AGREEMENT AND PLAN OF MERGER
                          ----------------------------

     This Agreement and Plan of Merger (this "Agreement"), dated as of May ____,
2004,  is  made  by and among Pomeroy IT Solutions, Inc., a Delaware corporation
("Parent"),  Pomeroy  Acquisition Sub, Inc., a Delaware corporation and a wholly
owned  subsidiary  of  Parent  ("Acquisition  Sub")  and  Alternative  Resources
Corporation,  a  Delaware  corporation  ("Company").

                              W I T N E S S E T H :

     WHEREAS,  the  Board of Directors of Company has (i) unanimously determined
that  this  Agreement,  the  Merger and the transactions contemplated hereby are
fair  to, and in the best interests of, Company and the stockholders of Company;
(ii)  unanimously  approved  this Agreement and declared it advisable; and (iii)
unanimously  resolved  to recommend that the stockholders of Company approve and
adopt  this  Agreement, the Merger and the transactions contemplated hereby; and

     WHEREAS, the Board of Directors of Parent and Acquisition Sub have approved
the  Merger  on  the  terms  set  forth  in  this  Agreement;  and

     WHEREAS, for federal income tax purposes, it is intended that the Merger be
treated  as  a  taxable  transaction under the Internal Revenue Code of 1986, as
amended,  and the rules and regulations promulgated thereunder (the "Code"); and

     WHEREAS, concurrently with the execution and delivery of this Agreement, to
induce Parent to enter into this Agreement, Wynnchurch Capital Partners, L.P., a
Delaware limited partnership ("WCP"), Wynnchurch Capital Partners, Canada, L.P.,
a  Canada  limited partnership ("WCPC") and Wynnchurch Capital, Ltd., a Delaware
corporation  ("WCL")  have entered into an agreement in the form attached hereto
as  Exhibit  "A"  (the  "WCP,  WCPC  and  WCL  Agreement").

     NOW,  THEREFORE, in consideration of the mutual representations, warranties
and  covenants  set  forth  herein,  and  intending to be legally bound, Parent,
Acquisition  Sub  and  Company  hereby  agree  as  follows:


                                    ARTICLE 1
                                   THE MERGER
                                   ----------

     1.1     The  Merger.  Upon  the terms and subject to the conditions of this
             -----------
Agreement,  at  the  Effective  Time  in  accordance  with  the Delaware General
Corporation  Law ("DGCL"), Acquisition Sub shall be merged with and into Company
                   ----
and  the  separate  existence  of  Acquisition  Sub  shall  thereupon cease (the
"Reverse  Merger").  Parent  may  at any time change the method of effecting the
combination  with Company (including, without limitation, the provisions of this
Section  1.1)  if  and  to  the  extent  it  deems  such change to be desirable,
------------
including  without  limitation,  to provide for a merger of Company with an into
Acquisition  Sub (the "Forward Merger"); provided, however, that no change shall
(i)  alter  or  change the Merger Consideration, as herein after provided for in
this Agreement, (ii) materially impede or delay consummation of the transactions
contemplated  by  this  Agreement,  or  (iii)  relieve  Parent  of  any  of  its
obligations  hereunder.  The  Reverse  Merger  and  Forward  Merger  shall
alternatively  be  referred  to as the ("Merger"). The Company (in the case of a
Reverse  Merger),  or  Acquisition Sub (in the case of a Forward Merger), as the
surviving  corporation after the Merger, is hereinafter sometimes referred to as
"Surviving  Corporation."

     1.2     Effective Time of the Merger.  The Merger shall become effective at
             ----------------------------
such  time  (the  "Effective  Time")  as  shall  be stated in the Certificate of
Merger,  in a form reasonably acceptable to Parent, Company and Acquisition Sub,
respectively,  to be filed with the Secretary of State of Delaware in accordance
with  the  DGCL  ("Merger  Filing").  The  Merger  Filing  shall


                               Page 1 of 51 Pages
<PAGE>
provide  for  the  effectiveness  of the Merger immediately upon its filing. The
Merger  Filing  shall  be  made  at  the  Closing.

     1.3     Consummation.  The  parties  acknowledge  that  it  is their mutual
             ------------
desire  and  intent to consummate the Merger as soon as practical after the date
hereof.  Accordingly,  the  parties  shall  use  their  reasonable  efforts  to
consummate,  as  soon  as  practical,  the  transactions  contemplated  by  this
Agreement  in  accordance  with  Section  3.5.
                                 ------------

     1.4     Effects  of the Merger.  The Merger shall have the effect set forth
             ----------------------
in  Section  259  of  the  DGCL.

     1.5     Further  Assurances.  If, at any time after the Effective Time, the
             -------------------
Surviving  Corporation  shall  consider  or  be  advised that any further deeds,
assignments  or  assurances in law or any other actions are necessary, desirable
or  proper  to  vest, perfect or confirm of record or otherwise in the Surviving
Corporation,  the title of any property or rights of Acquisition Sub acquired or
to  be  acquired  by reason of, or as a result of, the Merger (or Company in the
event  of  a  Forward  Merger),  the  Surviving  Corporation and Acquisition Sub
(Company  in  the  event of a Forward Merger) agree that the Acquisition Sub and
Surviving  Corporation  (Company  in  the  event  of a Forward Merger) and their
proper officers and directors shall and will execute and deliver all such proper
deeds,  assignments  and  assurances  in  law  and  to  do all things necessary,
desirable or proper to vest, perfect or confirm title to such property or rights
in  the  Surviving  Corporation  and  otherwise to carry out the purpose of this
Agreement.


                                    ARTICLE 2
                      THE SURVIVING CORPORATION AND PARENT
                      ------------------------------------

     2.1     Certificate  of  Incorporation.  If  the  Reverse  Merger  is
             ------------------------------
consummated, the Certificate of Incorporation of Company shall be amended at the
Effective  Time,  to read in its entirety as set forth on Exhibit "B" hereto and
shall  be  the  Certificate  of  Incorporation  after  the Effective Time, until
thereafter  amended  in  accordance  with  its  terms  as  provided in the DGCL.

          If the Forward Merger is consummated, the Certificate of Incorporation
of Acquisition Sub as in effect immediately prior to the Effective Time shall be
the  Certificate  of  Incorporation of Surviving Corporation after the Effective
Time,  until  thereafter  amended in accordance with its term and as provided in
DGCL,  except  that  Article 1 thereof shall be amended at the Effective Time in
accordance with the provisions of Section 251 of DGCL to read in its entirety as
follows:  "The  name  of the Corporation is 'Alternative Resources Corporation'"

     2.2     By-Laws.  The  By-Laws  of Acquisition Sub as in effect immediately
             -------
prior  to the Effective Time shall be the By-Laws of Surviving Corporation after
the Effective Time, and thereafter may be amended in accordance with their terms
and as provided by the Certificate of Incorporation of Surviving Corporation and
the  DGCL,  except  that  references  in the By-Laws to the term Acquisition Sub
shall  be  changed  to  "Alternative  Resources  Corporation"

     2.3     Directors and Officers of Surviving Corporation.  The Directors and
             -----------------------------------------------
Officers  of  Acquisition Sub, in effect immediately prior to the Effective Time
shall be the Directors and Officers of Surviving Corporation as of the Effective
Time  and  thereafter such Directors and Officers shall serve in accordance with
the  By-Laws  of the Surviving Corporation until their respective successors are
duly  elected  or  appointed  and  qualified.


                               Page 2 of 51 Pages
<PAGE>
                                    ARTICLE 3
                              CONVERSION OF SHARES
                              --------------------

     3.1     Merger  Consideration.  The  manner  and  basis  of  converting the
             ---------------------
shares  of  Company Common Stock upon consummation of the Merger shall be as set
forth  in  this Section 3.1.  At the Effective Time, by virtue of the Merger and
                -----------
without  any  action  on  the  part of Company, Acquisition Sub or any holder of
Company  Capital  Stock  or  holder  of  capital  stock  of  Acquisition  Sub:

          (a)     Subject  to  the  other  provisions  of this Section 3.1, each
                                                               -----------
     share  of  common stock, par value $.01 per share, of Company (the "Company
     Common  Stock")  issued  and outstanding immediately prior to the Effective
     Time (excluding any treasury shares, shares held by Parent, Acquisition Sub
     or any Subsidiary of Parent or Acquisition Sub and Dissenting Shares) shall
     be  converted  into  the  right  to  receive  the Merger Consideration. The
     "Merger  Consideration"  shall  mean  cash  in  the amount of $.70, without
     interest

          (b)     Each  share  of  Company  Common Stock held in the treasury of
     Company and each share of Company Common Stock owned by Parent, Acquisition
     Sub or any Subsidiary of Parent or Acquisition Sub immediately prior to the
     Effective  Time  shall  be canceled and extinguished without any conversion
     thereof  and  no  payment  shall  be  made  with  respect  thereto.

          (c)     At the Effective Time, all shares of Company Common Stock will
     no  longer  be  outstanding and will automatically be canceled and retired,
     and  each holder of a Company Certificate or Company Book-Entry Shares will
     cease  to have any rights with respect thereto, except the right to receive
     the  Merger  Consideration  applicable  thereto.

          (d)       In connection with the Merger, each option (each, a "Company
     Stock  Option"  and  collectively, the "Company Stock Options") to purchase
     Company  Common  Stock under any employee or director stock option or stock
     purchase  plan or arrangement or agreement of the Company listed on Section
                                                                         -------
     3.1 of the Company Disclosure Schedule, in the Company Reports or otherwise
     ---
     which  is  exercised  by  the  holder of such Company Stock Option and each
     share  of Company Common Stock issued incident to the exercise of a Company
     Stock Option shall be entitled to receive the Merger Consideration. Company
     shall  use its best efforts to cause all vested Company Stock Options whose
     exercise  price  is  equal  to  or  in  excess  of $.70 per share as of the
     Effective  Time  to  be  terminated.  In  the  event any holder of a vested
     Company Stock Option whose exercise price is less than $.70 per share fails
     to  exercise  such  Company  Stock  Option  prior  to the Effective Time, a
     cashless  exercise  method shall automatically be implemented, on behalf of
     such  Company  Stock Option holder, and in lieu of the Company Common Stock
     to  be  issued pursuant to the cashless exercise, an amount per share shall
     be  payable  to  such Company Stock Option holder by Company promptly after
     the Effective Time equal to the difference between the Merger Consideration
     and  the  exercise  price  under  such  Company Stock Option (the "Cashless
     Exercise  Consideration"). Company shall be responsible for withholding all
     applicable  federal,  state  or  local  withholding  taxes  relating to the
     exercise  of  Company  Stock  Options  or  the payment of Cashless Exercise
     Consideration.  If the exercise price provided for any vested Company Stock
     Option  is  equal  to or exceeds the Merger Consideration, and such Company
     Stock  Option  is  not  exercised  prior  to the Effective Time, no Company
     Common  Stock  shall  be  issued with respect to such Company Stock Option.
     Immediately  following  the  Effective  Time of the Merger, all outstanding
     Company  Stock  Options shall automatically be cancelled. The Company shall
     take  all  actions  necessary  to  ensure that no Company Stock Options are
     granted  after  the date of this Agreement. Immediately after the Effective
     Time,  the Company Stock Option Plans shall terminate and the provisions of
     any other plans, program or arrangement providing for the issuance


                               Page 3 of 51 Pages
<PAGE>
     or  grant  of any other interest in respect of the Company Capital Stock or
     any Subsidiary of Company shall be of no further force and effect and shall
     be  deemed to be deleted and no holder of a Company Stock Option shall have
     any  right  thereunder  to  acquire  any  equity securities of the Company,
     Acquisition  Sub,  or  any  subsidiary  thereof,  or  Parent.

          (e)     As  of  the  Effective  Time, each outstanding Company Warrant
     listed  on Section 3.1 of the Company Disclosure or the Company Reports, or
                -----------
     otherwise,  which is outstanding immediately prior to the Effective Time of
     the  Merger,  shall  be  sold  and transferred by the owner of such Company
     Warrants to Parent free and clear of all Liens pursuant to the terms of the
     WCP,  WCPC and WCL Agreement. Parent shall pay to the owner of each Company
     Warrant  promptly  after the Effective Time, an amount per share of Company
     Common  Stock  into  which such Company Warrant is exercisable equal to the
     difference  between  $.70 and the exercise price under such Company Warrant
     of  $.26.  The  total  purchase  price  for  the  Company Warrants shall be
     $4,840,000.00  (11,000,000  Company Warrants x $.44). If the exercise price
     per  share  provided  for  any Company Warrant is equal to or exceeds $.70,
     Parent  shall  not be required to pay to the owner of such Company Warrant,
     any  amount  with  respect  to  such  Company  Warrant.

     3.2     Acquisition  Sub  Shares.  At  the Effective Time, by virtue of the
             ------------------------
Merger  and  without any action on the part of Parent as the sole stockholder of
Acquisition  Sub,  each  issued and outstanding share of common stock, par value
$.01  per  share,  of Acquisition Sub ("Acquisition Sub Common Stock") shall, in
the  case  of a Reverse Merger, be converted into one share of common stock, par
value  $.01  per  share,  of  the  Surviving  Corporation  and  each  issued and
oustanding  share  of common stock, par value .01 per share, of Acquisition Sub,
shall,  in  the  case  of  a  Forward Merger, remain outstanding as one share of
common  stock,  .01  per  share,  of  the  Surviving  Corporation.

     3.3     Dissenting  Shares.  Notwithstanding  anything in this Agreement to
             ------------------
the  contrary,  shares  of Company Common Stock outstanding immediately prior to
the Effective Time and held by a holder who has not voted in favor of the Merger
or consented thereto in writing and who has properly demanded appraisal for such
Company  Common  Stock in accordance with the requirements of Section 262 of the
DGCL  (the "Dissenting Shares") shall not be converted into the right to receive
the  Merger Consideration and the holders thereof shall be entitled to only such
rights  as  are  granted  by  the  DGCL,  unless  such  holder fails to perfect,
withdraws  or  otherwise loses the right to appraisal, in which case such shares
of Company Common Stock shall be treated as if they had been converted as of the
Effective  Time into the right to receive the Merger Consideration, as set forth
in  Section 3.1, without any interest thereon.  Company shall give Parent prompt
    -----------
notice  of  any  demands  received by Company for appraisal of shares of Company
Common  Stock,  withdrawals  of  such  demands,  and  any  other  instruments or
documents served pursuant to the DGCL and received by Company, and Company shall
give  Parent  the  opportunity  to  direct all negotiations and proceedings with
respect  to  such  demands.  Except  with  the  prior written consent of Parent,
Company  shall  not  make  any  payment  with  respect to, or offer to settle or
settle, any such demands.  Each holder of Dissenting Shares who becomes entitled
to payment for such Dissenting Shares under the provisions of Section 262 of the
DGCL,  will receive payment thereof from the Surviving Corporation and as of the
Effective Time such shares of Company Common Stock will no longer be outstanding
and  will  automatically  be  canceled  and  retired  and  will  cease to exist.

     3.4     Surrender  and  Payment.
             -----------------------

          (a)     Parent  shall  authorize  one  or  more  Persons  reasonably
     acceptable  to the Company to act as Exchange Agent hereunder the "Exchange
     Agent."  Promptly  after  the  Effective  Time, Parent shall deliver to the
     Exchange  Agent  sufficient  cash  to  satisfy  the  Merger  Consideration.
     Promptly after the Effective Time, the Surviving Corporation shall cause to
     be  mailed to each record holder, as of the Effective Time, of certificates
     representing  outstanding  shares  of  Company  Common  Stock  ("Company
     Certificates")  or


                               Page 4 of 51 Pages
<PAGE>
     shares  of  Company  Common  Stock  represented  by  book-entry  ("Company
     Book-Entry Shares") (other than Dissenting Shares), a letter of transmittal
     (which  shall specify that delivery shall be effected, and risk of loss and
     title  to the Company Certificates shall pass, only upon proper delivery of
     the  Company  Certificates to the Exchange Agent or, in the case of Company
     Book-Entry Shares, upon adherence to the procedures set forth in the letter
     of  transmittal) and instructions for use in effecting the surrender of the
     Company  Certificates  or,  in  the  case of Company Book-Entry Shares, the
     surrender  of such shares for payment of the Merger Consideration therefor.
     After  the  Effective  Time, upon surrender in accordance with this Section
                                                                         -------
     3.4(a),  to  the  Exchange  Agent  of  a  Company  Certificate  or  Company
     ------
     Book-Entry Shares, together with such letter of transmittal, duly completed
     and  validly executed in accordance with the instructions thereto, and such
     other  documents  as  may  be  required  pursuant to such instructions, the
     Exchange  Agent  shall  promptly  deliver  to  the  holder  of such Company
     Certificate  or  Company Book-Entry Shares in exchange therefor, the Merger
     Consideration  to  be  received  by  the  holder  thereof  pursuant to this
     Agreement.  The  Exchange  Agent  shall accept such Company Certificates or
     Company  Book-Entry  Shares  upon compliance with such reasonable terms and
     conditions  as  the Exchange Agent may impose to effect an orderly exchange
     thereof  in  accordance with normal exchange practices. After the Effective
     Time,  there  shall be no further transfer on the records of Company or its
     transfer  agent  of  shares  of  Company  Common  Stock  and,  if  Company
     Certificates  or  Company  Book-Entry  Shares  are presented to Company for
     transfer,  they shall be canceled against delivery of the applicable Merger
     Consideration.  If any Merger Consideration is to be issued in a name other
     than  that  in  which  the  Company Certificate surrendered for exchange is
     registered,  it  shall  be  a  condition  of such exchange that the Company
     Certificate  so  surrendered  shall  be  properly  endorsed, with signature
     guaranteed,  or otherwise in proper form for transfer, including compliance
     with  all  laws  and  that the person requesting such exchange shall pay to
     Company  or  its  transfer  agent  any  transfer or other taxes required by
     reason  of  the  issuance  of the Merger Consideration in a name other than
     that  of  the  registered holder of the Company Certificate surrendered, or
     establish  to  the  satisfaction of the Surviving Corporation that such tax
     has  been  paid  or is not applicable. Until surrendered as contemplated by
     this  Section  3.4(a), each Company Certificate and each Company Book-Entry
           ---------------
     Share  shall  be  deemed  at any time after the Effective Time to represent
     only  the  right to receive upon such surrender the Merger Consideration as
     contemplated  by  Section  3.1.
                       ------------

          (b)     The  Merger Consideration paid upon the surrender for exchange
     of Company Certificates or Company Book-Entry Shares in accordance with the
     terms  of  this Article 3 shall be deemed to have been issued (and paid) in
     full  satisfaction of all rights pertaining to the shares of Company Common
     Stock  so  exchanged.

          (c)     At  any time following the date which is nine months after the
     Effective  Time,  Parent shall be entitled to require the Exchange Agent to
     deliver  to  it  any or funds (including any interest received with respect
     thereto)  which  have  been  made available to the Exchange Agent and which
     have  not  been  disbursed  to  holders  of Company Certificates or Company
     Book-Entry  Shares and thereafter such holders shall be entitled to look to
     Parent  and  the  Surviving  Corporation  (subject  to  abandoned property,
     escheat  or  other  similar  laws)  only  as general creditors thereof with
     respect  to  the applicable Merger Consideration payable upon due surrender
     of  their  Company Certificates or Company Book-Entry Shares. The Surviving
     Corporation  shall  pay  all  charges  and expenses, including those of the
     Exchange Agent, in connection with the exchange of shares of Company Common
     Stock  for the Merger Consideration. None of Parent, Surviving Corporation,
     any  subsidiary  or  Affiliate  of  Parent  or Surviving Corporation or the
     Exchange Agent shall be liable to any former holder of Company Common Stock
     for  cash,  pursuant to any applicable abandoned property, escheat or other
     similar  laws.


                               Page 5 of 51 Pages
<PAGE>
          (d)     If  any  Company  Certificate  shall have been lost, stolen or
     destroyed,  upon  the  making  of  an  affidavit of that fact by the Person
     claiming  such  Company Certificate to be lost, stolen or destroyed and, if
     requested  by  the  Surviving  Corporation, the posting by such Person of a
     bond, in such reasonable amount as the Surviving Corporation may direct, as
     indemnity  against  any  claim  that may be made against it with respect to
     such Company Certificate, the Exchange Agent will pay, in exchange for such
     lost,  stolen or destroyed Company Certificate, the Merger Consideration to
     be  paid  in  respect  of the shares of Company Common Stock represented by
     such  Company  Certificate.

