Affiliate of the Seller.  AutoTrace Product.AutoTrace
Product shall mean Sellers instrument for water sample clean-up by solid
phase extraction prior to the analysis of such sample for contaminants, which
presently sells under the trademark AutoTrace, as further described on
Schedule 1.1(a)(1).  Claim.Claim shall mean and include all past,
present and future disputes, claims, controversies, demands, rights,
obligations, liabilities, actions and causes of action of every kind and
nature, including:  (a) any unknown,
unsuspected or undisclosed claim; and (b) any claim, right or cause of
action based upon any breach of any express, implied, oral or written contract
or agreement.  Consent.  Consent shall mean any approval, consent,
ratification, permission, waiver or authorization (including any Governmental
Authorization).  Contract.  Contract shall mean any written, oral,
implied or other agreement, contract, understanding, arrangement, instrument,
note, guaranty, indemnity, representation, warranty, deed, assignment, power of
attorney, certificate, purchase order, work order, insurance policy, benefit
plan, commitment, covenant, assurance or undertaking of any nature.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  iii


Customer Facility. 
Customer Facility shall mean any facility owned by a customer of the
Seller or any Affiliate of the Seller, in which an AutoTrace Employee provides
services on a regular basis to such customer, including the following
facilities: Massachusetts.  Damages. 
Damages shall include any loss, damage, injury, decline in value,
Liability, Claim, settlement, judgment, award, fine, penalty, Tax, fee
(including any legal fee, expert fee, accounting fee or advisory fee), charge,
cost (including any cost of investigation) or expense of any nature.  Disclosure Schedule.  Disclosure Schedule shall
mean the schedule (dated as of the date of the Agreement) delivered to the
Purchaser on behalf of the Seller.  Encumbrance.  Encumbrance shall mean any lien, pledge,
hypothecation, charge, mortgage, security interest, encumbrance, equity, trust,
equitable interest, claim, preference, right of possession, lease, tenancy,
license, encroachment, covenant, infringement, interference, Order, proxy,
option, right of first refusal, preemptive right, community property interest,
legend, defect, impediment, exception, reservation, limitation, impairment,
imperfection of title, condition or restriction of any nature (including any
restriction on the transfer of any asset, any restriction on the receipt of any
income derived from any asset, any restriction on the use of any asset and any restriction
on the possession, exercise or transfer of any other attribute of ownership of
any asset).  Entity.  Entity shall mean any corporation
(including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,
cooperative, foundation, society, political party, union, company (including
any limited liability company or joint stock company), firm or other
enterprise, association, organization or entity.  Governmental Authorization.  Governmental Authorization
shall mean any: (a) permit, license, certificate, franchise, concession,
approval, consent, ratification, permission, clearance, confirmation,
endorsement, waiver, certification, designation, rating, registration,
qualification or authorization issued, granted, given or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement; or (b) right under any Contract with any Governmental
Body.  Governmental Body.  Governmental Body shall mean
any: (a) nation, principality, state, commonwealth, province, territory,
county, municipality, district or other jurisdiction of any nature; (b) federal,
state, local, municipal, foreign or other government; (c) governmental or
quasi-governmental authority of any nature (including any governmental
division, subdivision, department, agency, bureau, branch, office, commission,
council, board, instrumentality, officer, official, representative,
organization, unit, body or Entity and any court or other tribunal); (d) multi-national
organization or body; or (e) individual, Entity or body exercising, or
entitled to exercise, any executive, legislative, judicial, administrative,
regulatory, police, military or taxing authority or power of any nature.  Indemnitees.  Indemnitees shall mean the following
Persons: (a) the Purchaser; (b) the Purchasers current and future
Affiliates; (c) the respective Representatives of the Persons referred to
in clauses (a) and (b) above; and (d) the respective successors and
assigns of the Persons referred to in clauses (a), (b) and (c) above.  Intellectual Property. 
Intellectual Property shall mean algorithms, apparatus, databases,
data collections, diagrams, formulae, inventions (whether or not patentable),
know-how, logos, marks  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  iv


(including
brand names, product names, logos, and slogans), methods and processes
(including manufacturing methods, training methods and materials and similar
methods and processes), proprietary information, protocols, recipes,
schematics, specifications, software, techniques, URLs, web sites, works of
authorship and other forms of technology (whether or not embodied in any
tangible form and including all tangible embodiments of the foregoing, such as
instruction manuals, laboratory notebooks, prototypes, samples, studies and
summaries).  Intellectual Property Rights. 
Intellectual Property Rights shall mean all rights of the following
types, which may exist or be created under the laws of any jurisdiction in the
world: (a) rights associated with works of authorship, including exclusive
exploitation rights, copyrights, moral rights and mask works; (b) trademark
and trade name rights and similar rights; (c) trade secret rights; (d) other
proprietary rights in Intellectual Property; and (e) rights in or relating
to registrations, renewals, extensions, combinations, divisions, and reissues
of, and applications for, any of the rights referred to in clauses (a) through
(d) above.  Knowledge.  Information shall be deemed to be known to or
to the Knowledge of the Seller if that information is actually known,
reasonably should be known or reasonably could be expected to be discovered in
the course of conducting a reasonable investigation concerning the existence of
such fact or other matter by any officer of the Seller or any Affiliate of the
Seller  Legal Requirement.  Legal Requirement shall mean
any federal, state, local, municipal, foreign or other law, statute,
legislation, constitution, principle of common law, resolution, ordinance,
code, edict, decree, proclamation, treaty, convention, rule, regulation,
ruling, directive, pronouncement, requirement, specification, determination,
decision, opinion or interpretation issued, enacted, adopted, passed, approved,
promulgated, made, implemented or otherwise put into effect by or under the
authority of any Governmental Body.  Liability.  Liability shall mean any debt, obligation,
duty or liability of any nature (including any unknown, undisclosed, unmatured,
unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious,
derivative, joint, several or secondary liability), regardless of whether such
debt, obligation, duty or liability would be required to be disclosed on a
balance sheet prepared in accordance with generally accepted accounting
principles and regardless of whether such debt, obligation, duty or liability
is immediately due and payable.  Order.  Order shall mean any: (a) order,
judgment, injunction, edict, decree, ruling, pronouncement, determination,
decision, opinion, verdict, sentence, subpoena, writ or award issued, made,
entered, rendered or otherwise put into effect by or under the authority of any
court, administrative agency or other Governmental Body or any arbitrator or
arbitration panel; or (b) Contract with any Governmental Body entered into
in connection with any Proceeding.  Person.  Person shall mean any individual, Entity or
Governmental Body.  Proceeding.  Proceeding shall mean any action, suit,
litigation, arbitration, proceeding (including any civil, criminal,
administrative, investigative or appellate proceeding and any informal
proceeding), prosecution, contest, hearing, inquiry, inquest, audit,
examination or investigation commenced, brought, conducted or heard by or
before, or otherwise involving, any Governmental Body or any arbitrator or
arbitration panel.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the Secretary
of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  v


Prohibited Transaction.  Prohibited Transaction shall
mean any transaction involving, directly or indirectly, the sale, lease,
license, transfer or disposition of all or any portion of the AutoTrace
Offering, other than the license or sale of AutoTrace Offerings to third
parties in the ordinary course of business consistent with past practices.  Registered IP.  Registered IP shall mean all
Seller IP that is registered, filed, or issued under the authority of, with or
by any Governmental Body, including registered copyrights, registered mask
works and registered trademarks and all applications for any of the foregoing.  Representatives.  Representatives shall mean officers,
directors, employees, agents, attorneys, accountants and advisors.  Seller Contract.  Seller Contract shall mean any Contract
relating to the AutoTrace Offerings: (a) to which the Seller or any
Affiliate of the Seller is a party; (b) by which the Seller or any
Affiliate of the Seller or any of its assets is or may become bound or under
which the Seller or any Affiliate of the Seller has, or may become subject to,
any obligation; or (c) under which the Seller or any Affiliate of the
Seller has or may acquire any right or interest.  Seller Employee.  Seller Employee shall mean
any current or former employee, independent contractor or director of the
Seller or any Subsidiary or other Affiliate of the Seller.  Seller IP.  Seller IP shall mean: (a) all
Intellectual Property Rights and Intellectual Property embodied in or relating
to the AutoTrace Offerings; and (b) all other Intellectual Property or
Intellectual Property Rights relating to the AutoTrace Offering in which the
Seller or any Affiliate of the Seller has (or purports to have) an ownership
interest or an exclusive license or similar exclusive right.  Subsidiary.  An Entity shall be deemed to be
a Subsidiary of another Person if such Person directly or indirectly owns or
purports to own, beneficially or of record: 
(a) an amount of voting securities of other interests in such
Entity that is sufficient to enable such Person to elect at least a majority of
the members of such Entitys board of directors or other governing body; or (b) at
least 50% of the outstanding equity or financial interests or such Entity.  Tax.  Tax shall mean any tax (including any
income tax, franchise tax, capital gains tax, estimated tax, gross receipts
tax, value-added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp
tax, sales tax, use tax, property tax, business tax, occupation tax, inventory
tax, occupancy tax, withholding tax or payroll tax), levy, assessment, tariff,
impost, imposition, toll, duty (including any customs duty), deficiency or fee,
and any related charge or amount (including any fine, penalty or interest),
that is, has been or may in the future be (a) imposed, assessed or
collected by or under the authority of any Governmental Body, or (b) payable
pursuant to any tax-sharing agreement or similar Contract.  Tax Return.  Tax Return shall mean any return (including
any information return), report, statement, declaration, estimate, schedule,
notice, notification, form, election, certificate or other document or
information that is, has been or may in the future be filed with or submitted
to, or required to be filed with or submitted to, any Governmental Body in
connection with the determination, assessment, collection or payment of any Tax
or in connection with the administration, implementation or enforcement of or
compliance with any Legal Requirement relating to any Tax.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  vi