     3.5     Closing.  The  closing  (the  "Closing")  of  the  transactions
             -------
contemplated  by  this  Agreement  shall take place at the offices of Parent, or
such  other location as shall be mutually agreeable to Parent and Company on the
first  (1st)  Business  Day  immediately following the date on which the last of
the  conditions set forth in Article 7 (other than the delivery of certificates,
and  other instruments and documents to be delivered at the Closing, but subject
to  the  delivery at the Closing of such certificates, and other instruments and
documents) is fulfilled or waived, or at such other time and place as Parent and
Company shall agree (the date on which the Closing occurs is referred to in this
Agreement  as  the  "Closing  Date").

     3.6     Withholding.  Parent  will  be entitled to deduct and withhold from
             -----------
the  aggregate  Merger  Consideration  otherwise payable to any former holder of
Company  Common  Stock  all  amounts  required by law to be deducted or withheld
therefrom.  To  the extent that amounts are so withheld by Parent or Acquisition
Sub,  such withheld amount will be treated for all purposes of this Agreement as
having  been paid to the holder of the shares of Company Common Stock in respect
of  which  such deduction and withholding was made by Parent or Acquisition Sub.


                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF COMPANY

     Except  as  set  forth  in  the  Company Disclosure Schedule (with specific
reference  to  the  relevant  sections  of the representations and warranties or
covenants in this Agreement or disclosure in such a way to make its relevance to
the  information  called  for by the representations and warranties or covenants
readily  apparent)  or  in  the  Company  Reports,  or  as  otherwise  expressly
contemplated  by  this  Agreement, Company represents and warrants to Parent and
Acquisition  Sub  as  follows:

     4.1     Organization, Standing, etc.  of Company.  Company is a corporation
             ----------------------------------------
duly  incorporated, validly existing, and in good standing under the laws of the
jurisdiction  of  its  incorporation,  has  the  requisite  corporate  power and
authority  to  own  its  assets  and  to  carry  on  its businesses as presently
conducted.  The  Company  is  duly  qualified  as  a  foreign  corporation to do
business  in  and is in good standing in each jurisdiction where it is presently
engaged  in  business  and  is  required  to  be  so  qualified  except  for the
jurisdictions  set forth in Section 4.1 of the Company Disclosure Schedule which
                            -----------
Company  is currently preparing documentation to so qualify or where the failure
to be so qualified would not have a Material Adverse Effect on Company.  Company
has  delivered or made available to Parent and Acquisition Sub true and complete
copies  of  its  Certificate  of Incorporation and all amendments thereto to the
date  hereof  and  its  Bylaws  as  presently  in  effect and the Certificate of
Incorporation  and  Bylaws  (or  other  comparable  documents).  Company has all
requisite  corporate power and authority to execute and deliver, and perform its
obligations  under,  this  Agreement  and  to  consummate  the  transactions
contemplated  hereby.  Section 4.1 of the Company Disclosure Schedule sets forth
                       -----------
a  complete  list  of  the jurisdictions in which the Company is qualified to do
business.


                               Page 6 of 51 Pages
<PAGE>
     4.2     Capitalization.
             --------------

          (a)     The  authorized  capital  stock  of  Company  consists  of (a)
     50,000,000  shares  of  Company Common Stock of which 17,117,304 shares are
     issued  and  outstanding  on  the  date  hereof, 9,583,279 shares have been
     reserved  for  issuance  upon  the  conversion  of  the  Company's  Senior
     Subordinated  Convertible  Notes,  2,154,281  shares have been reserved for
     issuance  under  Company Option Plans, 11,000,000 shares have been reserved
     for  issuance  under  the  Company  Warrants, and 585,800 shares of Company
     Common  Stock are held in the treasury; and (b) 1,000,000 shares of Company
     Preferred  Stock,  of which 0 shares are issued and outstanding on the date
     hereof.  All  of the outstanding shares of Company Common Stock and Company
     Preferred  Stock  have  been  duly authorized and are validly issued, fully
     paid  and  nonassessable  and  free  of preemptive rights. Each outstanding
     share  of capital stock (or other ownership interest) of each Subsidiary of
     Company  is  duly authorized, validly issued, fully paid and nonassessable,
     and  is  owned  by Company or its Subsidiaries, free and clear of all Liens
     other  than Permitted Liens. Section 4.2 of the Company Disclosure Schedule
                                  -----------
     sets  forth  the number and exercise price of all outstanding Company Stock
     Options  on  the date hereof. All shares of Company Common Stock subject to
     issuance  upon  exercise of the outstanding Company Stock Options described
     above  will  be,  upon  issuance  on  the  terms  specified  in  the option
     agreement,  duly  authorized, validly issued, fully paid and nonassessable.

          (b)     Except  as  set forth in Section 4.2 of the Company Disclosure
                                           -----------
     Schedule,  there  are  no  outstanding  subscriptions,  options,  calls,
     contracts,  commitments,  understandings, restrictions, arrangements, stock
     appreciation  rights  (SARs),  phantom stock, rights or warrants, including
     any  right  of  conversion  or  exchange  under  any  outstanding security,
     instrument  or  other agreement and also including any rights plan or other
     anti-takeover  agreement,  obligating Company to issue, deliver or sell, or
     cause to be issued, delivered or sold, additional shares of Company Capital
     Stock,  or  obligating  Company  to  grant,  extend  or enter into any such
     agreement  or  commitment.  There  are  no  voting trusts, proxies or other
     agreements  or  understandings to which Company is a party or is bound with
     respect  to  the  voting  of  any  shares  of  Company  Capital  Stock.

          (c)     The  Board  of  Directors  of  Company  has  not  declared any
     dividend  or  distribution  with  respect  to the Company Capital Stock the
     record or payment date for which is on or after the date of this Agreement.

          (d)     As  of  the  date  hereof,  (i) no bonds, debentures, notes or
     other  indebtedness  of  Company  having  the  right  to vote are issued or
     outstanding,  and  (ii) there are no outstanding contractual obligations of
     Company  or  any  of  its  Subsidiaries  to repurchase, redeem or otherwise
     acquire  any shares of Company Capital Stock or any shares of capital stock
     of  any  Subsidiary  of  Company.

          (e)  The Company Common Stock is traded on the OTC Bulletin Board.  No
     other securities of Company or any of its Subsidiaries are listed or quoted
     for  trading  on any United States domestic or foreign securities exchange.

     4.3     Subsidiaries.
             ------------

          Except as set forth in Section 4.3 of the Company Disclosure Schedule,
                                 -----------

          (a)     Each  Subsidiary  of  Company is a corporation (or other legal
     entity,  as  applicable)  duly  incorporated (or an entity duly formed) and
     organized,  validly  existing  and  in  good standing under the laws of its
     jurisdiction  of incorporation or organization, as the case may be, and has
     all  corporate,  partnership  or  other  entity  derived  powers  and  all
     governmental  licenses,  authorizations,  permits,  consents  and approvals
     required  to  carry


                               Page 7 of 51 Pages
<PAGE>
     on  its  business  as  now  conducted,  except  for  those  licenses,
     authorizations,  permits, consents and approvals the absence of which would
     not,  individually  or  in the aggregate, have a Material Adverse Effect on
     Company.  Section  4.3  of  the Company Disclosure Schedule sets forth each
               ------------
     jurisdiction  in  which  each  Subsidiary  is  qualified to do business. No
     Subsidiary  of  Company  is  in  default in any respect in the performance,
     observation  or fulfillment of any provision of its Certificate or Articles
     of  Incorporation  or  By-Laws (or similar organizational documents). Other
     than  its  Subsidiaries,  Company  does  not  beneficially  own or control,
     directly  or  indirectly,  5%  or  more  of  any class of equity or similar
     securities  of  any  corporation  or  other  entity whether incorporated or
     unincorporated.  No  securities  issued  by  any  Subsidiary of Company are
     registered or required to be registered with the SEC under the Exchange Act
     and  since  January  1,  2000,  no  securities  issued by any Subsidiary of
     Company  have been issued under a registration statement filed with the SEC
     under  the  Securities  Act.

          (b)     All  of  the  outstanding  capital  stock  of, or other voting
     securities  or  ownership interests in, each Subsidiary of company is owned
     by  Company, directly or indirectly, free and clear of any Lien and free of
     any  other  limitation  or  restriction  (including, any restriction on the
     right  to  vote,  sell  or otherwise dispose of such capital stock or other
     voting  securities  or  ownership  interests),  other than any restrictions
     imposed  under  the  Securities Act. There are no outstanding (i) shares of
     capital  stock  or other voting securities or ownership interests in any of
     Company's  Subsidiaries,  (ii)  securities  of  Company  or  any  of  its
     Subsidiaries  convertible  into or exchangeable for shares of capital stock
     or  other  voting  securities  or  ownership  interests in any of Company's
     Subsidiaries  or  (iii)  options or other rights to acquire from Company or
     any  of  its  Subsidiaries,  or  other  obligation of Company or any of its
     Subsidiaries  to  issue  any  capital  stock  or other voting securities or
     ownership  interests in, or any securities convertible into or exchangeable
     for  any capital stock or other voting securities or ownership interests in
     any  of  Company's  Subsidiaries.  There  are no outstanding obligations of
     Company  of  any  of  its  Subsidiaries  to repurchase, redeem or otherwise
     acquire  any of the securities referred to in clauses (i), (ii) or (iii) of
     this  Section 4.3(b).
           --------------

     4.4     Authority;  Non-Contravention;  Approval.
             ----------------------------------------

          Except as set forth in Section 4.4 of the Company Disclosure Schedule,
                                 -----------

          (a)     Company  has  full corporate power and authority to enter into
     this  Agreement  and, subject to the Stockholders' Approval and the Company
     Required  Statutory  Approvals, to consummate the transactions contemplated
     hereby.  The  Board  of Directors of Company has (i) unanimously determined
     that  this  Agreement,  the Merger and the transactions contemplated hereby
     are fair to and in the best interests of Company and the Stockholders, (ii)
     unanimously  approved  this  Agreement  and declared it advisable and (iii)
     unanimously  resolved  to recommend that the Stockholders approve and adopt
     this  Agreement,  the  Merger  and the transactions contemplated hereby. No
     other  corporate  proceedings  on  the  part  of  Company  are necessary to
     authorize  the  execution and delivery of this Agreement or, except for the
     Stockholders'  Approval,  the  consummation  by Company of the transactions
     contemplated hereby. Company has duly executed and delivered this Agreement
     and,  assuming  the  due  authorization,  execution and delivery thereof by
     Parent  and Acquisition Sub, this Agreement constitutes a valid and legally
     binding agreement of Company enforceable against Company in accordance with
     its  terms,  except  as  such enforcement may be limited by (i) bankruptcy,
     insolvency,  reorganization,  moratorium or other similar laws affecting or
     relating  to  enforcement  of  creditors' rights generally and (ii) general
     equitable  principles.

          (b)     The  execution  and delivery of this Agreement by Company does
     not  violate,  conflict  with or result in a breach of any provision of, or
     constitute  a  default  (or an event which, with notice or lapse of time or
     both,  would  constitute a default) under, or


                               Page 8 of 51 Pages
<PAGE>
     result in the termination of, or accelerate the performance required by, or
     result in a right of termination or acceleration under, or give rise to any
     obligation to make payments or provide compensation under, or result in the
     creation  of any Lien upon any of the properties or assets of Company under
     any  of the terms, conditions or provisions of (i) the respective charters,
     by-laws,  partnership agreements, trust declarations, operating agreements,
     or  other  similar  organizational  instruments  of  Company  or any of its
     Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment,
     decree,  order,  injunction,  writ,  permit  or  license  of  any  court or
     governmental  authority applicable to Company or any of its Subsidiaries or
     any  of  their  respective  properties  or  assets or (iii) any note, bond,
     mortgage, indenture, deed of trust, license, franchise, permit, concession,
     contract,  lease,  partnership  agreement, joint venture agreement or other
     instrument,  obligation or agreement of any kind to which Company or any of
     its  Subsidiaries  is  now  a  party  or  by  which  Company  or any of its
     Subsidiaries  or  any of their respective properties or assets may be bound
     or  affected.  The consummation by Company of the transactions contemplated
     by  this  Agreement  will  not  result  in any violation, conflict, breach,
     termination,  acceleration  or  creation  of  Liens under any of the terms,
     conditions  or  provisions  described  in  clauses (i) through (iii) of the
     preceding  sentence,  subject  (A)  in the case of the terms, conditions or
     provisions  described  in  clause  (ii)  above,  to obtaining (prior to the
     Effective  Time)  Company  Required  Statutory Approvals, the Stockholders'
     Approval  and  (B)  in  the  case  of  the  terms, conditions or provisions
     described in clause (iii) above, to obtaining (prior to the Effective Time)
     consents  from  lessors  or  other third parties that are listed in Section
                                                                         -------
     4.4(b)  of the Company Disclosure Schedule. Excluded from the foregoing two
     ------
     sentences  of  this  paragraph  (b),  insofar  as  they apply to the terms,
     conditions  or  provisions  two  described in clauses (ii) and (iii) of the
     first  sentence  of  this  paragraph  (b)  are  such violations, conflicts,
     breaches,  defaults, termination, accelerations, payments, compensations or
     creations of Liens that, individually or in the aggregate, would not have a
     Material  Adverse  Effect  on  Company.

          (c)     Except  for  the  Company  Required  Statutory  Approvals,  no
     declaration,  filing  or registration with, or notice to, or authorization,
     consent or approval of, any governmental or regulatory body or authority is
     necessary  for  the  execution and delivery of this Agreement by Company or
     the  consummation  by  Company  of  the  transactions contemplated thereby.
     Excluded  from  the  foregoing  sentence  are  such  declarations, filings,
     registrations, notices, authorizations, consents or approvals which, if not
     made  or  obtained,  as  the case may be, would not, individually or in the
     aggregate,  have  a  Material  Adverse  Effect  on  Company.

          (d)     The  affirmative  vote  of  the  holders  of a majority of the
     shares  of  outstanding Company Common Stock (the "Stockholders' Approval")
     is  the  only vote of the holders of any class or series of Company Capital
     Stock  necessary  to  approve  the  Merger  and  the  consummation  of  the
     transactions  contemplated  hereby.

     4.5     SEC  Documents.
             --------------

          (a)     Company  has  previously  delivered (except to the extent such
     filings  are  publicly  available  on  the  EDGAR  system)  to  Parent  and
     Acquisition  Sub  each  registration  statement, report, proxy statement or
     information  statement  (other than preliminary materials) filed by Company
     with the SEC since January 1, 1999 each in the form (including exhibits and
     any  amendments  thereto)  filed with the SEC prior to the date hereof, and
     except  as  set  forth  in  Section 4.5 of the Company Disclosure Schedule,
                                 -----------
     Company  has  timely  filed all forms, reports and documents required to be
     filed  by  it  with  the  SEC  pursuant  to  relevant  securities statutes,
     regulations,  policies  and  rules since January 1, 1999 (collectively, the
     "Company  Reports").  As  of  their  respective  dates  (or,  if  amended,
     supplemented or superseded by a filing prior to the date of this Agreement,
     as of the date so amended, supplemented or superseded), the Company


                               Page 9 of 51 Pages
<PAGE>
     Reports  (i)  complied  in  all  materials  respects  with  the  applicable
     requirements  of  the  Securities  Act,  the Exchange Act and the rules and
     regulations thereunder and complied with the requirements thereof including
     all of the then applicable accounting requirements and (ii) did not contain
     any  untrue  statement  of a material fact or omit to state a material fact
     required  to  be  stated  therein  or necessary to make the statements made
     therein,  in the light of the circumstances under which they were made, not
     misleading.  The  principal  executive officer of Company and the principal
     financial  officer  of Company (and each former principal executive officer
     or  principal  financial  officer  of Company) have made the certifications
     required  by  Sections  302  and 906 of the Sarbanes-Oxley Act of 2002 (the
     "Sarbanes-Oxley Act"), and the rules and regulations of the SEC promulgated
     thereunder  with  respect  to  the  Company  Reports  filed  since  such
     certifications  have been required. For purposes of the preceding sentence,
     "principal  executive officer" and "principal financial officer" shall have
     the  meanings  given  to  such  terms  in  the  Sarbanes-Oxley  Act.

          (b)     Company  maintains disclosure controls and procedures required
     by  Rule  l3a-l5  or  l5d-l5  under  the  Exchange  Act;  such controls and
     procedures  are  effective  for  gathering,  analyzing  and  disclosing the
     information  the Company is required to disclose in its reports filed under
     the  Exchange  Act.  Since January 1, 1999, Company has not received notice
     from  the  SEC  or any other Governmental Entity that any of its accounting
     policies or practices are the subject of any review, inquiry, investigation
     or  challenge  other  than  comments  from the SEC on Company filings which
     comments  have  either  been  satisfied  or  withdrawn  by  the  SEC.

     4.6     Financial  Statements.  Each  of the consolidated balance sheets of
             ---------------------
the  Company  included  in or incorporated by reference into the Company Reports
(including,  in  each  case, any related notes) and schedules fairly presents in
all material respects the consolidated financial position of the Company and its
Subsidiaries  as  of  its  date  and  each  of  the  consolidated  statements of
operations,  shareholders'  equity  and  cash  flows  of  the  Company  and  its
Subsidiaries  included  in or incorporated by reference into the Company Reports
(including,  in  each  case,  any related notes) fairly presents in all material
respects  the  consolidated  financial  position,  results of operations or cash
flows,  as  the case may be, of the Company and its Subsidiaries for the periods
set  forth  therein  (subject,  in  the  case of unaudited statements, to normal
year-end  audit  adjustments  which  in  the  aggregate  were not or will not be
material in amount or effect), in each case in accordance with GAAP consistently
applied  during  the  periods involved, except as may be noted therein.  Section
                                                                         -------
4.6 of the Company Disclosure Schedule sets forth the outstanding balance of the
---
Company's indebtedness owed to WCP, WCPC and WCL as of March 31, 2004 (including
fees  and  accrued  interest  through  such  date).


     4.7     Absence  of  Undisclosed  Liabilities.  Except  as set forth in the
             -------------------------------------
Company  Reports  or  in  Section  4.7 of the Company Disclosure Schedule, as of
                          ------------
December  31, 2003, the Company and its Subsidiaries had no material liabilities
of  any  nature,  whether  accrued, absolute, contingent or otherwise (including
without  limitation,  liabilities  as  guarantor  or  otherwise  with respect to
obligations  of others or liabilities for taxes due or then accrued or to become
due),  required to be reflected or disclosed in the balance sheet dated December
31,  2003  (or  the  notes  thereto)  in  accordance  with  GAAP included in the
Company's  audited  financial  statements  for such year and/or the Company 10-K
("the  Company  Balance  Sheet")  that were not adequately reflected or reserved
against on the Company Balance Sheet.  Except as set forth in Section 4.7 of the
                                                              -----------
Company  Disclosure  Schedule,  the  Company  has no material liabilities of any
nature,  whether  accrued,  absolute,  contingent  or  otherwise  required to be
reflected  or disclosed on the Company Balance Sheet prepared in accordance with
GAAP, other than liabilities (i) adequately reflected or reserved against on the
Company  Balance  Sheet,  (ii)  incurred since December 31, 2003 in the ordinary
course  of  business, or (iii) that would not, individually or in the aggregate,
have  a  Material  Adverse  Effect  on Company.  As of the Closing Date, Company
shall  have  accrued  or  made  provisions  in accordance with GAAP, for certain
obligations  of  Company  in the aggregate amount of $375,000.00 relating to the
specific  items  set  forth  in  Section  4.7 of the
                                 ------------


                              Page 10 of 51 Pages
<PAGE>
Company  Disclosure  Schedule  pertaining  to  this  accrual  and  for any other
employee(s) set forth on Exhibit B who is/are due severance whose termination of
employment  has  occurred  on  or  prior  to  Closing.

     4.8     No  Liabilities  as Guarantor.   Except as set forth in Section 4.8
             -----------------------------                           -----------
of  the Company Disclosure Schedule, neither Company nor any of its Subsidiaries
are  directly  or indirectly obligated to guaranty or assume any debt, dividend,
or  other  obligation  of  any Person, corporation, association, partnership, or
other  entity  (other than the Company or its Subsidiaries), except endorsements
made  in the ordinary course of business in connection with the deposit of items
for  collection.