Transactional Agreements.  Transactional Agreements
shall mean: (a) the Agreement; (b) the Transition Services Agreement;
and (c) all other documents and agreements delivered or to be delivered in
connection with the Transactions.  Transactions.  Transactions shall mean: (a) the
execution and delivery of the respective Transactional Agreements; and (b) all
of the transactions contemplated by the respective Transactional Agreements,
including: (i) the sale of the Transferred Assets by the Seller to the
Purchaser in accordance with the Agreement; (ii) the assumption of the
Assumed Liabilities by the Purchaser in accordance with the Agreement; and (iii) the
performance by the Seller and the Purchaser of their respective obligations
under the Transactional Agreements, and the exercise by the Seller and the
Purchaser of their respective rights under the Transactional Agreements.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  vii


EXHIBIT B  FORM OF TRANSITION SERVICES AGREEMENT  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  viii


SCHEDULE 8.10(c)  DISPUTE RESOLUTION PROCEDURES  Subject to the provisions of
Section 8.10(c) of the Agreement any claim for indemnification,
compensation or reimbursement pursuant to Section 6 of the Agreement and
any other claim for a monetary remedy (such as in the case of a claim based on
fraud) relating to the Agreement after the Closing shall be brought and
resolved exclusively as follows:  (a)If
any Indemnitee has or claims in good faith to have incurred or suffered Damages
for which it is or may be entitled to indemnification, compensation or
reimbursement under Section 6 of the Agreement or for which it is or may
otherwise be entitled to a monetary remedy in the case of a claim based on
intentional misrepresentation or fraud relating to the Agreement, the Purchaser
may deliver a claim notice (a Claim Notice) to the Seller. Each Claim
Notice shall: (i) state that the Indemnitee believes in good faith that
the Indemnitee is entitled to indemnification, compensation or reimbursement
under Section 6 of the Agreement or is or may otherwise be entitled to a
monetary remedy (such as in the case of a claim based on intentional
misrepresentation or fraud) relating to the Agreement; (ii) contain a
brief description in reasonable detail of the facts and circumstances
supporting the Indemnitees claim; and (iii) contain a non-binding,
preliminary, good faith estimate of the amount to which the Indemnitee claims
to be entitled (the Claimed Amount).  (b)Within
20 business days after receipt of a Claim Notice, the Seller may deliver to the
Purchaser a written response (the Response Notice) in which the
Seller:  (i) agrees that the full
Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not
all, of the Claimed Amount is owed to the Indemnitee; or (iii) indicates
that no part of the Claimed Amount is owed to the Indemnitee. If the Response
Notice is delivered in accordance with clause (ii) or (iii) of the
preceding sentence, the Response Notice shall also contain a brief description
in reasonable detail of the facts and circumstances supporting the Sellers
claim that only a portion or no part of the Claimed Amount is owed to the
Indemnitee, as the case may be.  Any part
of the Claimed Amount that is not agreed to be owing to the Indemnitee pursuant
to the Purchasers Claim Notice shall be the Contested Amount. If a Response
Notice is not delivered by the Seller to the Purchaser within such 20-business
day period, then the Seller shall be deemed to have agreed that an amount equal
to the full Claimed Amount is owed to the Indemnitee.  (c)If
the Seller in its Response Notice agrees that the full Claimed Amount is owed
to the Indemnitee, or if no Response Notice is delivered in accordance with
clause (b) of this Schedule 8.10(c), the Seller shall, within 10 business
days following the receipt of such Response Notice (or, if the Purchaser has
not received a Response Notice, within 10 business days following the
expiration of the 20-business day period referred to in clause (b)) pay the
Claimed Amount to such Indemnitee.  (d)If
the Seller in the Response Notice agrees that part, but not all, of the Claimed
Amount is owed to the Indemnitee (the Agreed Amount), the Seller
shall, within 10 business days following the receipt of such Response Notice
pay the Agreed Amount to such Indemnitee.  (e)If
any Response Notice expressly indicates that there is a Contested Amount, the
Seller and the Purchaser shall (for at least 10 business days) attempt in good
faith to resolve the dispute  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  ix