     4.9     Absence  of  Certain  Changes  or Events.  Since December 31, 2003,
             ----------------------------------------
Company  and  its  Subsidiaries  have  conducted  their  businesses  only in the
ordinary  course  and,  to the knowledge of Company, in a manner consistent with
past  practice,  and  there  has  not  been:

          (a)     any event, change, effect or development that, individually or
     in  the  aggregate,  would  have  a  Material  Adverse  Effect  on Company;

          (b)     any  declaration,  setting aside or payment of any dividend or
     distribution  in  respect  of any capital stock (or ownership interests) of
     Company,  or  any  redemption,  purchase  or  other  acquisition  of  its
     securities;

          (c)     any  split,  combination  or reclassification of any shares of
     Company  or  any  issuance  or  authorization  of any issuance of any other
     securities  in  exchange  or  in  substitution  for  shares  of Company; or

          (d)     any  acquisition  by  Company  or  any  of  its  Subsidiaries
     (including  by  merger, consolidation, or acquisition of stock or assets or
     any  other  business  combination) of any entity or any division thereof or
     any  material  amount  of  assets.

     4.10     Taxes and Tax Returns.  Except as set forth in Section 4.10 of the
              ---------------------                          ------------
Company  Disclosure  Schedule:

          (a)     Company  and  each  of its Subsidiaries have duly filed in all
     material  respects  all  Tax  Returns  and  will cause to be filed prior to
     Closing  all  the  Tax  Returns  set  forth  on Section 4.10 of the Company
                                                     ------------
     Disclosure Schedule and have duly paid or caused to be duly paid in full or
     made  provision  in  accordance  with  GAAP for the payment in all material
     respects  of  all Taxes for all periods or portions thereof ending prior to
     the  date  hereof  including,  but  not  limited to, all Taxes, for the Tax
     Returns  set  forth  on  Section  4.10  of the Company Disclosure Schedule,
                              -------------
     except  to  the  extent  that all such failures to file or make payments in
     full,  taken  together,  would not have a Material Adverse Effect. All such
     Tax  Returns  accurately reflect in all material respects all liability for
     Taxes  for  the  periods covered thereby and all such Tax Returns are true,
     correct  and  complete in all material respects. Company has made available
     to  Parent  and  Acquisition Sub complete and correct copies of all federal
     income  Tax  Returns  filed by Company and each of its Subsidiaries for the
     three  most recent taxable years for which such Tax Returns have been filed
     prior  to  the  date  of  this  Agreement.  Neither  Company nor any of its
     Subsidiaries has received written notice of any claim made by a Tribunal in
     a jurisdiction where neither Company nor its Subsidiaries files Tax Returns
     that  Company  or its Subsidiaries is or may be subject to taxation by that
     jurisdiction  that,  individually  or  in the aggregate, which would have a
     Material  Adverse  Effect  on  Company.

          (b)     Section  4.10  of  the  Company  Disclosure Schedule lists all
                  -------------
     income  Tax  Returns  of  Company  or any of its Subsidiaries for the prior
     three  (3)  fiscal  years  that  have been audited, and indicates those Tax
     Returns that currently are the subject of audit. The applicable statutes of
     limitation  for  the  assessment  of  Federal  income  taxes  for  all


                              Page 11 of 51 Pages
<PAGE>
     taxable  periods  ending on or prior to December 31, 1997 have expired, and
     no  material  deficiencies  were  asserted as a result of such examinations
     that  have  not  been  resolved or fully paid or provided for in accordance
     with  GAAP.  There  is  no  material  dispute  or  claim concerning any Tax
     liability of Company or of any of its Subsidiaries either claimed or raised
     by  any  taxing  authority  in  writing.

          (c)     Neither Company nor any of its Subsidiaries (i) has waived any
     statute  of  limitations  in respect of Taxes or agreed to any extension of
     time with respect to a Tax assessment or deficiency, (ii) is a party to any
     material  tax sharing, tax indemnity or other agreement or arrangement with
     any Person not included in Company's consolidated financial statements most
     recently  filed  by  Company with the SEC, (iii) has made an election under
     former  Section  341(f)  of  the  Code,  (iv) is a party to or bound by any
     closing agreement or offer in compromise with any taxing authority, (v) has
     any  excess  loss  account  (as  defined  in  Treasury  Regulations Section
     1.1502-19),  (vi)  has  any  deferred  intercompany  gains  (as  defined in
     Treasury  Regulations  Section  1.1502-13),  or  (vii)  is  a  party to any
     agreement, contract, arrangement or plan that has resulted or would result,
     separately  or  in  the  aggregate, in the payment of any "excess parachute
     payments"  within  the  meaning  of Section 280G of the Code or any similar
     provision  of  foreign,  state  or  local  law.

          (d)     There is no material Tax lien against the assets of Company or
     any  of  its  Subsidiaries  except  for  Permitted  Liens.

          (e)     None  of  the  assets of Company or any of its Subsidiaries is
     (i)  "tax  exempt use property" within the meaning of Section 168(h) of the
     Code,  (ii)  subject to any lease made pursuant to Section 168(f)(8) of the
     Internal  Revenue  Code of 1954 or (iii) directly or indirectly secures any
     debt  the interest on which is tax exempt under Section 103(a) of the Code.

          (f)     Company  and  each  of  its  Subsidiaries  is a "United States
     Person"  within  the  meaning  of  Section  7701(a)(30)  of  the  Code.

          (g)     Company  and  each of its Subsidiaries have disclosed on their
     federal income Tax Returns all positions taken therein that could give rise
     to a substantial understatement of federal income Tax within the meaning of
     Section  6662  of  the  Code.

          (h)     Neither  Company  nor  any  of its Subsidiaries (i) has been a
     member  of  an  Affiliated  Group  filing a consolidated federal income Tax
     Return  (other than a group the common parent of which was Company) or (ii)
     has  any  liability  for the Taxes of any Person (other than Company or its
     Subsidiaries)  under  Treasury Regulations Section 1.1502-6 (or any similar
     provisions  of  state, local or foreign law), as a transferee or successor,
     by  contract  or  otherwise.

          (i)     Neither  Company  nor any of its Subsidiaries is a partnership
     or  disregarded  entity  for  federal  income  tax  purposes.

          (j)     Neither  Company nor any of its Subsidiaries has been a United
     States  real  property  holding  corporation  within the meaning of Section
     897(c)(2)  of  the  Code  during the applicable period specified in Section
     897(c)(1)(A)(ii)  of  the  Code.

          (k)     Neither  Company nor any of its Subsidiaries has, with respect
     to  any  open  taxable  period,  applied for and been granted permission to
     adopt  a  change  in  its  method of accounting requiring adjustments under
     Section  481  of  the  Code  or  comparable  state,  local  or foreign law.


                              Page 12 of 51 Pages
<PAGE>
          (l)     Neither  Company  nor  any  of its Subsidiaries have taken any
     deduction  or received any tax benefit arising from participation in a "tax
     shelter"  as  defined  for  purposes of Section 6111(c) of the Code or have
     "participated"  in  a  "reportable  transaction"  as  defined  in  Treasury
     Regulations  Section  1.6011-4(b) or (c)(3) or Treasury Regulations Section
     1.6011-4T(a)  and  (b).

          (m)     Except as reflected or reserved against in the Company Balance
     Sheet  as of December 31, 2003, Company as of such date had no deferred tax
     liabilities of any material nature and Company represents and warrants that
     it  does  not  know  nor does it have any reasonable grounds to know of any
     basis  for  any  deferred  tax  liability  in any material amount not fully
     reflected  or  reserved  against  in  its  consolidated balance sheet as of
     December  31,  2003.

          (n)     All  deductions  taken  on Company's and its Subsidiaries' Tax
     Returns have been properly deducted by Company and such Subsidiaries in all
     material  respects  pursuant  to  pertinent  provisions  of  the  Code.

     4.11     Compliance  with  Laws.
              ----------------------

          (a)     Except  as set forth in Section 4.11 of the Company Disclosure
                                          ------------
     Schedule or as would not, individually or in the aggregate, have a Material
     Adverse  Effect  on  Company: (i) the Company and its Subsidiaries have all
     licenses,  permits,  authorizations, franchises, orders or approvals of any
     Governmental  Entity  (collectively,  "Permits") material to the conduct of
     their  respective  businesses as presently conducted; (ii) such Permits are
     in  full  force  and  effect; and (iii) no proceeding is pending or, to the
     knowledge  of  the  Company,  threatened  to  revoke  or  limit any Permit.

          (b)     No  Violation  of  Law.  Neither  Company  nor  any  of  its
                  ----------------------
     Subsidiaries  is  in  violation of or has been given notice or been charged
     with any violation of, any law, statute, order, rule, regulation, ordinance
     or judgment of any governmental or regulatory body or authority, except for
     violations  which,  individually  or  in  the  aggregate,  would not have a
     Material  Adverse  Effect  on  Company.

     4.12     Litigation.
              ----------

          (a)     Other  than  matters existing or arising under Regulatory Laws
     in  connection  with  the transactions contemplated by this Agreement which
     are  to  be  dealt  with  as  provided in Section 6.5, there are no claims,
                                               -----------
     suits,  actions  or  proceedings  pending  or, to the knowledge of Company,
     threatened  against,  relating  to  or  affecting  Company  or  any  of its
     Subsidiaries before any court, governmental department, commission, agency,
     instrumentality  or  authority  or  any arbitrator that seek to restrain or
     enjoin  the  consummation  of the Merger or seek other relief or remedy and
     which  would  reasonably be expected, either alone or in the aggregate with
     all  such claims, actions or proceedings not otherwise disclosed in Section
                                                                         -------
     4.12  of the Company Disclosure Schedule, to have a Material Adverse Effect
     ----
     on  Company.  Except  as  set  forth in the initial clause of the preceding
     sentence,  as  of  the  date  hereof,  neither  Company  nor  any  of  its
     Subsidiaries  is subject to any judgment, decree, injunction, rule or order
     of  any court, governmental department, commission, agency, instrumentality
     or  authority,  or  any  arbitrator,  which  (i) prohibits or restricts the
     consummation  of  the  transactions  contemplated by this Agreement or (ii)
     which  would  reasonably be expected, either alone or in the aggregate with
     all  judgments,  decrees,  injunctions, rules or orders, to have a Material
     Adverse  Effect  on  Company,  or  (iii) which restricts the conduct of the
     business of Company or any of its Subsidiaries or the ability of Company or
     any  of its Subsidiaries to compete freely with any other Person. Except as
     disclosed  in Section 4.12 of the
                   ------------


                              Page 13 of 51 Pages
<PAGE>
     Company  Disclosure  Schedule,  there  are no (i) claims, suits, actions or
     proceedings  pending against Company or any of its Subsidiaries, or (ii) to
     the  knowledge  of  Company, material investigations or threatened material
     claims,  suits,  actions  or  proceedings  against  Company  or  any of its
     Subsidiaries,  in  either  case,  which would reasonably be expected either
     alone  or  in  the aggregate, to result in a Material Adverse Effect on the
     Company.

          (b)     Section  4.12  of  the  Company Disclosure Schedule sets forth
                  -------------
     each  action,  suit,  proceeding  or,  to  the  knowledge  of  the Company,
     investigation  pending  as of the date of this Agreement against Company or
     any  Subsidiary  of  Company,  or,  to  the  knowledge  of the Company, any
     director,  officer  or  employee  of  Company  or any Subsidiary of Company
     alleging any violation of federal or state securities laws, the DGCL or the
     rules  or  regulations of NASDAQ or any other securities exchange governing
     Company.

     4.13     Compliance with Agreements. Except as set forth in Section 4.13 of
              --------------------------                         ------------
the  Company Disclosure Schedule, neither Company nor any of its Subsidiaries is
in  breach or violation of or in default in the performance or observance of any
term  or  provision  of,  and no event has occurred which, with lapse of time or
action  by  a  third  party, could result in a default under, (a) the charter or
by-laws  of  Company  or  (b)  the  contracts,  commitments, agreements, leases,
licenses,  and  other instruments of Company or its Subsidiaries, except, in the
case  of clause (b) above, for breaches, violations and defaults which, alone or
in  the  aggregate,  would  not  have  a  Material  Adverse  Effect  on Company.

     4.14     Books and Records.  The minute books of the Company have been made
              -----------------
available  to  Parent and Acquisition Sub, contain or will contain at Closing in
all material respects accurate records of all meetings and accurately reflect in
all  material  respects  all  other  corporate  action  of  the shareholders and
directors  and  any  committees  of  the  Company  board  of  directors.

     4.15     Employee  Benefit  Plans;  ERISA.
              --------------------------------

          (a)     (1)  Section4.15  of the Company Disclosure Schedule lists (A)
                       -----------
     each  plan,  program,  arrangement, practice and policy under which one, or
     more  than  one, current or former officer, employee or director of Company
     or  a  Subsidiary  of  Company  has any right to employment, to purchase or
     receive any stock or other securities of Company or a Subsidiary of Company
     or  to  receive  any  compensation (whether in the form of cash or stock or
     otherwise)  or  benefits  of  any  kind  or  description  whatsoever in any
     material  amount  or under which Company or a Subsidiary of Company has any
     material  liability  and  (B) each employee benefit plan within the meaning
     set  forth in Section 3(3) of ERISA under which the Company or a Subsidiary
     has  any  liability.

               (2)  Each  plan,  program,  arrangement,  practice  and  policy
     described  in  Section  4.15(a)(1)  shall  be referred to individually as a
                    -------------------
     "Union  Plan" and shall be referred to collectively as the "Union Plans" if
     described  in  Section  414(f)  of  the Code, and each other plan, program,
     arrangement,  practice  and policy described in Section 4.15(a)(1) shall be
                                                     ------------------
     referred  to  individually  as  a  "Company  Plan"  and collectively as the
     "Company  Plans".

          (b)     The  Company  has  delivered or made available to Parent (i) a
     current, complete and accurate copy of each Company Plan which is set forth
     in  writing  (and  any  related  trust, insurance contract or other funding
     arrangement)  and  a  written summary of each Company Plan which is not set
     forth  in  writing  and  (ii) a copy of the most recent Annual Report (Form
     5500)  and all related exhibits and reports) for each Company Plan which is
     subject  to  ERISA.


                              Page 14 of 51 Pages
<PAGE>
          (c)     No Company Plan is subject to Title IV of ERISA or Section 412
     of the Code, and no Company Plan is a multiemployer plan within the meaning
     of  Section 414(f) of the Code or a plan described in Section 413(c) of the
     Code.  Neither  the  Company  nor  any Subsidiary has any liability for any
     withdrawal  or  partial  withdrawal  from  any  Union  Plan  and,  based on
     information  provided  by each Union Plan subject to Title IV of ERISA, the
     Company  has no reason to believe that either the Company or any Subsidiary
     would  have  any liability under Title IV of ERISA to any Union Plan if the
     Company  or  any  of  its  Subsidiaries  incurred  a  withdrawal or partial
     withdrawal  from  such  Union  Plan.

          (d)     There  have been no prohibited transactions within the meaning
     of  Section  406  or  Section 407 of ERISA or Section 4975 of the Code with
     respect  to any of the Company Plans that could result in penalties, taxes,
     liabilities  or  indemnification  obligations which, individually or in the
     aggregate,  could  have a Material Adverse Effect on Company, and there has
     been  no  other  event,  or  more than one other event, with respect to any
     Company  Plan  that  could  result  in any liability for the Company or any
     Subsidiary related to any excise Taxes under the Code or to any liabilities
     under  ERISA  which  could  have  a  Material  Adverse  Effect  on Company.

          (e)     Each  Company  Plan  which  is  intended to be qualified under
     Section  401  (a) of the Code has received a favorable determination letter
     from the Internal Revenue Service on the plan as currently in effect or has
     pending  an  application  for such a determination letter from the Internal
     Revenue  Service on the plan as currently in effect, and the Company is not
     aware  of  any  reason  likely to result in the revocation of any favorable
     determination  letter  which  has  been received or in the Internal Revenue
     Service  declining  to  issue a favorable determination letter on a pending
     application.  The  Company has provided to Parent a copy of the most recent
     Internal  Revenue  Service  favorable  determination letter with respect to
     each such Company Plan and, if such letter does not cover a Company Plan as
     currently  in  effect,  a  copy  of the application to the Internal Revenue
     Service  for  such  a  letter.

          (f)     Each  Company  Plan  has  been  maintained and administered in
     substantial  compliance with its terms and with the requirements prescribed
     by  any  and all statutes, orders, rules and regulations, including but not
     limited to ERISA and the Code, which are applicable to such Company Plan or
     to  the  Company  or any Subsidiary as a sponsor, a plan administrator or a
     fiduciary  of  such  Company  Plan.  If  a  former  Company  Plan  has been
     terminated  by  or all or any part of the liabilities of the Company or any
     Subsidiary  for  any current or former Company Plan or Union Plan have been
     transferred  to another employer, such termination or transfer was properly
     effected  and  neither  Company nor any of its Subsidiaries has any further
     liability  with  respect  to  such  termination  or  transfer.

          (g)     Except  as set forth in Section 4.15 of the Company Disclosure
                                          ------------
     Schedule,  neither  the requisite corporate or stockholder approval of, nor
     the  consummation  of, the transactions contemplated by this Agreement will
     (either  alone or together with any other event, including, any termination
     of employment) entitle any current or former officer, employee, director or
     other  independent  contractor of the Company or a Subsidiary to any change
     in  control  payment  or  benefit,  transaction bonus or similar benefit or
     severance  pay  or accelerate the time of payment or vesting or trigger any
     payment  or  funding (through a grantor trust or otherwise) of compensation
     or  benefits  under,  increase  the  amount  payable  or  trigger any other
     material  obligation  pursuant  to,  any  Company  Plan.

          (h)     Except  as set forth in Section 4.15 of the Company Disclosure
                                          ------------
     Schedule, neither the Company nor any of its Subsidiaries have any material
     liability  in  respect of post-retirement health, medical or life insurance
     benefits  for  any  current  or


                              Page 15 of 51 Pages
<PAGE>
     former  officer,  employee,  director  or  independent contractor except as
     required  to  avoid  excise  Tax  under  Section  4980B  of  the  Code.

          (i)     All  contributions  and  other payment due from the Company or
     any  of  its  Subsidiaries with respect to each Company Plan and each Union
     Plan (other than for routine and reasonable claims for benefits made in the
     ordinary course of the Company Plan's operations) have been made or paid in
     full  or are shown in the Company Reports, and all of the assets which have
     been  set  aside  in  a trust, escrow account or insurance company separate
     account  to satisfy any obligations under any Company Plan are shown on the
     books  and  records  of  each  such  trust or account at their current fair
     market  value  as  of  the  most  recent  valuation  date for such trust or
     account,  and  the  fair  market  value  of all such assets as of each such
     valuation  date equals or exceeds the present value of any obligation under
     any  Company  Plan.

          (j)     There  are  no  pending  or,  to the knowledge of the Company,
     threatened  claims  with  respect to a Company Plan (other than routine and
     reasonable  claims  for  benefits made in the ordinary course of the plan's
     operations)  or  with  respect to the terms and conditions of employment or
     termination  of  employment  of  any current or former officer, employee or
     independent contractor of the Company or any Subsidiary, which claims could
     result in any material liability to the Company or any of its Subsidiaries,
     and  no  audit  or investigation by any domestic or foreign governmental or
     other law enforcement agency is pending or, to the knowledge of the Company
     or  a  Subsidiary,  has  been  proposed  with  respect to any Company Plan.

          (k)     Section 4.15 of the Company Disclosure Schedule sets forth the
                  ------------
     number  of individuals who were performing services for Company on December
     31,  2003  who  were classified by Company as independent contractors. Each
     individual  who performs, or has performed, services for the Company or any
     Subsidiary of Company as an employee or as an independent contractor is, or
     has  been,  properly  classified  as  an  employee  or  as  an  independent
     contractor,  except  where  failure to properly classify such individual(s)
     would not, individually or in the aggregate, have a Material Adverse Effect
     on  Company.

          (l)     Vesting  for options which are outstanding under Company Stock
     Option  Plans,  including  accelerated  vesting  which  may  occur  at  the
     Effective  Time,  has been or will be effected in accordance with the terms
     of  the  Company  plans. Except as set forth in Section 4.16 of the Company
                                                     ------------
     Disclosure  Schedule,  the  interests  in  or shares available for issuance
     under  each such Company Stock Option Plan are properly registered pursuant
     to  the  Securities  Act  on  a  Form  S-8.

     4.16     Labor  Matters.
              --------------

          (a)      Section 4.16(a) of the Company Disclosure Schedule, lists (i)
                   ---------------
     the corporate officers, corporate employees and non-corporate executives of
     the Company and its Subsidiaries who, upon termination of their employement
     by  reason  of  the  Merger are entitled to payments for severance or other
     similar  payments,  (ii) any written agreements regarding such payments and
     (iii)  any  other  severance agreements with current or former employees or
     directors  of  the Company or any of its Subsidiaries: (A) that provide (in
     the  case  of  each  such  agreement)  for  severance payments in excess of
     $30,000.00  or  (B)  where  the  current  or former employee or director is
     otherwise  entitled  to  receive annual base salary or annual fees from the
     Company or any of its Subsidiaries in excess of $30,000. Section 4.16(a) of
                                                              ---------------
     the Company Disclosure Schedule sets forth the standard severance policy of
     the  Company  applicable  to  employees  generally.

          (b)     Except  as set forth in Section 4.16 of the Company Disclosure
                                          ------------
     Schedule, neither the Company nor any of its Subsidiaries is a party to, or
     bound  by,  any  collective


                              Page 16 of 51 Pages
<PAGE>
     barganing  agreement,  contract  or  other agrement or understanding with a
     domestic  labor  union  or  domestic  labor union organization. There is no
     unfair  labor practice or labor arbitration proceeding or grievance pending
     or,  to  the  Company's knowledge, threatened against the Company or any of
     its  Subsidiaries relating to their business that would, individually or in
     the  aggregate,  have  a  Material  Adverse Efffect on Company, and no such
     proceeding  or grievance has occurred within the past three years. There is
     no  labor  strike, dispute, requst for representation, slowdown or stoppage
     pending  or,  to the Company's knowledge, threatened against the Company or
     any  of its Subsidiaries that would, individually or in the aggregate, have
     a  Material  Adverse Efffect on Company, and no such labor strike, dispute,
     request  for  representation,  slowdown or stoppage has occurred within the
     past  three  years. To the Company's knowledge, there are no organizational
     efforts  with  respect  to  the  formation  of  a collective barganing unit
     presently being made or threatened involving employees of Company or any of
     its Subsidiaries. The Company and each of its Subsidiaries have complied in
     all  material  respects  with  all  labor  and  employment  Laws, including
     provisions  thereof relating to wages, hours, equal opportunity, collective
     bargaining  and  the  payment of social security and other Taxes, except as
     would  not,  individually  or  in  the  aggergate,  have a Material Adverse
     Efffect  on  Company.  Except  as  set forth in Section 4.16 of the Company
                                                     ------------
     Disclosure  Schedule,  neither  Company  nor  any  Company  Subsidiary  is
     delinquent  in  any  material  payment  to  any  of  its  current or former
     officers,  directors,  employees  or  agents  for  any  wages,  salaries,
     commissions,  bonuses  or  severance.

     4.17     Assets.  Except  as  provided  in  Section  4.17  of  the  Company
              ------                             -------------
Disclosure  Schedule,  Company and each Subsidiary of Company have good title to
all  of  their  respective assets and properties, including, but not limited to,
those  assets  and  properties reflected in Company's Balance Sheet, except only
for assets subsequently disposed of in the ordinary course of business, free and
clear  of  all  Liens,  except (a) as specifically reflected thereon, or (b) for
Permitted  Liens.  To  the  knowledge  of  Company,  all  Company's  and  each
Subsidiary's tangible and other operating assets, property and equipment, except
those  no  longer  carried  on Company's books,  are generally in good operating
condition  and  repair  in  light  of  their age, free of structural or material
mechanical  defects  (it  being  acknowledged  that  at any time certain of such
assets may be in disrepair or needing replacement in the ordinary course) and to
Company's  knowledge  conform  with  all  applicable  laws  and  regulations.

     4.18     Accounts  Receivable  and  Vendor  Receivables.  All  Accounts
              ----------------------------------------------
Receivable  and  Vendor  Receivables  of  Company and each Subsidiary which have
arisen in connection with the businesses or otherwise and which are reflected on
Company's  Balance  Sheet, and all such receivables which will have arisen since
December  31,  2003 have arisen only from bona fide transactions in the ordinary
course  of  business  and  represent  valid,  collectible  (net  of any bad debt
reserves)  and  existing  claims.  Except  as  set  forth on Section 4.18 of the
                                                             ------------
Company  Disclosure  Schedule,  and  subject to customer credits, the payment of
each  Account Receivable and Vendor Receivable will not, as of the Closing Date,
to  the  knowledge of the Company, be subject to any known defense, counterclaim
or  condition  (other  than  Company's  performance  in  the  ordinary course of
business)  whatsoever.  Section  4.18  of the Company Disclosure Schedule hereto
                        -------------
accurately  lists,  as  of  a  date  within  five  (5) days of execution of this
Agreement, and will list, as of a date within five (5) days of the Closing Date,
all  receivables  arising out of or relating to the businesses, the amount owing
and  the  aging of such Accounts Receivable and Vendor Receivables.  Company has
provided  Parent  and  Acquisition  Sub  the  opportunity to review complete and
correct  copies  of  all  instruments,  documents and agreements evidencing such
Accounts  Receivable and Vendor Receivables and of all instruments, documents or
agreements, if any, creating security therefor.  Company represents and warrants
that  the  bad debt reserves established for its Accounts Receivables and Vendor
Receivables  are  sufficient  to  cover  the  risk  of  loss  resulting from the
uncollectability  of  such  Accounts  Receivables  and  Vendor  Receivables.

     4.19     Real  Estate.
              ------------


                              Page 17 of 51 Pages
<PAGE>
          (a)     The  Company  owns  no  real  property.

          (b)     Section 4.19 of the Company Disclosure Schedule sets forth the
                  ------------
     address of all material real property in which Company or any Subsidiary of
     Company  holds  a  leasehold  or  subleasehold  estate  (the  "Leased  Real
     Property";  the  leases  or  subleases  for such Leased Real Property being
     referred  to  as  the  "Leases").  With  respect to each of the Leases: (i)
     Company  or such Subsidiary, as applicable, holds good and marketable title
     to  the leasehold or subleasehold interest thereunder; (ii) neither Company
     nor  any  Subsidiary has assigned, subleased, mortgaged, deeded in trust or
     otherwise  transferred  or  encumbered such Lease, or any interest therein,
     except as set forth in Section 4.19 of the Company Disclosure Schedule; and
                            ------------
     (iii)  neither  Company nor any Subsidiary is in default under the terms of
     such  Leases,  except for such defaults which would not, individually or in
     the  aggregate,  result  in  a  Material  Adverse  Effect  on  the Company.

     4.20     Tangible  Personal  Property  Leases.
              ------------------------------------

          (a)     Section  4.20  of the Company Disclosure Schedule sets forth a
                  -------------
     list,  that  is accurate in all material respects, of all Tangible Property
     that is leased or subleased by Company and/or Subsidiary (each, a "Tangible
     Property  Lease").  Company  and  each  Subsidiary  of  Company has been in
     peaceable  possession  of  the  Tangible  Property covered by such Tangible
     Property  Lease  since  the  commencement  of  the  term  thereof.

          (b)     Each  of  the  Tangible  Property  Leases is in full force and
     effect,  except  as  the  same would not, individually or in the aggregate,
     have  a Material Adverse Effect on Company. Company and/or its Subsidiaries
     have  complied  with  all  commitments  and obligations on their part to be
     performed  or  observed  under each of the Tangible Property Leases, except
     for  such  noncompliance which would not, individually or in the aggregate,
     have a Material Adverse Effect on Company. The Company has not received any
     written  notice  of  a  default,  offset  or  counterclaim under any of the
     Tangible  Property  Leases.


     4.21     Intellectual  Property.
              ----------------------

          (a)     To  the Company's knowledge, the Company and any Subsidiary of
     Company  own or are licensed to use, or otherwise have the right to use all
     patents,  and all registrations of the foregoing, or applications therefor,
     that  are  material  to  their respective businesses as presently conducted
     (collectively,  the "Patents"). Except as would not, individually or in the
     aggregate,  have  a Material Adverse Effect on Company, the Company and any
     Subsidiary  of  Company  own  or are licensed to use, or otherwise have the
     right  to  use  all  trademarks,  service  marks, trade names, brand names,
     domain  names,  trade  secrets, franchises, inventions, copyrights, and all
     other  technology,  intellectual  property  and  intangible  property,  all
     registrations of the foregoing, or applications therefor, that are material
     to  their  respective  businesses as presently conducted (collectively with
     the  Patents,  the  "Proprietary  Rights"). To the Company's knowledge, all
     patents,  registered  trademarks and copyrights referred to above which are
     registered  in  the name of the Company are valid. The Company has provided
     Parent  with  schedules of any Taxes or maintenance fees related to filings
     with the U.S. Patent and Trademark Office or U.S. Copyright Office, falling
     due  within  180 days after the date of this Agreement, and any expirations
     of patents or registered trademarks or copyrights scheduled to occur within
     three  years  after  the  date  of  this  Agreement.

          (b)     Except  as disclosed in the Company Reports filed prior to the
     date  of  this  Agreement  or  Section  4.21(b)  of  the Company Disclosure
                                    ----------------
     Schedule,  there  are  no  claims  pending  or, to the Company's knowledge,
     threatened,  that  the  businesses  of  the


                              Page 18 of 51 Pages
<PAGE>
     Company  or any of its Subsidiaries infringe upon the proprietary rights of
     others,  nor,  to  the  Company's  knowledge,  is  there  any  existing  or
     threatened  infringement  by  any third party on, or any competing claim of
     right to use or own any of, the Proprietary Rights, in each case, except as
     would not, individually or in the aggregate, have a Material Adverse Effect
     on  Company.

          (c)     Except  as  disclosed  in  Section  4.21(c)  of  the  Company
                                             ----------------
     Disclosure  Schedule,  to the knowledge of the Company, the Company and its
     Subsidiaries  have  the  right to sell their products and services (whether
     now  offered  for sale or under development) free from any royalty or other
     obligations  to  third  parties.  To  the knowledge of Company, none of the
     activities  of the employees of the Company or any Subsidiary of Company on
     behalf  of such entity violates any agreement or arrangement which any such
     employees  have  with  former  employers.

          (d)     To the knowledge of the Company, none of the Company or any of
     its  Subsidiaries is in material breach of, or has failed to perform in any
     material  respect  under,  any  of  the  contracts, licenses and agreements
     listed  in  Section 4.21(c) of the Company Disclosure Schedule, and, to the
                 ---------------
     Company's  knowledge,  no  other  party  to  any  such contract, license or
     agreement  is  in  material  breach thereof or has failed to perform in any
     material  respect  thereunder.

     4.22     Insurance.
              ---------

          (a)     Except  as  set  forth  in  Section  4.22(a)  of  the  Company
                                              ----------------
     Disclosure  Schedule,  the  Company  has  made  available  to  Parent  and
     Acquisition  Sub  all  current  material  insurance  policies  and  binders
     ("Insurance  Policies")  (i)  insuring  the  business  or properties of the
     Company or the Subsidiaries of Company or (ii) which provides insurance for
     any  director,  officer, employee, fiduciary or agent of the Company or any
     Subsidiaries of Company, that is held by or on behalf of the Company or any
     Subsidiary  of  Company.

          (b)     All  policies  or binders of insurance held by or on behalf of
     the  Company  and  the Subsidiaries of Company are in full force and effect
     and  are  in conformity, in all material respects, with the requirements of
     all  leases  or  other  agreements  to  which  the  Company or the relevant
     Subsidiary  is  a  party  and  are valid and enforceable in accordance with
     their  terms,  in  each  case,  except as would not, individually or in the
     aggregate,  have  a  Material  Adverse  Effect  on the Company. Neither the
     Company  nor  any  Subsidiary  is  in default with respect to any provision
     contained in such policy or binder nor has the Company or any Subsidiary of
     Company  failed  to  give  any  notice  or present any claim under any such
     policy  or  binder  in  due  and  timely  fashion,  except  as  would  not,
     individually  or  in  the  aggregate,  have  a  Material  Adverse Effect on
     Company.  There  are  no  outstanding unpaid material claims under any such
     policy  or  binder.  Except  as set forth in Section 4.22(b) of the Company
                                                  ---------------
     Disclosure  Schedule, neither the Company nor any Subsidiary of Company has
     received  written  notice of cancellation or non-renewal of any such policy
     or  binder  or disclaiming coverage or reserving rights with respect to any
     claim  or  any  such  policy  or  binder  in  general.

     4.23     Commercial  Relationships.
              -------------------------

          (a)     Schedule 4.23(a) of the Company Disclosure Schedule sets forth
                  ----------------
     the top ten customers of the Company and the Subsidiaries of Company in the
     year  ended  December 31, 2003 measured in terms of aggregate sales volume.
     (each  a "Customer"). Except as set forth in Section 4.23(a) of the Company
                                                  ---------------
     Disclosure  Schedule,  prior  to  the  date  of this Agreement, none of the
     Company  or  any Subsidiaries of Company has received any written notice of
     any  intent  of  a  Customer  to  terminate, cancel or materially alter its
     business  relationship  with  the  Company  or  any  of the Subsidiaries of
     Company.


                              Page 19 of 51 Pages
<PAGE>
          (b)     To  the  knowledge  of  the  Company,  except  as set forth in
     Section  4.23(b)  of  the Company Disclosure Schedule, prior to the date of
     ----------------
     this  Agreement,  none  of  the  Company or any Subsidiaries of Company has
     received  from  any  of  its  top  ten  (10) suppliers measured in terms of
     aggregate purchase volume from its suppliers in the year ended December 31,
     2003  (each a "Supplier") any written notice of any intent of a Supplier to
     terminate,  cancel  or  materially alter its business relationship with the
     Company  or  any  of  the  Subsidiaries  of  Company.

     4.24     Environmental  Matters.
              ----------------------

          (a)     Definitions.
                  -----------

          "Environmental  Law"  means  any  applicable  Federal, state, local or
           ------------------
          foreign  laws,  relating  to  (a)  the  protection,  preservation  or
          restoration  of  the environment (including, air, water vapor, surface
          water,  groundwater,  drinking  water supply, surface land, subsurface
          land,  plant and animal life or any other natural resource) or (b) the
          exposure  to,  or  the use, storage, recycling, treatment, generation,
          transportation, processing, handling, labeling, production, release or
          disposal  of,  Hazardous Substances, in each case as amended and as in
          effect  on  the  date  hereof.

          "Hazardous  Substance" means any substance listed, defined, designated
           --------------------
          or  classified  as  hazardous,  toxic,  radioactive,  or dangerous, or
          otherwise  regulated, under any Environmental Law. Hazardous Substance
          includes  any  substance  for  which  exposure  is  regulated  by  any
          government  authority  or  any  Environmental Law including, any toxic
          waste,  pollutant,  contaminant, hazardous substance, toxic substance,
          hazardous  waste,  special  waste,  petroleum  or  any  derivative  or
          by-product thereof, radon, radioactive material, asbestos, or asbestos
          containing  material,  urea  formaldehyde  foam  insulation,  lead  or
          polychlorinated  byphenyls.

          "Contamination"  (or  "Contaminated")  means  the  known  presence  of
           -------------         ------------
          Hazardous  Substances  in,  on or under the soil, groundwater, surface
          water  or  other  environmental  media if any investigatory, remedial,
          removal  reporting  or  other  response  action is required or legally
          could be required by a Governmental Entity under any Environmental Law
          with  respect  to  such  presence  of  Hazardous  Substances.

          (b)     Environmental  Conditions.
                  -------------------------

               (i)  each  of  the Company and the Subsidiaries of Company is and
          has  been  in  compliance  with  all  applicable  Environmental  Laws,
          including  without limitation, the possession of or having applied for
          all  Permits  required  under  applicable  Environmental  Laws,  and
          compliance  with  their  terms  and  conditions,  except as would not,
          individually  or  in  the aggregate, have a Material Adverse Effect on
          Company.  Each of the Company and the Subsidiaries of Company has made
          all  reports  and  given  all  notices required by Environmental Laws,
          except as would not, individually or in the aggregate, have a Material
          Adverse  Effect  on  Company;

               (ii)     No civil, criminal or administrative suit, claim, action
          or  proceeding is pending, and to the Company's knowledge, there is no
          pending  investigation  by  any  Governmental  Entity,  under  any
          Environmental  Law  relating  to  any operations, property or facility
          owned, operated or leased, or previously owned, operated or leased, by
          the  Company  or  any  Subsidiary  of Company or


                              Page 20 of 51 Pages
<PAGE>
          any  location  at or to which the Company or any Subsidiary of Company
          has disposed of, transported or arranged for the disposal of Hazardous
          Substances  that,  individually  or  in  the  aggregate,  would have a
          Material  Adverse  Effect on Company. There are no outstanding orders,
          judgments  or decrees of any court or of any Governmental Entity under
          any  Environmental  Law which specifically apply to any of the Company
          and  the  Subsidiaries of Company or any of their respective assets or
          operations  and  that,  individually  or  in  the  aggregate, would be
          material  to  the  business  of  the  Company  and the Subsidiaries of
          Company  taken  as  a  whole;

               (iii)     In  the  last  three  years, none of the Company or the
          Subsidiaries  of  Company  with  operations  in  the United States has
          received  from any Governmental Entity or any other Person notice that
          it  has  been  named as a responsible or potentially responsible party
          under  any  Environmental  Law  for any site Contaminated by Hazardous
          Substances nor has the Company or any Subsidiary of Company received a
          request  for  information  about  any  such  site;

               (iv)     To  the knowledge of the Company, except as disclosed in
          environmental  reports  and documents that have been made available to
          Parent  and  Acquisition  Sub and are listed in Section 4.24(b)(iv) of
                                                          -------------------
          the  Company  Disclosure  Schedule or as would not, individually or in
          the  aggregate,  have a Material Adverse Effect on Company, no portion
          of  any property currently owned, leased or occupied by the Company or
          any  Subsidiary  of  Company  is  Contaminated,  and  no Contamination
          occurred  during  the  Company's  or any Subsidiary of Company's prior
          ownership,  lease  or  occupancy  of  other  property;

               (v) Except as would not, individually or in the aggregate, have a
          Material  Adverse  Effect  on  Company,  none  of  the  Company or any
          Subsidiary  of  Company  has  been notified by any Governmental Entity
          that  it  is  currently  liable  under the Comprehensive Environmental
          Response,  Compensation  and  Liability Act or any comparable state or
          federal  Environmental  Law  for  investigation,  remedial, removal or
          other  response  costs,  natural  resources  damages  or  other claims
          (including  administrative  orders)  arising  out  of  the  release or
          threatened  release  of  any  Hazardous  Substance;

               (vi)     To  the  Company's knowledge, none of the Company or any
          Subsidiary of Company has expressly assumed the liability of any other
          Person  for, and has not agreed to indemnify any other Person against,
          claims  arising  out  of  the release of Hazardous Substances into the
          environment  or  other claims under Environmental Laws, except for any
          agreement  to  indemnify  a  lessor  of real property contained in the
          lease  between  such  lessor  and  the  Company  or  any Subsidiary of
          Company;

               (vii)     Except  as would not, individually or in the aggregate,
          have  a  Material  Adverse  Effect  on  Company, during the past three
          years,  no  Governmental  Entity  has issued any citation or notice of
          violation  or noncompliance under any Environmental Law to the Company
          or  any  Subsidiary  of  Company;

               (viii)     The  Company  or  any  Subsidiary  of  Company has not
          released  any  insurance  policies,  or  waived  or fully released all
          rights  under  insurance  policies,  that  may  provide  coverage  for
          liabilities  under  Environmental  Laws  or  liabilities  or  damages
          otherwise  arising out of the release of Hazardous Substances into the
          environment;


                              Page 21 of 51 Pages
<PAGE>
               (ix)     Except  as  would not, individually or in the aggregate,
          have  a Material Adverse Effect on Company, none of the Company or any
          Subsidiary  of  Company owns or operates any of the following and none
          of the following are located on any property owned, leased or occupied
          by  the  Company or any Subsidiary of Company: (A) underground storage
          tank  (whether  or  not  in  use  or  decommissioned  and  whether not
          regulated  or  exempt from regulation); (B) underground injection well
          as  defined  under  any  Environmental Law; (C) surface impoundment or
          lagoon;  (D)  landfill  (unless  legally  closed); (E) hazardous waste
          treatment,  storage  or  disposal unit or facility regulated under the
          Resource  Conservation  and  Recovery  Act  as  amended  (RCRA) or any
          comparable  Environmental  Law;  or  (F)  any radioactive material for
          which  a  license  or permit (including general permits and permits by
          rule)  is  required  under  any  Environmental  Law;  and

               (x)     The  Company has made available to Parent and Acquisition
          Sub  copies  of  material  reasonably  available  reports,  studies,
          investigations  and audits in the possession of the Company pertaining
          to  environmental matters relating to the Company or any Subsidiary of
          Company,  its  present  operations  or  any  property currently owned,
          leased  or  occupied  by  the  Company  or  any Subsidiary of Company,
          including  without  limitation  compliance  with  Environmental  Laws,
          employee  safety  or  Contamination.