related to the Contested
Amount. If the Seller and the Purchaser shall resolve such dispute, the Seller
and the Purchaser shall sign a settlement agreement.  The Seller shall, within 10 business days
following the execution of such settlement agreement, or such shorter period of
time as may be set forth in the settlement agreement, pay the amount specified
in such settlement agreement to such Indemnitee.  (f)In
the event that there is a dispute relating to any Claim Notice or Contested
Amount and such dispute is not resolved within the 10 business-day period
referred to in clause (e) above (whether it is a matter between the
Purchaser, on the one hand, and the Seller, on the other hand, or it is a
matter that is subject to a claim or Proceeding asserted or commenced by a
third party brought against the Purchaser in a litigation or arbitration), such
matters will be settled by binding arbitration (Arbitrable Claims).
Notwithstanding the preceding sentence, nothing in this Schedule 10.10(c) shall
prevent the Purchaser from seeking preliminary injunctive relief from a court
of competent jurisdiction pending settlement of any Arbitrable Claim.  (i)Except
as herein specifically stated, any Arbitrable Claim shall be resolved by
arbitration in Santa Clara, California in accordance with JAMS Comprehensive
Arbitration Rules and Procedures (the JAMS Rules) then in effect.
However, in all events, the provisions contained herein shall govern over any
conflicting rules which may now or hereafter be contained in the JAMS
Rules. Any judgment upon the award rendered by the arbitrator shall be entered
in any court having jurisdiction ever the subject matter thereof. The
arbitrator shall have the authority to grant any equitable and legal remedies
that would be available if any judicial proceeding was instituted to resolve an
Arbitrable Claim. The final decision of the arbitrator, as entered by a court
of competent jurisdiction, will be furnished by the arbitrator to the Seller
and the Purchaser in writing and will constitute a final, conclusive and
non-appealable determination of the issue in question, binding upon the Seller
and the Purchaser, and an order with respect thereto maybe entered in any court
of competent jurisdiction.  (ii)Any such arbitration will be conducted before
a single arbitrator who will be compensated for his or her services at a rate
to be determined by the Purchaser and the Seller or by JAMS, but based upon
reasonable hourly or daily consulting rates for the arbitrator in the event the
parties are not able to agree upon his or her rate of compensation.  (iii)The arbitrator shall be mutually agreed upon by
the Purchaser and the Seller. In the event the Purchaser and the Seller are
unable to agree within 20 days following submission of the dispute to JAMS by
one of the parties, JAMS will have the authority to select an arbitrator from a
list of arbitrators who satisfy the criteria set forth in clause (iv) hereof.  (iv)No arbitrator shall have any past or present
family, business or other relationship with the Purchaser, the Seller or any
Affiliate, director or officer thereof, or any associate (as such term is
defined in Rule 12b-2 under the Securities Act of 1933, as amended) of the
Purchaser, the Seller or any Affiliate, director or officer thereof, unless,
following full disclosure of all such relationships, the Purchaser and the
Seller agree in writing to waive such requirement with respect to an individual
in connection with any dispute.  (v)The
arbitrator shall be instructed to hold an up to eight hour, one day hearing
regarding the disputed matter within 60 days of his designation and to render an
award (without written opinion) no later than 10 days after the conclusion of
such hearing, in each case unless otherwise mutually agreed in writing by the
Purchaser and the Seller.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  x


(vi)No discovery other than an exchange of
relevant documents may occur in any arbitration commenced under the provisions
of this Schedule 8.10(c). The Purchaser and the Seller agree to act in good
faith to promptly exchange relevant documents.  (vii)The Purchaser and the Seller will each pay
50% of the initial compensation to be paid to the arbitrator in any such
arbitration and 50% of the costs of transcripts and other normal and regular
expenses of the arbitration proceedings; provided,
however, that:  (A) the
prevailing party in any arbitration will be entitled to an award of attorneys
fees and costs; and (B) all costs of arbitration, other than those
provided for above, will be paid by the losing party, and the arbitrator will
be authorized to determine the identity of the prevailing party and the losing
party.  (viii)The arbitrator chosen in accordance with
these provisions will not have the power to alter, amend or otherwise affect
the terms of these arbitration provisions or any other provisions contained in
this Schedule 8.10(c) or the Agreement.  (ix)Except as specifically otherwise provided in
this Schedule 8.10(c) or the Agreement, arbitration will be the sole and
exclusive remedy of the parties for any Arbitrable Claim or any other dispute
arising out of or relating to this Schedule 8.10(c) or the Agreement.  (g)Upon
resolution of the arbitration described in clause (f) of this Schedule
8.10(c), the Seller shall, within 10 business days following the entry of the
arbitrators decision by a court of competent jurisdiction, or such shorter
period of time as may be set forth in the arbitrators decision, pay the amount
of the award specified in the arbitrators decision, if any, to the Indemnitee.  Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with the
Secretary of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.  xi