     4.25     Contracts  and  Commitments.
              ---------------------------

          (a)     Except  for  contracts,  commitments,  agreements,  leases,
     licenses,  and  other  instruments disclosed in Section 4.25 of the Company
                                                     ------------
     Disclosure  Schedule  (collectively,  the  "Material  Contracts"),  neither
     Company  nor  any  of  its  Subsidiaries is a party to or bound by: (a) any
     agreements  with  any  present  employee,  officer  or  director (or former
     employee, officer or director to the extent there remain at the date hereof
     obligations  to  be performed by Company or any of its Subsidiaries), other
     than  individual  non-competition  and/or  confidentiality  agreements with
     employees entered into in the ordinary course of business; (b) any material
     agreements  with  a  consultant,  sales representative, agent or dealer not
     terminable  upon  30  days  written  notice;  (c)  agreements or indentures
     relating  to  the  borrowing  of  money  or  the deferred purchase price of
     property  (in  either  case  whether  or  not  secured  in any way), or any
     guarantee  of  any of the foregoing, having a remaining balance on the date
     hereof  in  an  amount exceeding $100,000 or in respect of which Company or
     one  of  its  Subsidiaries  is  not  authorized  to  prepay  the  related
     indebtedness  on 30 days or less advance notice; (d) any partnership, joint
     venture,  profit-sharing  or  similar agreement; (e) contracts, not entered
     into  in the ordinary course of business on an arm's-length basis, that are
     material to Company; (f) any collective bargaining agreements, memoranda or
     understanding,  settlements  or  other  labor  agreements with any union or
     labor  organization  applicable  to  Company,  its  Affiliates  or  their
     employees;  (g)  any agreements or arrangements for the acquisition or sale
     of  any business of Company entered into since January 1, 2001 (or, without
     regard  to  such  date,  to  the  extent  any  indemnification  or  similar
     obligations  of  Company or any of its Subsidiaries exist as of the date of
     this  Agreement)  or  any such agreement or arrangement, regardless of when
     such  agreement  or  arrangement  was  entered  into, that has not yet been
     consummated  or  in respect of which Company or any of its Subsidiaries has
     any remaining obligations (whether by merger, sale or purchase of assets or
     stock, consolidation, share exchange or otherwise); (h) any agreement which
     imposes  non-competition  or  non-solicitation  restrictions,  or  any
     "exclusivity"  or  similar  provision  or  covenant,  including  any
     organizational  conflict  of  interest  prohibition,  restriction,
     representation,  warranty  or  notice provision or any other restriction on
     future  contracting set forth in Company's Government Contracts, other than
     non-solicitation  restrictions  relating  to  clients'  or  the  Company's
     employees contained in the Company's contracts entered into in the ordinary
     course  of  business;  (i)  any  employment,  severance


                              Page 22 of 51 Pages
<PAGE>
     or  other  similar  agreement which contains a change of control or "golden
     parachute"  provision; and (j) any other agreements to which Company or any
     of  its Subsidiaries is a party or by which they or any of their assets are
     bound  and  which  involves  consideration or other obligation in excess of
     $250,000.00  annually.

     4.26     Section 203 of the DGCL Not Applicable.  The Board of Directors of
              --------------------------------------
Company  has  approved  the Merger, this Agreement and transactions contemplated
hereby  and  thereby,  and such approval is sufficient to render inapplicable to
the  Merger  and  the  other  transactions  contemplated hereby the restrictions
contained  in  Section  203  of  the  DGCL, and no other antitakeover or similar
statute  or  regulation  of  the  State  of  Delaware  or  any  other  state  or
jurisdiction  applies  or  purports  to  apply  to  any  such  transactions.

     4.27     Government  Contracts.  Except as set forth in Section 4.27 of the
              ---------------------                          ------------
Company  Disclosure  Schedule,  to  the  knowledge  of  Company, with respect to
services rendered to a Governmental Entity pursuant to any Government Contracts,
there  is,  as  of  the  date  of this Agreement, no (a) civil fraud or criminal
investigation of any Governmental Entity that, individually or in the aggregate,
has  had  or  would have a Material Adverse Effect on Company, (b) suspension or
debarment  proceeding  (or  equivalent proceeding) against Company or any of its
Subsidiaries  that,  individually  or  in the aggregate, has had or would have a
Material  Adverse  Effect on Company, (c) request by a Governmental Entity for a
contract  price  adjustment  based  on  a  claimed  disallowance  by the Defense
Contract  Audit  Agency  (or  other  applicable Governmental Entity) or claim of
defective  pricing  in  excess of $25,000, (d) dispute between Company or any of
its  Subsidiaries  and  a Governmental Entity which, since December 31, 2000,has
resulted  in  a government contracting officer's final decision where the amount
in  controversy exceeds or is expected to exceed $50,000 or (e) claim or request
for  equitable  adjustment  by  Company  or  any  of  its Subsidiaries against a
Governmental  Entity  in  excess  of  $25,000.

     4.28     Relations  with Governments.  To the knowledge of Company, neither
              ---------------------------
Company  nor  any  of  its  Subsidiaries,  nor  any  director, officer, agent or
employee  of  Company  or  any  of  its Subsidiaries, has (a) used any funds for
unlawful  contributions, gifts, entertainment or other unlawful expenses related
to  political  activity,  (b)  made  any unlawful payment or offered anything of
value  to foreign or domestic government officials or employees or to foreign or
domestic  government  officials or employees or to foreign or domestic political
parties  or  campaigns, (c) made any other unlawful payment, or (d) violated any
applicable export control, money laundering or anti-terrorism law or regulation,
nor have any of them otherwise taken any action which would cause Company or any
of  its  Subsidiaries to be in violation of the Foreign Corrupt Practices Act of
1977,  as  amended,  or  any  applicable  law  of  similar  effect.

     4.29     Stockholder  Rights  Plan.  As  of  the  date  of  this Agreement,
              -------------------------
Company  does  not  have  any  stockholder  rights  plan  in  effect.

     4.30     No Existing Discussions. As of the date of this Agreement, Company
              -----------------------
is  not engaged, directly or indirectly, in any negotiations or discussions with
any  other  party  with  respect  to  an  Acquisition  Proposal.

     4.31     Disclosure  Documents.  None  of the information supplied or to be
              ---------------------
supplied  by  Company  for  inclusion or incorporation by reference in the Proxy
Statement  or  any  amendment or supplement thereto shall, at the date the Proxy
Statement  or  any  such  amendment or supplement is first mailed to the Company
Common  Stockholders  or  at  the time of the Stockholders' Approval contain any
untrue statement of a material fact or omit any material fact necessary in order
to  make the statements therein, in light of the circumstances under, which they
were  made,  not misleading. No representation or warranty is made by Company in
this  Section  4.31 with respect to statements made or incorporated by reference
therein  based  on  information  that  was  not  supplied  by  Company  or  its
Subsidiaries for inclusion or incorporation by


                              Page 23 of 51 Pages
<PAGE>
reference  in the Proxy Statement. The Proxy Statement will comply as to form in
all  material  respects  with  the  requirements  of  the  Exchange  Act.

     4.32     Advisors'  Fees.  Except  for  Updata  Capital,  a  copy  of whose
              ---------------
engagement agreement has been made available to Parent prior to the date of this
Agreement,  there  is no investment banker, broker, finder, financial advisor or
other  intermediary  that has been retained by or is authorized to act on behalf
of  Company  or  any  of  its Subsidiaries who might be entitled to any fee from
Company  or  any  of  its Subsidiaries (including, after the consummation of the
Merger  from  Parent or Acquisition Sub) in connection with the Merger or any of
the  other  transactions  contemplated  by  this  Agreement.

     4.33     Opinion of Financial Advisor.  Company has received the opinion of
              ----------------------------
Updata  Capital, financial advisor to Company, to the effect that as of the date
of  this  Agreement, the Merger Consideration is fair to the Stockholders from a
financial  point  of  view.

     4.34     Certain Loans, Split Dollar Arrangements and Other Transactions No
              ---------------------------------------------------------------
present  or  former director, officer or employee (or Person affiliated with any
such  director,  officer or employee) of Company or any of its Subsidiaries owes
money  to  Company  or  any  of  its  Subsidiaries  pursuant  to a loan or other
arrangement.  Except  as set forth in Company Reports, since January 1, 2000, no
event  has  occurred  that  would  be  required  to  be  reported  as a "Certain
Relationship  or  Related  Transaction"  disclosure  pursuant  to  Item  404  of
Regulation  S-K  promulgated  by  the  SEC.  As  of  the date of this Agreement,
neither  Company  nor  any of its Subsidiaries have any loan or any split dollar
arrangement  in  existence  that is in violation of the applicable provisions of
the  Sarbanes-Oxley  Act.

     4.35     Territorial  Restrictions.  Except as described in Section 4.35 of
              -------------------------                          ------------
the  Company  Disclosure Schedule, neither Company nor any Subsidiary of Company
is  restricted  by  any written agreement or understanding with any other Person
(excluding  applicable  laws  of  Governmental  Entities)  from  carrying on the
businesses  anywhere  in  the  world.

     4.36     Product  Liability.   To  the  Company's  knowledge,  there are no
              ------------------
material  product liability claims against Company or any Subsidiary of Company,
either  potential  or existing, which are not fully covered by product liability
insurance  coverage  or  which  are  not  covered  by any manufacturers warranty
provided to Company or any Subsidiary of Company, which, if determined adversely
to Company or any Subsidiary of Company, could have a Material Adverse Effect on
Company.

     4.37     Immigration  Compliance.
              -----------------------

          (a)     Company  and  each  Subsidiary of Company are in compliance in
     all  material  aspects  with  all applicable federal, state and local laws,
     rules,  directives and regulations relating to the employment authorization
     of  their  respective  employees  (including,  without  limitation,  the
     Immigration  Reform  and  Control Act of 1986, as amended and supplemented,
     and  Section  212(n)  and  274A  of the Immigration and Nationality Act, as
     amended  and  supplemented,  and  all  implementing  regulations  relating
     thereto),  and  Company  and its Subsidiaries have not, to the knowledge of
     the Company, employed nor are any such entities currently employing, to the
     knowledge  of the Company, any unauthorized aliens (as such term is defined
     under  8  CFR  274a.1(a)).

          (b)     Neither Company nor any Subsidiary of Company has received any
     notice  from  the Immigration and Naturalization Service (the "INS") or the
     United  States Department of Labor (the "DOL") of the disapproval or denial
     of  any  visa  petition  or  entry  permit  pending before the INS or labor
     certification  pending  before  the  DOL  on  behalf  of  any  employee  or
     prospective  employee  of  Company  or  any  Subsidiary  of  Company.


                              Page 24 of 51 Pages
<PAGE>
          (c)     Since the approval of each of their respective visa petitions,
     there has been no material change in the terms and conditions of employment
     of  any  employees of Company or any Subsidiary of Company who are employed
     on  visas.

          (d)     Company  shall  have delivered or made available to Parent and
     Acquisition  Sub  true, accurate and complete copies of all visa petitions,
     entry  permits  and  visa  applications  (and  all  supporting  documents)
     submitted  to  the  INS  for  all foreign employees and prospective foreign
     employees  of  Company  and  any  Subsidiary  of  Company.

     4.38     Preference  Payments.  Neither  Company  nor  any  Subsidiary  of
              --------------------
Company  has  received  any  payments  from  any  third party creditor presently
seeking  protection  under  Chapter  11 or Chapter 7 of the Bankruptcy Code that
could be set aside as a preference item within the meaning of Section 547 of the
Bankruptcy  Code,  as such section may hereafter be amended that individually or
in  the  aggregate  has  had or would have a Material Adverse Effect on Company.

     4.39     Vote  Required.  The  affirmative votes of holders of greater than
              --------------
fifty  percent  (50%) of the outstanding shares of Company Common Stock entitled
to  vote  thereon  are  the  only votes of the holders of any class or series of
Company  Capital  Stock necessary to approve this Agreement and the transactions
contemplated  by  this  Agreement.

     4.40     Minority  Business  Status.  Neither Company nor any Subsidiary of
              --------------------------
Company  is certified as a minority business enterprise under any federal, state
or  local  certification  process  and  none of the businesses of Company or any
Subsidiary  of  Company  has  been  awarded  as  a  result,  or predicated upon,
Company's  or  any  Subsidiary  of  Company's  certification of being a minority
business  supplier.

     4.41     Acquisitions.  Section  4.41  of  the  Company Disclosure Schedule
              ------------   -------------
sets  forth  all the acquisitions of other businesses made by Company and/or any
Subsidiary  of  Company during the past ten (10) years.  Company represents that
no  claims  for  indemnification  against  Company  or  Subsidiary  or any other
liability  emanating out of said transactions may be asserted against Company or
any  Subsidiary of Company that could have a Material Adverse Effect on Company.

     4.42     Definition of Company's Knowledge.  As used in this Agreement, the
              ---------------------------------
phrase  "to  the  knowledge  of  Company" or any similar phrase means the actual
knowledge  of  the  individuals  identified  in  Section  4.42  of  the  Company
                                                 -------------
Disclosure  Schedule.

     4.43     No  Additional Representations.  Company acknowledges that neither
              ------------------------------
Parent nor Acquisition Sub, nor any other Person advising or acting on behalf of
Parent, Acquisition Sub, or any Affiliate of Parent or Acquisition Sub, has made
any  representation  or  warranty,  express  or  implied,  as to the accuracy or
completeness  of  any  information  regarding  Parent  or Acquisition Sub or the
business  conducted  by  Parent  or  Acquisition  Sub,  in  each case, except as
expressly  set  forth  in  this  Agreement.

     4.44     Disclosure.  None  of  the  representations and warranties made by
              -----------
Company  herein,  or made in any certificate furnished or to be furnished by it,
pursuant  to  the requirements of this Agreement, including any disclosures made
in  the  Company  Disclosure  Schedule,  contains  or  will  contain  any untrue
statement  of  a  material  fact  or  omits  or  will omit any material fact, an
omission  of which could, in light of the circumstances in which it was made, be
misleading.  Company  has  no  knowledge  of  any  factors  materially adversely
affecting  the  future  prospect  of  the  business  of  the  Company  and  its
Subsidiaries,  taken  as a whole, which has not been disclosed in this Agreement
and  the Company Disclosure Schedule, other than any change, circumstance, fact,
event  or  effect  relating  to  (i) the securities markets in general, (ii) the
economy  in  general,  except  if  the Company and its Subsidiaries is adversely
affected  in  a  materially  disproportionate  manner  as  compared to similarly
situated  entities,  (iii)  the  industries  in  which  the


                              Page 25 of 51 Pages
<PAGE>
Company  and  its  subsidiaries  operate  and  not  specifically relating to the
Company  and  its  Subsidiaries,  including  changes  in  legal,  accounting  or
regulatory changes, or conditions, except if the Company and its Subsidiaries is
adversely  affected in a materially disproportionate manner as compared to other
comparable  participants  in  such  industries,  or (iv) the announcement of the
Merger  and  the  performance  of  the  obligations  of  the  parties under this
Agreement  (including  any  cancellations  or  delays in contract awards and any
impact  on  relationships  with  customers, prime contractors, subcontractors or
suppliers  to  the extent but only to the extent relating to the announcement of
the  Merger  or  the  performance  of the obligations of the parties hereunder).


                                    ARTICLE 5
          REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB
          ------------------------------------------------------------

     Except  as  set  forth  in  the  Parent  Disclosure Schedule (with specific
reference  to  the  relevant  sections  of the representations and warranties or
covenants in this Agreement or disclosure in such a way to make its relevance to
the  information  called  for by the representations and warranties or covenants
readily  apparent)  or  in  the  Parent  SEC  Reports, or as otherwise expressly
contemplated by this Agreement, Parent and Acquisition Sub represent and warrant
to  Company  as  follows:

     5.1     Organization,  Standing,  etc. of Parent and Acquisition Sub.  Each
             ------------------------------------------------------------
of  Parent  and  Acquisition  Sub  are  corporations  duly incorporated, validly
existing,  and  in  good  standing  under  the laws of the jurisdiction of their
incorporation,  have  the  requisite  corporate power and authority to own their
assets  and to carry on their businesses as presently conducted.  Each of Parent
and Acquisition Sub is duly qualified as a foreign corporation to do business in
and  is  in  good standing in each jurisdiction where it is presently engaged in
business  and  is  required to be so qualified except where the failure to be so
qualified would not have a Material Adverse Effect on Parent or Acquisition Sub.
Parent  and Acquisition Sub have delivered or made available to Company true and
complete  copies  of  its  respective  Certificates  of  Incorporation  and  all
amendments  thereto  to the date hereof and its Bylaws as presently in effect on
the  date  of  this  Agreement,  including  all  amendments  thereto.

     5.2     Authorization  and Execution.  Parent and Acquisition Sub have full
             ----------------------------
corporate power and authority to enter into this Agreement and to consummate the
transactions  contemplated hereby and thereby.  This Agreement has been approved
by  the  respective  Boards  of  Directors  of Parent and Acquisition Sub and by
Parent  as  the  sole  stockholder  of  Acquisition  Sub  and no other corporate
proceedings  on the part of Parent or Acquisition Sub are necessary to authorize
the  execution and delivery of this Agreement and the consummation by Parent and
Acquisition  Sub  of  the  transactions contemplated hereby.  This Agreement has
been duly executed and delivered by Parent and Acquisition Sub and, assuming the
due  authorization,  execution  and  delivery  thereof by Company, constitutes a
valid  and  legally  binding Agreement of Parent and Acquisition Sub enforceable
against each of them in accordance with its term, except as such enforcement may
be  limited  by  (i) bankruptcy, insolvency, reorganization, moratorium or other
similar  laws affecting or relating to enforcement of creditor rights generally,
and  (ii)  general  equitable  principles.

     5.3     Absence  of  Conflicts;  Governmental  Authorizations.
             -----------------------------------------------------

          (a)     The  execution  and  delivery  of this Agreement by Parent and
     Acquisition  Sub  does  not violate, conflict with or result in a breach of
     any  provision  of, or constitute a default (or an event which, with notice
     or  lapse  of time or both, would constitute a default) under, or result in
     the termination of, or accelerate the performance required by, or result in
     a  right  of  termination  or  acceleration  under,  or  give  rise  to any
     obligation to make payments or provide compensation under, or result in the
     creation  of  any  Lien  upon any of the properties or assets of Parent and
     Acquisition Sub under any of the terms, conditions or provisions of (i) the
     respective  charters,  by-laws,  partnership


                              Page 26 of 51 Pages
<PAGE>
     agreements,  trust  declarations,  operating  agreements,  or other similar
     organizational  instruments  of  Parent and Acquisition Sub or any of their
     Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment,
     decree,  order,  injunction,  writ,  permit  or  license  of  any  court or
     governmental  authority  applicable to Parent and Acquisition Sub or any of
     their Subsidiaries or any of their respective properties or assets or (iii)
     any  note,  bond,  mortgage,  indenture, deed of trust, license, franchise,
     permit,  concession,  contract, lease, partnership agreement, joint venture
     agreement or other instrument, obligation or agreement of any kind to which
     Parent  and  Acquisition Sub or any of their Subsidiaries is now a party or
     by  which Parent and Acquisition Sub or any of their Subsidiaries or any of
     their  respective  properties  or  assets  may  be  bound  or affected. The
     consummation by Parent and Acquisition Sub of the transactions contemplated
     by  this  Agreement  will  not  result  in any violation, conflict, breach,
     termination,  acceleration  or  creation  of  Liens under any of the terms,
     conditions  or  provisions  described  in  clauses (i) through (iii) of the
     preceding  sentence.  Excluded  from  the  foregoing  two sentences of this
     paragraph (b), insofar as they apply to the terms, conditions or provisions
     two  described  in  clauses  (ii)  and  (iii) of the first sentence of this
     paragraph  (b)  are  such  violations,  conflicts,  breaches,  defaults,
     termination,  accelerations,  payments, compensations or creations of Liens
     that,  individually  or in the aggregate, would not have a Material Adverse
     Effect  on  Parent  and  Acquisition  Sub.

          (b)     Except  for  the Parent and Acquisition Sub Required Statutory
     Approvals,  no  declaration,  filing or registration with, or notice to, or
     authorization,  consent or approval of, any governmental or regulatory body
     or  authority is necessary for the execution and delivery of this Agreement
     by  Parent  or Acquisition Sub or the consummation by Parent or Acquisition
     Sub  of  the transactions contemplated thereby. Excluded from the foregoing
     sentence  are  such  declarations,  filings,  registrations,  notices,
     authorizations,  consents  or  approvals which, if not made or obtained, as
     the  case  may  be,  would  not,  individually  or in the aggregate, have a
     Material  Adverse  Effect  on  Parent  or  Acquisition  Sub.

     5.4     Capitalization.  (a)  The  authorized  capital  stock  of  Parent
             --------------
consists  of  20,000,000  shares  of Parent Common Stock and 2,000,000 shares of
Parent  Preferred Stock.  As of May 5, 2004, the only shares of capital stock of
Parent  that  are  issued and outstanding are 12,258,186 shares of Parent Common
Stock,  all  of  which were validly issued, and are fully paid and nonassessable
and free of preemptive rights.  (b)  The authorized capital stock of Acquisition
Sub consists of 1500 shares of Acquisition Sub Common Stock, of which 100 shares
are issued and outstanding as of the date hereof.  All the shares of Acquisition
Sub  that  are  issued  and  oustanding  were validly issued and are fully paid,
nonassessable  and  free  of  preemptive  rights.

     5.5     SEC Reports.  The Company has had access through publicly-available
             -----------
information  to  (i)  Parent's  Annual  Report  on  Form 10-K for the year ended
January  5,  2004, as filed with the SEC (the "Parent 10-K"), (ii) its quarterly
report on Form 10-Q for the quarter ended October 5, 2003, as filed with the SEC
(the "Parent 10-Q"), (iii) all proxy statements relating to Parent's meetings of
shareholders  held,  and  (iv)  all other documents filed by Parent with the SEC
under  the Exchange Act or the Securities Act since January 5, 2000 (the "Parent
SEC  Reports").  As  of their respective dates, such documents complied, and all
documents  filed by Parent with the SEC under the Exchange Act or the Securities
Act  between the date of this Agreement and the Closing Date will comply, in all
material  respects  with applicable SEC requirements and did not, or in the case
of  documents  filed  on  or  after the date hereof will not, contain any untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which they were made, not misleading.  Except as set forth
in  Section  5.5  of the Parent Disclosure Schedule, all Parent SEC Reports have
    ------------
been  timely  filed with the SEC and constitute all forms, reports and documents
required  to  be  filed  by Parent under the Exchange Act and the Securities Act
since January 5, 2000.  Between the date of this Agreement and the Closing Date,
Parent  will  timely  file with the SEC all documents required to be filed by it
under  the Exchange Act or the Securities


                              Page 27 of 51 Pages
<PAGE>
Act. No Parent Subsidiary is required to file any form, report or other document
with  the  SEC.  The  certifications  of  the  chief executive officer and chief
financial  officer  of Parent required by Rules 13a-14 and 15d14 of the Exchange
Act  with respect to the Parent SEC Reports, as applicable, are true and correct
as  of  the  date  of  this Agreement, as they relate to a particular Parent SEC
Report,  as though made as of the date of this Agreement. Parent has established
and  maintains  disclosure controls and procedures, has conducted the procedures
in accordance with their terms and has otherwise operated in compliance with the
requirements  under  Rules  13a-15  and  15d-15  of  the  Exchange  Act.

     5.6     Financial  Statements.  Each  of the consolidated balance sheets of
             ---------------------
Parent  included  in  or  incorporated  by reference into the Parent SEC Reports
(including,  in  each  case,  any related notes) fairly presents in all material
respects  the  consolidated  financial  position  of  Parent  and  the  Parent
Subsidiaries  as  of its date and each of the consolidated statements of income,
shareholders' investment and cash flows of Parent included in or incorporated by
reference  into  the  Parent  SEC  Reports (including, in each case, any related
notes)  fairly  presents  in  all  material  respects the consolidated financial
position, results of operations or cash flows, as the case may be, of Parent and
the  Parent Subsidiaries for the periods set forth therein (subject, in the case
of  unaudited  statements,  to  normal  year-end  audit adjustments which in the
aggregate were not or will not be material in amount or effect), in each case in
accordance with GAAP consistently applied during the periods involved, except as
may  be  noted  therein.

     5.7     Absence  of  Undisclosed  Liabilities.  Except  as set forth in the
             -------------------------------------
Parent  SEC  Reports  or in Section 5.7 of the Parent Disclosure Schedule, as of
                            -----------
January 5, 2004 , Parent and the Parent Subsidiaries had no material liabilities
of  any  nature,  whether accrued, absolute, contingent or otherwise (including,
without  limitation,  liabilities  as  guarantor  or  otherwise  with respect to
obligations  of others or liabilities for taxes due or then accrued or to become
due),  required  to be reflected or disclosed in the balance sheet dated January
5,  2004(or  the notes thereto) included in the Parent 10-K (the "Parent Balance
Sheet")  that  were  not  adequately reflected or reserved against on the Parent
Balance  Sheet.  Except  as  set  forth  in Section 5.7 of the Parent Disclosure
                                            -----------
Schedule,  Parent  has  no  material liabilities of any nature, whether accrued,
absolute,  contingent  or  otherwise,  other  than  liabilities  (i)  adequately
reflected  or reserved against on the Parent Balance Sheet , (ii) incurred since
January  5,  2004in  the  ordinary  course of business, or (iii) that would not,
individually  or  in  the  aggregate,  have a Material Adverse Effect on Parent.

     5.8     Absence  of  Adverse Changes.  Since January 5, 2004, there has not
             ----------------------------
been  any  change, event or circumstance that has had, or would have, a Material
Adverse  Effect  on  Parent.

     5.9     Actions  and  Proceedings.  Except  as  set forth in the Parent SEC
             -------------------------
Reports  or  in  Section  5.9  of  the  Parent Disclosure Schedule, there are no
                 ------------
actions,  suits  or  claims  or legal, administrative or arbitration proceedings
pending or, to the knowledge of Parent, threatened against Parent or Acquisition
Sub that, individually or in the aggregate, would have a Material Adverse Effect
on  Parent.  Except  as  set  forth  in  Section  5.9  of  the Parent Disclosure
                                         ------------
Schedule,  there is no writ, order, injunction, judgment or decree in effect or,
to  the  knowledge  of  Parent,  threatened  that  is  applicable  to  Parent or
Acquisition  Sub  or  by  which  any of their respective properties or assets is
bound  and  that,  individually  or  in  the aggregate, would be material to the
business  of  Parent  and  Acquisition  Sub  taken  as  a  whole.

     5.10     Proxy  Statement..  None  of  the  information  supplied by Parent
              ----------------
specifically  for inclusion or incorporation by reference in the Proxy Statement
will,  at  the  date it is first mailed to holders of Company Common Stock or at
the  time  of the Company Shareholders Meeting (except as supplemented by Parent
to  reflect  changes  in  information  so supplied at the time of such meeting),
contain  any  untrue  statement of a material fact or omit to state any material
fact  required to be stated therein or necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.


                              Page 28 of 51 Pages
<PAGE>
     5.11     Advisors'  Fees.  Except  for Bear Stearns, there is no investment
              ---------------
banker,  broker,  finder,  financial advisor or other intermediary that has been
retained  by  or is authorized to act on behalf of Parent or Acquisition Sub who
might  be  entitled  to any fee from Parent or Acquisition Sub (including, after
the  consummation  of  the  Merger from Parent or Acquisition Sub) in connection
with the Merger or any of the other transactions contemplated by this Agreement.

     5.12.     Company  Shares  and  Acquisition  Sub  Interests.
               -------------------------------------------------

          (a)     Except  as  set forth in Section 5.12 of the Parent Disclosure
                                           ------------
     Schedule,  neither Parent nor Acquisition Sub beneficially owns any Company
     Shares.  With  respect  to the Company Shares held by Parent or Acquisition
     Sub  as  set  forth  in Section 5.12 of the Parent Disclosure Schedule, (i)
                             ------------
     neither  Parent  nor  Acquisition  Sub  acquired any such Company Shares in
     connection  with  or  in  contemplation  of  the Merger and (ii) Parent and
     Acquisition  Sub  acquired such Company Shares more than two years prior to
     the  date  of  this  Agreement.

          (b)     Acquisition  Sub  currently  is,  and  at  all times since its
     formation  has been, organized as a corporation under the laws of the State
     of  Delaware.  Parent currently is, and at all times since the formation of
     Acquisition  Sub  has been, the sole owner of 100% of the outstanding stock
     of  Acquisition  Sub.

     5.13     Definition  of Parent's Knowledge.  As used in this Agreement, the
              ---------------------------------
phrase  "to  the  knowledge  of  Parent'  or any similar phrase means the actual
knowledge  of  the  individuals  identified  in  Section 5.13 of the Parent Disc
                                                 ------------
losure  Schedule.

     5.14     Financing.  Parent  has  obtained  all  necessary  financing
              ---------
commitments and unconditional approvals necessary to consummate the transactions
contemplated  hereby.

     5.15     Disclosure.  None  of  the  representations  or warranties made by
              ----------
Parent  herein,  or  made in any certificate furnished or to be furnished by it,
pursuant  to  the requirements of this Agreement, including any disclosures made
in  the Parent Disclosure Schedule, contain or will contain any untrue statement
of a material fact or omits or will omit any material fact, an omission of which
could,  in  light  of  the  circumstances  in  which it was made, be misleading.
Parent has no knowledge of any factors materially adversely affecting the future
prospect of Parent's business which has not been disclosed in this Agreement and
the  Disclosure  Schedule,  other  than any change, circumstance, fact, event or
effect  relating  to  (i) the securities markets in general, (ii) the economy in
general,  except  if  the Parent and its Subsidiaries is adversely affected in a
materially  disproportionate  manner as compared to similarly situated entities,
(iii)  the  industries  in which the Parent and its Subsidiaries operate and not
specifically  relating  to the Parent and its Subsidiaries, including changes in
legal, accounting or regulatory changes, or conditions, except if the Parent and
its  Subsidiaries  is adversely affected in a materially disproportionate manner
as  compared  to  other  comparable participants in such industries, or (iv) the
announcement of the Merger and the performance of the obligations of the parties
under  this  Agreement (including any cancellations or delays in contract awards
and  any  impact  on  relationships  with  customers,  prime  contractors,
subcontractors or suppliers to the extent but only to the extent relating to the
announcement  of the Merger or the performance of the obligations of the parties
hereunder).


                                    ARTICLE 6
                                    COVENANTS
                                    ---------

     6.1     Conduct  of  Businessby Company Pending the Merger.  After the date
             --------------------------------------------------
hereof  and  except  as  set  forth  in  Section  6.1  of the Company Disclosure
                                         ------------
Schedule,  prior  to  the Closing Date or earlier termination of this Agreement,
unless  Parent  shall  otherwise  agree  in  writing


                              Page 29 of 51 Pages
<PAGE>
(which  consent  shall  not be unreasonably withheld or delayed), Company shall,
and  shall cause its Subsidiaries, subject to restrictions imposed by applicable
law,  to:

          (a)     conduct  its  business  in  the  ordinary  and usual course of
     business  and  consistent  with  past  practice;

          (b)     not  (i)  amend  or  propose  to  amend  its  certificate  of
     incorporation or by-laws, (ii) split, combine or reclassify its outstanding
     capital stock, (iii) declare, set aside or pay any dividend or distribution
     payable  in  stock  or  property,  or  (iv) repurchase, redeem or otherwise
     acquire  any  of  its  outstanding  share  of  capital  stock;

          (c)     not  issue,  sell,  pledge  or  dispose of, or agree to issue,
     sell,  pledge  or  dispose  of,  any  additional shares of, or any options,
     warrants  or  rights  of  any  kind  to  acquire  any  shares of its or its
     Subsidiaries'  capital  stock, or any debt or equity securities convertible
     into, exchangeable for or exercisable for such capital stock, or enter into
     any  contract,  agreement, commitment or arrangement with respect to any of
     the foregoing, except for issuances of Company Common Stock pursuant to the
     exercise  of rights or options outstanding as of the date of this Agreement
     under  the  Company  Stock  Option Plans outstanding as of the date of this
     Agreement  and  except for issuance of Company Common Stock pursuant to the
     exercise  of  rights outstanding as of the date of this Agreement under the
     Company  Warrants  outstanding  as of the date of this Agreement and except
     for  equity  to  be  issued  under  Interim Additional Financing upon terms
     approved  by  Parent,  such  approval  not  to  be unreasonably withheld or
     delayed;

          (d)     not  (i)  incur  or become contingently liable with respect to
     any indebtedness for borrowed money, except for indebtedness incurred under
     the  Company's  revolving credit facility from time to time in the ordinary
     course  of  business,  and  except  for  debt  to  be  issued under Interim
     Additional Financing upon terms approved by Parent, such approval not to be
     unreasonably  withheld  or delayed, (ii) redeem, purchase, acquire or offer
     to  purchase  or  acquire  any  shares of its capital stock or any options,
     warrants  or  rights  to  acquire  any of its capital stock or any security
     convertible  into  or  exchangeable  for  its capital stock, (iii) make any
     acquisition  of  any assets or businesses or any other capital expenditures
     other  than expenditures for fixed or capital assets in the ordinary course
     of  business,  (iv)  sell,  pledge,  dispose  of  or encumber any assets or
     businesses  other  than sales in the ordinary course of business, (v) loan,
     advance  funds  or  make  any  investment in or capital contribution to any
     other  Person  other  than to any Subsidiary or to employees for travel and
     other business related expenses in the ordinary course of business, or (vi)
     enter  into any contract, agreement, commitment or arrangement with respect
     to  any  of  the  foregoing;

          (e)     use  commercially  reasonable  efforts  to preserve intact its
     business  organizations  and  goodwill,  keep available the services of its
     present  officers  and  key  employees,  preserve the goodwill and business
     relationships  with  customers,  suppliers  and  others  having  business
     relationships  with  Company  and,  except as permitted pursuant to Section
                                                                         -------
     6.3,  not  engage in any action, directly or indirectly, with the intent to
     ---
     adversely  impact  the  transactions  contemplated  by  this  Agreement;

          (f)     use  commercially  reasonable  efforts  to  maintain  with
     financially  responsible  insurance  companies  insurance  on  its tangible
     assets  and  its business in such amounts and against such risks and losses
     as  are  consistent  with  past  practice;

          (g)     not  enter  into  any plan of complete or partial liquidation,
     dissolution,  merger,  consolidation,  restructuring,  recapitalization  or
     other  reorganization of Company or any of its Subsidiaries (other than the
     transactions  contemplated  by  this  Agreement);


                              Page 30 of 51 Pages
<PAGE>
          (h)     not  alter,  through  merger,  liquidation,  reorganization,
     restructuring or any other fashion, the corporate structure or ownership of
     any  of  Company's  Subsidiaries;

          (i)     not  enter  into any sale, lease or license or suffer to exist
     any  Lien  (except  for  Permitted  Liens) in respect of any of its assets,
     other  than  (i)  Liens  securing  intercompany indebtedness, (ii) sales or
     dispositions  of  property  or inventory in the ordinary course of business
     consistent  with  past  practice,  (iii) leases and licenses with a term of
     less  than  one  year  of  property  in  the  ordinary  course  of business
     consistent  with  past practice, (iv) leases and licenses with a term of at
     least  one  year  of property in the ordinary course of business consistent
     with  past  practice  and  (v)  sales,  leases  or licenses with respect to
     immaterial  assets;

          (j)     not  enter  into  any  Material Contract and/or any Government
     Contract  in  excess  of  $100,000.00  Dollars or for a term in excess of 1
     year, other than contracts with clients entered into in the ordinary course
     of  business.

          (k)     except  as  required  by  generally  accepted  accounting
     principles,  not  revalue  in  any  material  respect of any of its assets,
     including  writing  down  the  value  of  inventory or writing-off notes or
     accounts receivables, or good will due to any impairment, other than in the
     ordinary  course  of  business  consistent  with  past  practice;

          (l)     change  any  of the accounting principles or practices used by
     it  (except  as  required  by  GAAP,  in which case written notice shall be
     provided  to  Parent  and  Acquisition  Sub  prior  to any such change), or
     restate,  or  become  obligated to restate, the financial statements in the
     Company's  10-K  or  Company's  10-Qs  (except  as  required  by  GAAP or a
     Governmental  Entity,  in  which  case  written notice shall be provided to
     Parent  and  Acquisition  Sub  prior  to  any  such  restatement);

          (m)     except  as  required  by  law  or  as  is consistent with past
     practice,  not  make  or  change  any  Tax  election, change any annual Tax
     accounting  period, adopt or change any method of Tax accounting, extend or
     waive any applicable statute of limitations with respect to Taxes, file any
     amended Tax Returns, enter into any closing agreement in respect of any Tax
     claim,  audit  or assessment, or surrender any right to claim a Tax refund,
     offset  or  other  reduction  in  Tax  liability;

          (n)     not  (i) grant any severance, retention or termination pay to,
     or amend any existing severance, retention or termination arrangement with,
     any  current  or  former director, officer or employee of Company or any of
     its  Subsidiaries,  except  for  severance  or  termination pay that may be
     payable  in accordance with the Company's existing severance or termination
     pay  policies  as  set  forth  in  Section  4.16  of the Company Disclosure
                                        -------------
     Schedule  in  the  ordinary course of business, (ii) increase or accelerate
     the  payment  or vesting of, benefits payable under any existing severance,
     retention  or termination pay policies or employment agreements except that
     Company  may  elect to accelerate the vesting of the Company Stock Options,
     (iii) enter into or amend any employment, consulting, deferred compensation
     or  other  similar  agreement  with  any  director,  officer, consultant or
     employee  of  Company  or  any  of  its  Subsidiaries other than consulting
     agreements  with  clients  entered into in the ordinary course of business,
     (iv)  establish,  adopt or amend (except as required by applicable law) any
     collective  bargaining  agreement,  bonus, profit-sharing, thrift, pension,
     retirement,  post-retirement medical or life insurance, retention, deferred
     compensation, compensation, stock option, restricted stock or other benefit
     plan  or  arrangement  covering  any present or former director, officer or
     employee,  or  any  beneficiaries  thereof,  of  Company  or  any  of  its
     Subsidiaries  or  (v)  increase  the  compensation, bonus or other benefits
     payable  to  any  director,  officer  or  employee of Company or any of its
     Subsidiaries,  except  for  salary  increases  as  a  result  of  employee
     promotions in the ordinary course of business


                              Page 31 of 51 Pages
<PAGE>
     consistent  with  past  practice  or  required  by  the  terms  of existing
     arrangements,  policies  or  agreements set forth in the Company Disclosure
     Schedule;  or

          (o)     enter  into  or  authorize an agreement with respect to any of
     the  foregoing  actions,  or commit to take any action to effect any of the
     foregoing  actions.

     6.2     Control  of  Operations.  Nothing contained in this Agreement shall
             -----------------------
give  to Parent or Acquisition Sub, directly or indirectly, rights to control or
direct  the  operations  of  Company  prior to the Effective Time.  Prior to the
Effective Time, Company shall exercise, consistent with the terms and conditions
of this Agreement, complete control and supervision of its and its Subsidiaries'
operations.

     6.3     No  Solicitation  by  Company.
             -----------------------------

          (a)     Company  agrees  that  it  and  its Subsidiaries will not (and
     Company  will  not  permit  its  or  its Subsidiaries' officers, directors,
     employees,  agents  or  representatives, including any investment banker or
     other  financial  advisor, attorney, consultant, accountant or other Person
     retained  by  Company  or  any  of  its  Subsidiaries,  to):

               (i)     directly  or  indirectly,  solicit, initiate or knowingly
          facilitate  or  encourage  the making by any Person (other than Parent
          and  its  Subsidiaries)  of  any  inquiry,  proposal or offer or other
          agreement  (including any proposal or offer to Company's Stockholders)
          that  constitutes  or  would lead to, a proposal for any tender offer,
          merger,  consolidation,  recapitalization,  reorganization,  share
          exchange,  business  combination,  liquidation, dissolution or similar
          transaction  involving  Company or any of its Subsidiaries and a third
          party,  or  any  acquisition  by  a third party of any Company Capital
          Stock  (other than Company Common Stock issued by the Company upon the
          exercise of the Company Stock Options and/or the Company Warrants that
          are  outstanding on the date hereof in accordance with their terms and
          other than in connection with any Interim Additional Financing) or any
          business  or  assets of Company or any of its Subsidiaries (other than
          acquisitions  of  a  business  or  assets  in  the  ordinary course of
          business  that  constitute  less  than  5%  of  the  net revenues, net
          operating  income and assets of Company and its Subsidiaries, taken as
          a whole), or any combination of the foregoing, in a single transaction
          or  a  series  of  related transactions (in each case, an "Acquisition
          Proposal");

               (ii)     directly  or  indirectly,  participate  or  engage  in
          discussions  or  negotiations  concerning an Acquisition Proposal (and
          Company, its Subsidiaries and all such Persons shall immediately cease
          and  cause  to  be terminated any existing discussions or negotiations
          with  any  third  parties  conducted  heretofore  with  respect to any
          Acquisition  Proposal),  or  furnish  or  disclose  to  any Person any
          information  with  respect  to  or  in  furtherance of any Acquisition
          Proposal,  or  provide  access to its properties, books and records or
          other  information  or  data  to  any  Person  with  respect  to or in
          furtherance  of  any  Acquisition  Proposal;

               (iii)     grant  any  waiver or release under any confidentiality
          agreement,  standstill  agreement or similar agreement with respect to
          Company  or  any  of  its  Subsidiaries;  or

               (iv)     execute  or  enter  into any agreement, understanding or
          arrangement  with  respect  to any Acquisition Proposal, or approve or
          recommend  or propose to approve or recommend any Acquisition Proposal
          or  any  agreement,  understanding  or  arrangement  relating  to  any
          Acquisition  Proposal  (or resolve or authorize or propose to agree to
          do  any  of  the  foregoing  actions).


                              Page 32 of 51 Pages
<PAGE>
          (b)     Nothing  contained  in  the  foregoing  Section  6.3(a)  shall
                                                          ---------------
     prevent  Company or its Board of Directors, at any time prior to receipt of
     Stockholders'  Approval  with  respect  to  the Merger, from (i) taking and
     disclosing  to  the  Stockholders a position contemplated by Rule 14d-9 and
     Rule  14e-2(a)  promulgated  under  the  Exchange  Act  (or  any  similar
     communication  to  stockholders  required to be made by applicable statute,
     law,  rule  or  regulation  in connection with the making or amendment of a
     tender  offer  or  exchange  offer)  or  from  making  any legally required
     disclosure  to  Stockholders  with  regard  to  any  Acquisition  Proposal;
     provided,  however,  that  neither  Company  nor  the Board of Directors of
     Company  shall,  except  as  specifically  permitted  by  Section  6.4(b),
                                                               ---------------
     withdraw,  withhold,  modify  or  change  any recommendation regarding this
     Agreement,  the  Merger  or  the  other transactions contemplated hereby or
     approve,  recommend or declare advisable any Acquisition Proposal, and (ii)
     providing  information  (pursuant  to  a  confidentiality  agreement  in
     substantially  the  same  form  and  on substantially the same terms as the
     Confidentiality Agreement and which does not prevent Company from complying
     with  its  obligations  under  this  Agreement)  to  or  engaging  in  any
     negotiations  or  discussions  with any Person or group who has made (A) an
     unsolicited  bona  fide  Acquisition  Proposal  with  respect to all of the
     outstanding  shares  of  capital  stock  of  Company  (whether by tender or
     exchange offer, merger, consolidation or otherwise) or all or substantially
     all  of  the  assets of Company if, with respect to such actions, or (B) an
     unsolicited  bona  fide proposal for a Material Equity Financing (x) in the
     good  faith  judgment  of  the  Board  of Directors of Company, taking into
     account,  among  other things, the likelihood of consummation and the other
     terms  and  conditions  of  such  Acquisition  Proposal  or Material Equity
     Financing  and  after  discussions  with  its  financial  advisors,  such
     Acquisition  Proposal  or  Material  Equity  Financing  is  believed  to be
     reasonably  likely to result in a transaction more favorable to the holders
     of Company Common Stock than the Merger (a "Superior Proposal") and (y) the
                                                 -------- --------
     Board  of  Directors  of  Company  (after  consultation  with outside legal
     counsel)  believes  that  that failure to do so would violate its fiduciary
     duties.

          (c)     Company agrees that it will notify Parent promptly (and in any
     event  within  twenty-four  hours  of  receipt)  if  any  proposal or offer
                    ------------------
     relating  to  or  constituting  an  Acquisition Proposal or Material Equity
     Financing  is  received  by,  any  information  is  requested  from, or any
     discussions  or  negotiations are sought to be initiated or continued with,
     Company  or  any  of  its  officers,  directors,  employees,  agents  or
     representatives.  The  notice shall be in writing and state the identity of
     the  Person  or  group  making  such request or inquiry or engaging in such
     negotiations  or discussions and the material terms (including in the event
     of  an oral offer or proposal, a writing that sets forth the material terms
     of  such oral offer or proposal) and conditions of any Acquisition Proposal
     or  Material  Equity Financing. Thereafter, Company shall keep Parent fully
     informed  on  a  prompt basis (and in any event within forty-eight hours of
                                                            -----------------
     receipt)  of any material changes, additions or adjustments to the terms of
     any  such  proposal  or  offer.

          (d)     Nothing in this Section 6.3 shall permit Company to enter into
                                  -----------
     any  agreement  with  respect to an Acquisition Proposal or Material Equity
     Financing  during  the term of this Agreement, it being agreed that, during
     the term of this Agreement, Company shall not enter into any agreement with
     any Person with respect to or that provides for, or in any way facilitates,
     an  Acquisition  Proposal  or  Material  Equity  Financing,  other  than  a
     confidentiality  agreement  permitted  by  Section  6.3(b).
                                                ---------------

          (e)     Notwithstanding  any  other  provision  of this Agreement, if,
     prior  to  obtaining Stockholders' Approval with respect to the Merger, the
     Board  of Directors of Company determines, in its good faith judgment, that
     an  Acquisition  Proposal  or  Material  Equity  Financing  is  a  Superior
     Proposal,  the  Board  of Directors of Company may terminate this Agreement
     (subject  to  Company's  obligations  under  Article  8);  provided,  that
                                                  ----------


                              Page 33 of 51 Pages
<PAGE>
               (i)     Company  provides at least three (3) business days' prior
          written  notice  to  the  Parent  of  its  intention to terminate this
          Agreement  in  the  absence  of  any  further  action  by  Parent,

               (ii)     during  such  three  (3)  Business Day period (or longer
          period  if  extended  by  the mutual agreement of Company and Parent),
          Company  agrees  to negotiate in good faith with Parent regarding such
          changes  as  Parent  may propose to the terms of this Agreement, which
          would  make  the terms of this Agreement more favorable to the holders
          of  Company  Common  Stock  than  the  Superior  Proposal;  and

               (iii)     the  Board  of  Directors  of Company determines (after
          receipt  of  advice  from its outside legal counsel and an independent
          financial  advisor)  that  the Acquisition Proposal or Material Equity
          Financing is a Superior Proposal taking into account any modifications
          to  the terms of this Agreement proposed in writing by Parent, and the
          Board  of  Directors  of  Company  determines  in good faith that such
          actions  are  required  by its fiduciary duties under Delaware law. In
          the event of termination of this Agreement as provided in this Section
                                                                         -------
          6.3(e),  this Agreement shall forthwith become void and there shall be
          ------
          no  further obligation on the part of Company, Parent, Acquisition Sub
          or  their  respective  officers  or  directors,  except as provided in
          Section  8.3  and  except  that  in  the case of any such termination,
          ------------
          Section  6.6(b),  Section  6.8  and  Section  9.2  shall  survive.
          ---------------   ------------       ------------

Nothing  in  this  Section  6.3(e)  shall relieve Company from liability for any
                   ---------------
willful  or  intentional  breach  of  this  Agreement.

     6.4     Meeting  of  Company  Stockholders.
             ----------------------------------

          (a)     Subject  to  Section  6.7 hereof, Company will take all action
                               ------------
     necessary  in  accordance  with  applicable  law  and  its  certificate  of
     incorporation  and  bylaws to convene as promptly as reasonably practicable
     after  the  date  hereof  a  meeting  (the  "Stockholders' Meeting") of the
     holders  of  Company  Common  Stock (the "Company Common Stockholders") and
     shall  submit the Merger for approval by the Company Common Stockholders at
     such  meeting  or  any  adjournment  thereof.

          (b)     Subject  to  Section  6.3,  Company,  through  its  Board  of
                               ------------
     Directors,  shall  recommend  approval  and  adoption  of the Merger by the
     Company Common Stockholders at the Stockholders' Meeting or any adjournment
     thereof;  provided  that  the Board of Directors of Company may at any time
     prior  to  receipt of the Stockholders' Approval with respect to the Merger
     approve,  recommend  and  declare  advisable  any Superior Proposal, if the
     Board  of  Directors  of  Company determines in good faith after receipt of
     advice  from  its outside legal counsel that such action is required by its
     fiduciary  obligations  under  Delaware  law  and  Company  terminates this
     Agreement  as  provided  for  in  Section  8.1(b)(ii).
                                       -------------------

          (c)     For the avoidance of doubt and notwithstanding anything to the
     contrary contained in this Agreement, Company shall not be required to hold
     the  Stockholders'  Meeting  if  this  Agreement  is  terminated.

     6.5     Agreement  to  Cooperate.
             ------------------------

          (a)     Subject  to  the terms and conditions herein provided, each of
     the  parties hereto shall use its reasonable best efforts to take, or cause
     to  be  taken,  all  action  and  to  do,  or  cause to be done, all things
     necessary, proper or advisable under applicable laws to consummate and make
     effective  the  transactions  contemplated  by  this  Agreement,  subject,
     however, to the requisite vote of the Company Common Stockholders. Prior to


                              Page 34 of 51 Pages
<PAGE>
     the  Effective  Time,  (i) Parent shall plan and adopt procedures that will
     expedite,  to the fullest extent reasonably and commercially practical: (A)
     the  process  in  Section  3.4(a)  to  deliver and otherwise provide to the
                       ---------------
     Stockholders the Merger Consideration , and (B) procedures for the exercise
     of  Company  Stock  Options  and  the  purchase  of the Company Warrants by
     Parent;  and  (ii)  Company  shall,  to  the  fullest  extent  commercially
     practical,  cooperate  with  Parent  in  connection  with the foregoing and
     assist  Parent  in such efforts. Prior to the Effective Time, Company shall
     use  commercially  reasonable efforts, and Parent and Acquisition Sub shall
     use  their commercially reasonable efforts to cooperate and assist Company,
     to  obtain  all consents of any third parties that may be necessary for the
     consummation  of  the  Merger.

          (b)     Each of Parent and Company undertake to contest and resist any
     action,  including  any legislative, administrative or judicial action, and
     to  have  vacated,  lifted,  reversed  or  overturned any decree, judgment,
     injunction  or  other  order  (whether temporary, preliminary or permanent)
     that  restricts, prevents or prohibits the consummation of the transactions
     contemplated  by  this  Agreement, provided, however, that neither party is
     required  to  contest  or  appeal  any such order issued by a United States
     Court  of  Appeals.

          (c)     Notwithstanding  anything  in  this Agreement to the contrary,
     neither  Parent  nor any of its Affiliates shall be under any obligation to
     make  proposals,  execute  or  carry  out  agreements  or  submit to orders
     providing  for  the  sale or other disposition or holding separate (through
     the  establishment  of a trust or otherwise) of any assets or categories of
     assets  of  the  Parent,  any  of  its Affiliates, or Company or any of its
     Affiliates,  or seeking to impose any material limitation on the ability of
     Parent  or  any  of  its  Affiliates  to conduct their business or own such
     assets or to acquire, hold or exercise full rights of ownership of Company.

     6.6     Access to Information.
             ---------------------

          (a)     Company  has given and will continue to give to Parent and its
     accountants,  counsel,  financial  advisors  and other representatives (the
     "Parent  Representatives"),  reasonable access in accordance with the terms
     of  the  Confidentiality  Agreement  during  normal  business  hours to its
     personnel, properties, books, contracts, commitments and records; provided,
     however,  that no investigation pursuant to this Section 6.6(a) shall amend
                                                      --------------
     or  modify  any representations or warranties made herein or the conditions
     to  the  obligations  of  the  respective parties to consummate the Merger;
     provided,  further,  that  the  foregoing right of access shall not require
     furnishing  information  that  would, in the reasonable opinion of counsel,
     violate  any  laws,  or any confidentiality agreements with respect to such
     information.

          (b)     The  Confidentiality  Agreement shall remain in full force and
     effect  until  Closing  and,  if  this  Agreement is terminated pursuant to
     Article 8, such Confidentiality Agreement shall continue in accordance with
     ---------
     its  terms. The Company hereby waives the provisions of the Confidentiality
     Agreement  as and to the extent necessary to permit the consummation of the
     Merger.

          (c)     Company  shall  promptly  advise  Parent  in  writing when the
     Company  becomes  aware  of any change or the occurrence of any event after
     the  date  of this Agreement having, or which, insofar as can reasonably be
     foreseen,  in  the  future  may have, a Material Adverse Effect on Company.

     6.7     Proxy  Statement.
             ----------------


                              Page 35 of 51 Pages
<PAGE>
          (a)     Company  shall  prepare  as promptly as practicable, the proxy
     statement pursuant to Regulation 14A under the Exchange Act with respect to
     the  Stockholders'  Meeting  (the "Proxy Statement"). Company shall use its
     reasonable  best  efforts to have the Proxy Statement cleared by the SEC on
     or  prior to eight (8) weeks after the execution of this Agreement. Company
     shall,  as  promptly  as  practicable after receipt thereof, provide Parent
     with  copies of any written comments, and advise it of any oral comments or
     communications regarding the Proxy Statement received from the SEC. Company
     shall  cooperate and provide Parent with a reasonable opportunity to review
     and  comment on any amendment or supplement to the Proxy Statement prior to
     filing  the  same  with the SEC, and will provide Parent with a copy of all
     such  filings  made  with  the  SEC.

          (b)     Company  will  use  its  reasonable  best efforts to cause the
     Proxy Statement to be mailed to the Company Common Stockholders as promptly
     as  practicable after the execution of this Agreement but in no event later
     than one week after the receipt of clearance by Company from the SEC of the
     Proxy  Statement.  Company  shall furnish all information concerning it and
     the  holders  of  its  capital  stock  as  may  be  reasonably requested in
     connection with any such action. Company will advise Parent, promptly after
     it  receives notice thereof, of any request by the SEC for amendment of the
     Proxy  Statement.

          (c)     Company  agrees  that  the  information  provided  by  it  for
     inclusion  in the Proxy Statement and each amendment or supplement thereto,
     at  the  time  of  mailing  thereof  and  at  the time of the Stockholders'
     Meeting, will not include an untrue statement of a material fact or omit to
     state  a  material  fact required to be stated therein or necessary to make
     the statements therein, in light of the circumstances under which they were
     made,  not  misleading.  If at any time prior to the Stockholders' Meeting,
     there shall occur any event with respect to Company or its Subsidiaries, or
     with  respect  to  any information provided by Company for inclusion in the
     Proxy  Statement  , which event is required to be described in an amendment
     of  or  supplement  to  the  Proxy Statement , such amendment or supplement
     shall  be  promptly  filed with the SEC, as required by applicable law, and
     disseminated  to  the  Company  Common  Stockholders.

     6.8     Expenses  and  Fees.  Except as may be otherwise expressly provided
             -------------------
in  this  Agreement,  all  costs  and  expenses incurred in connection with this
Agreement  and  the transactions contemplated thereby shall be paid by the party
incurring  such  expenses,  whether or not the Merger is consummated.  WCP, WCPC
and  WCL  shall  be  solely  responsible for paying all their costs and expenses
incurred  in  connection  with  this Agreement and the transactions contemplated
thereby  that  are applicable to them.  None of such costs and expenses shall be
paid  by  Company,  Parent  or  Acquisition  Sub.

     6.9     Public  Statements.  Company,  on  the  one  hand,  and  Parent and
             ------------------
Acquisition Sub, on the other hand, agree that, from the date hereof through the
Closing  Date,  no  public  release  or announcement concerning the transactions
contemplated  hereby  shall  be  issued  or  made by any party without the prior
consent  of  the other party or parties (which consent shall not be unreasonably
withheld),  except (a) as such release or announcement may be required by law or
the rules or regulations of any United States securities exchange, in which case
the  party  required  to  make the release or announcement shall allow the other
party  or  parties reasonable time to comment on such release or announcement in
advance  of  such  issuance,  and  (b)  that each of Parent, Acquisition Sub and
Company  and  their respective Affiliates may make such an announcement to their
respective  employees  after  consultation  with  the  other  parties.

     6.10     Company  Employees,  Employee  Benefit  Plan  Transition,  Etc.
              --------------------------------------------------------------

          (a)     Surviving  Corporation shall honor, maintain and perform on or
after  the  Effective  Time  and for a period of thirty (30) days thereafter (or
such  longer  period  as  may  be  necessary


                              Page 36 of 51 Pages
<PAGE>
to  take  into account any applicable enrollment dates under the Parent Employee
Plans),  as  may  be  extended  by  Parent  for  any  reason without deductions,
counterclaims,  interruptions  or  deferment  (other  than  withholding  under
applicable  law  or  expressly  authorized  by  a Company Employee Plan), all of
Company  and  Company  Subsidiary's  obligations under Company Employee Plans as
such  Company  Employee Plans are in effect as of the Effective Time. Nothing in
this  section shall be construed to require the accrual of any benefit under any
Company  Employee  Plans  past  the  applicable date set forth above or preclude
Parent from amending or terminating any such Company Employee Plans effective on
or  after  the  applicable  date  set  forth  above.

          (b)     Commencing  as  of  the  applicable  date  set  forth above in
Section  6.10(a),  Parent  shall  cause  the  continuing  Company  Employees  of
----------------
Surviving  Corporation,  while  employed by Surviving Corporation, to be able to
participate  in  the  Parent  Employee  Plans  and  provide  employee  benefits
(including,  but  not  limited  to,  pension,  welfare,  incentive compensation,
severance,  and  vacation pay benefits) that similarly situated Parent employees
participate  in.

          (c)     Parent  and  its  Subsidiaries shall cause the Parent Employee
Plans  that cover the continuing Company Employees or any of their dependents or
their  beneficiaries  to  treat  the  employment  and  service of the continuing
Company  Employees  with  the  Company  and  Company's  Subsidiaries through the
Effective  Time  as  employment and service with Parent and its subsidiaries for
all  purposes  under  Parent  Employee  Plans  that cover the continuing Company
Employees.

     6.11     Notification  of  Certain  Matters;  Supplemental  Disclosure.
              -------------------------------------------------------------

          (a)     Each  of  Company,  Parent  and Acquisition Sub agrees to give
prompt  notice  to  each  other  of,  and  to  use their respective commercially
reasonable  efforts to prevent or promptly remedy, (i) the occurrence or failure
to  occur  or the impending or threatened occurrence or failure to occur, of any
event  which  occurrence or failure to occur would be likely to cause any of its
representations  or  warranties  in this Agreement to be untrue or inaccurate in
any  material respect at any time from the date hereof to the Effective Time and
(ii)  any  material  failure on its part to comply with or satisfy any covenant,
condition  or  agreement  to  be  complied  with  or  satisfied by it hereunder;
provided, however, that the delivery of any notice pursuant to this Section 6.11
                                                                    ------------
shall  not  limit  or  otherwise  affect the remedies available hereunder to the
party  receiving  such  notice.

          (b)     Until  the  Closing,  Parent  and  Company  shall  have  the
continuing  obligation to promptly supplement the information contained in their
respective  disclosure  schedules  attached  hereto with respect to any material
matter hereafter arising or discovered which, if in existence on the date hereof
and  known  at  the  date  of this Agreement, would have been required to be set
forth  or  described  in  such  disclosure  schedules.

          (c)     Neither  the  supplementation  of  the  disclosure  schedules
pursuant  to the obligation in Section 6.11(b) nor any disclosure after the date
                               ---------------
hereof  of the untruth of any representation and warranty made in this Agreement
shall operate as a cure of the failure to disclose the information, or a cure of
any representation or warranty made herein, which representation or warranty was
untrue  as  of  the  date  hereof.

     6.12     Reliance  Upon  and Enforcement of Warranties, Representations and
              ------------------------------------------------------------------
Agreements of Company.  Company hereby agrees that, notwithstanding any right of
---------------------
Parent  or  Acquisition  Sub to fully investigate the affairs of Company and the
Subsidiaries  of  Company, and notwithstanding any knowledge of facts determined
or  determinable by Parent and/or Acquisition Sub pursuant to such investigation
or  right  of  investigation,  Parent and Acquisition Sub have the right to rely
fully  upon the representations, covenants, warranties and agreements of Company
contained  in  this  Agreement, and upon the accuracy of any document, schedule,
certificate or


                              Page 37 of 51 Pages
<PAGE>
exhibit  given  or  delivered  to  Parent  and  Acquisition  Sub pursuant to the
provisions  of  this  Agreement.

     6.13     Reliance  Upon  and Enforcement of Representations, Warranties and
              ------------------------------------------------------------------
Agreements  of  Parent  and  Acquisition Sub.  Parent and Acquisition Sub hereby
---------------------------------------------
agree  that,  notwithstanding  any  right  of  Company  to fully investigate the
affairs of Parent and Acquisition Sub and notwithstanding any knowledge of facts
determined or determinable by Company pursuant to such investigation or right of
investigation,  Company  has  the  right to fully rely upon the representations,
covenants,  warranties and agreements of Parent and Acquisition Sub contained in
this  Agreement  and  upon  the accuracy of any document, certificate or exhibit
given  or  delivered  to  Company  pursuant to the provisions of this Agreement.

     6.14     Indemnification.
              ---------------

          (a)     Subject  to  the  occurrence  of the Effective Time, until the
     three  year  anniversary  of  the  date  on which the Effective Time occurs
     (provided, however, that all rights and indemnification with respect of any
     claim  asserted  or  made within such period shall continue until the final
     disposition of such claim), Parent and the Surviving Corporation agree that
     all  rights to indemnification or exculpation now existing in favor of each
     present  and  former employee, agent, fiduciary, director or officer of the
     Company  and  the  Subsidiaries  of  Company (the "Indemnified Parties") as
     provided in the respective charters or by-laws or otherwise in effect as of
     the date hereof shall survive and remain in full force and effect. From and
     after  the  Effective Time, Parent and the Surviving Corporation also agree
     to  indemnify  and  hold  harmless  the  present  and  former  officers and
     directors of the Company and the Subsidiaries of Company in respect of acts
     or  omissions  occurring prior to the Effective Time to the extent provided
     in any written indemnification agreements between the Company and/or one or
     more  Subsidiaries of Company and such officers and directors and listed in
     Section  6.14 of the Company Disclosure Schedule. Nothing contained in this
     -------------
     Section  6.14  shall diminish the rights of the present and former officers
     -------------
     and  directors  of the Company and the Subsidiaries of the Company pursuant
     to  such  indemnification agreements and, in the case any of the provisions
     of  this  Section  6.14  conflict  with  the  terms of such indemnification
               -------------
     agreements,  the  terms  of  such indemnification agreements shall control.

          (b)     In  the event of any threatened or actual claim, action, suit,
     demand,  proceeding  or  investigation,  whether  civil,  criminal  or
     administrative,  including,  without  limitation,  any  such claim, action,
     suit,  demand,  proceeding or investigation in which any person who is now,
     or  has  been at any time prior to the date hereof, or who becomes prior to
     the Effective Time, an Indemnified Party is, or is threatened to be, made a
     party  based in whole or in part on, or arising in whole or in part out of,
     or pertaining to (i) the fact that he or she is or was a director, officer,
     employee,  fiduciary  or agent of the Company or any of the Subsidiaries of
     Company,  or  is or was serving at the request of the Company or any of the
     Subsidiaries of Company as a director, officer, employee, trustee, partner,
     fiduciary  or  agent  of  another  corporation, partnership, joint venture,
     trust,  pension or other employee benefit plan or other enterprise, or (ii)
     the  negotiation,  execution or performance of this Agreement or any of the
     transactions  contemplated  hereby, whether in any case asserted or arising
     before  or  after the Effective Time, the parties hereto agree to cooperate
     and  use  their  commercially reasonable best efforts to defend against and
     respond  thereto.  It  is  understood  and  agreed  that  the Company shall
     indemnify  and  hold  harmless,  and after the Effective Time the Surviving
     Corporation  and  Parent  shall  indemnify and hold harmless, as and to the
     full extent permitted by applicable law, each Indemnified Party against any
     losses, claims, damages, liabilities, costs, expenses (including reasonable
     attorneys'  fees  and  expenses),  judgments,  fines  and  amounts  paid in
     settlement  in connection with any such threatened or actual claim, action,
     suit,  demand,  proceeding  or  investigation, and in the event of any such
     threatened  or  actual  claim,  action,  suit,  demand,  proceeding  or
     investigation  (whether  asserted  or


                              Page 38 of 51 Pages
<PAGE>
     arising  before  or  after  the  Effective  Time), (A) the Company, and the
     Surviving  Corporation  and Parent after the Effective Time, shall promptly
     pay  reasonable  expenses in advance of the final disposition of any claim,
     suit,  proceeding  or  investigation  to each Indemnified Party to the full
     extent permitted by law, (B) the Indemnified Parties may retain one counsel
     (plus  one  local  counsel) reasonably satisfactory to them and Parent, and
     the  Company  and the Surviving Corporation shall pay all fees and expenses
     of such counsel for the Indemnified Parties within 30 days after statements
     therefor  are  received;  and  (C)  the  Company,  Parent,  the  Surviving
     Corporation  and  the  Indemnified  Parties  shall  use  their  respective
     commercially  reasonable  best efforts to assist in the vigorous defense of
     any  such  matter;  provided  that  none  of  the  Company,  the  Surviving
     Corporation  or  Parent shall be liable for any settlement effected without
     its  prior  written  consent  (which  consent  shall  not  be  unreasonably
     withheld);  and  provided further that the Surviving Corporation and Parent
     shall  have  no obligation hereunder to any Indemnified Party when and if a
     court  of  competent  jurisdiction  shall  ultimately  determine,  and such
     determination  shall  become final and non-appealable, that indemnification
     of  such  Indemnified Party in the manner contemplated hereby is prohibited
     under  applicable  law  (whereupon any advances received shall be repaid to
     Parent  or  the  Surviving  Corporation).  Any Indemnified Party wishing to
     claim indemnification under this Section 6.14(b), upon learning of any such
                                      ---------------
     claim,  action,  suit,  demand, proceeding or investigation, shall promptly
     notify the Company and, after the Effective Time, the Surviving Corporation
     and  Parent;  provided  that  the failure to so notify shall not affect the
     obligations  of the Company, the Surviving Corporation and Parent except to
     the  extent  such  failure  to  notify  materially  prejudices  such party.

          (c)     Prior  to  the  Effective  Time, the Company shall purchase an
     extended  reporting  period  endorsement  under  the  Company's  existing
     directors'  and  officers'  liability  insurance coverage for the Company's
     directors  and  officers  in  a  form acceptable to the Company which shall
     provide  such  directors  and  officers  with  coverage for three (3) years
     following  the Effective Time of not less than the existing coverage under,
     and  have  other  terms  not materially less favorable on the whole to, the
     insured  persons  than  the  directors'  and  officers' liability insurance
     coverage presently maintained by the Company, so long as the annual cost is
     $200,000.00 or less. In the event that $200,000.00 is insufficient for such
     coverage,  the  Company  may  spend  up  to that amount to purchase as much
     coverage  as  is commercially obtainable. Parent shall, and shall cause the
     Surviving  Corporation to, maintain such policies in full force and effect,
     and  continue  to  honor the obligations thereunder. Company shall have the
     right,  but not the obligation, to subsititue therefor policies of at least
     the same coverage and amounts containing terms and conditions which are not
     materially  less  favorable  than  such  policy.

          (d)     In  the  event  Parent or any of its successors or assigns (i)
     consolidates  with  or  merges  into  any other Person and shall not be the
     continuing  or  surviving  corporation  or  entity of such consolidation or
     merger,  or  (ii)  transfers  or  conveys  all  or substantially all of its
     properties  and  assets  to any Person, then, and in each such case, to the
     extent necessary, proper provision shall be made so that the successors and
     assigns  of  Parent  assume the obligations set forth in this Section 6.14.
                                                                   ------------

          (e)     The provisions of this Section 6.14 are intended to be for the
                                         ------------
     benefit  of, and shall be enforceable by, each Indemnified Party and his or
     her  heirs  and  representatives.

     6.15     Maintenance of Company Records.  Parent and its Subsidiaries shall
              ------------------------------
maintain  the  books,  records and files of Company which exist at the Effective
Time  and  which  become  subject  to  the  direct or indirect control of Parent
pursuant  to  the Merger in accordance with Parent's document retention policies
as  they  exist  from  time  to  time.


                              Page 39 of 51 Pages
<PAGE>
     6.16     Stockholder  Litigation.  Company  shall  keep Parent informed of,
              -----------------------
and  cooperate  with  Parent  in  connection with, any stockholder litigation or
claim against Company and/or its directors or officers relating to the Merger or
the  other  transactions contemplated by this Agreement; provided, however, that
no  settlement in connection with such stockholder litigation shall be agreed to
without  Parent's prior written consent, which consent shall not be unreasonably
withheld,  conditioned  or  delayed;  provided, further, that all obligations in
this  Section  6.16  shall  be  subject  to  the  obligations  of  Company under
      -------------
applicable  laws  relating  to  attorney-client  communication  and  privilege.

     6.17     Affiliates.  Prior  to  the Closing Date, Company shall deliver to
              ----------
Parent a letter identifying all Persons that, to Company's knowledge, are at the
time  this  Agreement  is  submitted  for  adoption  by  the  Company  Common
Stockholders,  "affiliates"  of  Company  for  purposes  of  Rule  145 under the
Securities  Act.  Company  shall  use  its reasonable best efforts to cause each
such  Person  to  deliver  to  Parent  on or prior to the Closing Date a written
agreement  containing  customary and reasonable terms and conditions relating to
resales  by  such  affiliates  of  Parent  Common  Stock acquired in the Merger.

     6.18     Resignations.  Upon  the  written request of Parent, Company shall
              ------------
cause  any  or  all  of  the officers of the Company and all of the officers and
directors  of  each  Company  Subsidiary  to  resign  or  be removed or, ask the
officers  to resign or be terminated, effective as of the Closing.  In addition,
Company  and  each  Company  Subsidiary shall request all directors to resign at
Closing,  except  to  the  extent  otherwise  indicated  by  Parent.


                                    ARTICLE 7
                                   CONDITIONS
                                   ----------

     7.1     Conditions  to  Each  Party's Obligation to Effect the Merger.  The
             -------------------------------------------------------------
respective  obligations  of  each party to effect the Merger shall be subject to
the  fulfillment  at  or  prior to the Closing Date of the following conditions:

          (a)     this  Agreement and the transactions contemplated hereby shall
     have  been approved and adopted by the requisite vote of the Company Common
     Stockholders  under  applicable  law;

          (b)     the  Agreement with WCP, WCPC and WCL shall have been executed
     and  be  in  full  force  and  effect;

          (c)     no  laws  shall  have  been  adopted  or  promulgated,  and no
     temporary  restraining  order, preliminary or permanent injunction or other
     order  issued  by  a  court  or  other  Governmental  Entity  of  competent
     jurisdiction  shall  be  in  effect, having the effect of making the Merger
     illegal  or  otherwise  prohibiting  consummation  of the Merger; provided,
     however,  that the provisions of this Section 7.1(c) shall not be available
                                           --------------
     to  any  party whose failure to fulfill its obligations pursuant to Section
                                                                         -------
     6.5  shall have been the cause of, or shall have resulted in, such order or
     ---
     injunction;

          (d)     all  governmental  waivers,  consents,  orders  and  approvals
     legally  required  for  the consummation of the Merger and the transactions
     contemplated  hereby  shall  have  been  obtained  and  be in effect on the
     Closing  Date,  other than those, the failure of which to be obtained would
     not  have,  individually  or in the aggregate, a Material Adverse Effect on
     Parent;

     7.2     Conditions to Obligation  of  Company to Effect the Merger.  Unless
             ----------------------------------------------------------
waived  in  writing  by  Company, the obligation of Company to effect the Merger
shall  be  subject  to  the  fulfillment  at or prior to the Closing Date of the
following  additional  conditions:


                              Page 40 of 51 Pages
<PAGE>
          (a)     Parent  and  Acquisition  Sub  shall  have  performed  in  all
     material  respects  their covenants contained in this Agreement required to
     be  performed  at  or  prior  to  the  Effective  Time.

          (b)     the  representations  and warranties of Parent and Acquisition
     Sub  contained  in  this Agreement shall be true and correct when made, and
     the  representations  and  warranties set forth in Article V above shall be
     true  and  correct  as  of  the Effective Time as if made at and as of such
     time,  except  as  expressly  contemplated  or permitted by this Agreement,
     except for representations and warranties relating to a time or times other
     than the Effective Time which were or will be true and correct at such time
     or  times  and except where the failure or failures of such representations
     and warranties to be so true and correct, individually or in the aggregate,
     does  not  result  or would not result in a Material Adverse Effect without
     taking  into  consideration  any  materiality  or  knowledge qualifier that
     applies  to  such  representation  or  warranty.

          (c)     Parent  and  Acquisition  Sub  shall  have furnished Company a
     certificate  dated  the  date  of  the Closing, signed on its behalf by the
     Chief Executive Officer, President or Chief Financial Officer of Parent and
     Acquisition  Sub,  as applicable, to the best of their knowledge and belief
     after  due  inquiry,  that  the  conditions set forth in Section 7.2(a) and
                                                              --------------
     Section  7.2(b)  above  have  been  satisfied.
     ---------------

          (d)     Parent  shall  have  funded the payment in full of all amounts
     due  and owing by the Company pursuant to the Company's Senior Subordinated
     Convertible  Notes  due January 31, 2009 and the Fleet Credit Agreement and
     for  the  purchase  of  the  Company  Warrants set forth in Section 3.1(e).
                                                                 --------------

          (e)     Parent  shall  have funded the payment of all of the Company's
     severance  payment  obligations  which  are payable upon the Merger and the
     Cashless  Exercise  Consideration  as  set forth in Section 3.1(d). Company
                                                         --------------
     acknowledges  that  it  is the Closing of the Merger that shall trigger any
     severance  payment  obligations,  and  not the execution of this Agreement.

     7.3     Conditions  to  Obligations of Parent to Effect the Merger.  Unless
             ----------------------------------------------------------
waived  in  writing  by Parent, the obligations of Parent and Acquisition Sub to
effect the Merger shall be subject to the fulfillment at or prior to the Closing
Date  of  the  additional  following  conditions:

          (a)     Company  shall  have  performed  in  all material respects its
     covenants  contained in this Agreement required to be performed at or prior
     to  the  Effective  Time.

          (b)     The  representations  and  warranties  of Company contained in
     this  Agreement shall be true and correct when made and the representations
     and  warranties  set forth in Article IV above shall be true and correct as
     of  the  Effective  Time  as  if  made  on  and  as of such time, except as
     expressly  contemplated  or  permitted  by  this  Agreement, except for the
     representations  and  warranties relating to a time or times other than the
     Effective Time which were or will be true and correct at such time or times
     and  except  where  the  failure  or  failures  of such representations and
     warranties  to  be  so  true and correct, individually or in the aggregate,
     does  not  result  or would not result in a Material Adverse Effect without
     taking  into  consideration  any  materiality  or  knowledge qualifier that
     applies  to  such  representation  or  warranty.

          (c)     Company shall furnish Parent and Acquisition Sub a certificate
     dated  the  date of the Closing signed on its behalf by the Chief Executive
     Officer,  President or Chief Financial Officer of Company that, to the best
     of  their  knowledge and belief after due inquiry, the conditions set forth
     in  Section  7.3(a),  and  Section  7.3(b) above  have  been  satisfied.
         ---------------        ---------------


                              Page 41 of 51 Pages
<PAGE>
          (d)     There shall not have occurred since the date of this Agreement
     any  change,  effect,  circumstance or event, which together with any other
     changes, effects, circumstances or events since the date hereof, has had or
     is  reasonably  likely  to  have  a Material Adverse Effect with respect to
     Company;

          (e)     The  Dissenting  Shares shall not constitute more than fifteen
     percent  (15%)  of  the  issued  and  outstanding Company Common Stock; and

          (f)     The  Company  Warrants  shall  have  been  sold to the Parent.
     Company  shall  have  received  the  written  agreement  of  holders  under
     Company's  Senior  Subordinated  Convertible Notes due January 31, 2009 and
     Company's  senior lender under the Fleet Credit Agreement that upon payment
     in  full of such obligations, they will release and terminate all UCC liens
     filed  against Company and/or any Company Subsidiaries and in addition will
     release  any  collateral currently in such party's possession that had been
     pledged  to  such  party  by  Company  or  any  of  Company's Subsidiaries.

          (g)     Company  shall  have  substantially  completed its obligations
     regarding the filing of Tax Returns and corporate qualification matters set
     forth  in  Sections  4.1  and  4.10,  respectively.
                -------------       ----


                                    ARTICLE 8
                        TERMINATION, AMENDMENT AND WAIVER
                        ---------------------------------

     8.1     Termination.  This  Agreement  may be terminated as set forth below
             -----------
at any time prior to the Closing Date, whether before or after the Stockholders'
Approval  has  been  obtained:

          (a)     by  mutual written consent of Parent and Company, by action of
     their  respective  boards  of  directors;  or

          (b)     by  Company,  if

               (i)     upon  a  breach of any representation, warranty, covenant
          or  agreement  on  the  part of Parent or Acquisition Sub set forth in
          this  Agreement,  or  if  any  representation or warranty of Parent or
          Acquisition Sub shall have become untrue, in either case such that the
          conditions  set  forth in Section 7.2(a), (b) and (c), as the case may
                                    ---------------------------
          be,  would  be  incapable of being satisfied by September 30, 2004 (as
          otherwise  extended by mutual written agreement by Company, Parent and
          Acquisition  Sub  (the  "Outside  Date"));

               (ii)     the Board of Directors of Company shall have delivered a
          termination notice, provided that Company may terminate this Agreement
          under this clause (ii) only if it has complied with all the provisions
          of  Section  6.3.
              ------------

          (c)  by  Parent,  if

               (i)     Company  shall  breach  any  representation,  warranty,
          covenant  or  agreement  on  the  part  of  Company  set forth in this
          Agreement,  or if any representation or warranty of Company shall have
          become  untrue,  in  either case such that the conditions set forth in
          Section7.3 (a), (b) and (c),, would be incapable of being satisfied by
          --------------  -----------
          the  Outside  Date  or if the conditions set forth in Section 7.3 (d),
                                                                -----------
          (f)  or (g) would be incapable of being satisfied by the Outside Date;
          or


                              Page 42 of 51 Pages
<PAGE>
               (ii)     the  condition  set  forth  in  Section  7.3(e)  is  not
                                                        ---------------
          satisfied  by  the  Outside  Date;

               (iii)     prior  to  the  approval  of  this  Agreement  at  the
          Stockholders Meeting, (A) the Board of Directors of Company shall have
          withdrawn or modified in any manner adverse to Parent or has failed to
          reaffirm  (within  three  (3)  days  of  its receipt of an Acquisition
          Proposal  or  a  Material  Equity  Financing)  its  approval  or
          recommendation  of the Merger or this Agreement in connection with, or
          approved  or  recommended, any Acquisition Proposal or Material Equity
          Financing,  or  (B) Company shall have entered into any agreement with
          respect  to  any Acquisition Proposal or Material Equity Financing; or

               (iv)     a  tender  offer  or  exchange  offer  shall  have  been
          commenced  that,  if  consummated, would result in any Person becoming
          the  legal or beneficial owner of either (x) twenty-five percent (25%)
          or  more  of the Company Common Stock or (y) ten percent (10%) or more
          of  the  Company  Common  Stock  and such offer is made as a part of a
          transaction  or  series  of  transactions  in  which such Person shall
          acquire  additional  Company  Common  Stock  which  in  the  aggregate
          constitutes  more  than  fifty  percent  (50%)  of  the  issued  and
          outstanding  Company  Common  Stock;  and  the  Board  of Directors of
          Company  fails to recommend against acceptance of such tender offer or
          exchange  offer  or  elects  to  take  no position with respect to the
          acceptance  of  such  offer;  or

               (v)
                    (a) the Stockholder Meeting shall not have been called prior
          to  September  30, 2004 through fault (whether commission or omission)
          of  Company;

                    (b)  the  Board  of  Directors  of Company does not publicly
          recommend in the proxy statement that the Company stockholders approve
          and  adopt  this  Agreement;  or

                    (c)  after  recommending  in  the  proxy statement that such
          stockholders  approve and adopt this Agreement, the Board of Directors
          of Company shall have withdrawn, modified or amended such recommending
          in  any  manner  adverse  to  Parent,  except  in  compliance with and
          pursuant  to  Section  6.3.
                        ------------

          (d)     by  either  Parent  or  Company,  if

               (i)     any  judgment, injunction, order, decree or action by any
          Governmental Entity of competent authority preventing the consummation
          of  the  Merger  shall  have  become  final  and  non-appealable;

               (ii)     the  Merger  shall  not  have  occurred on or before the
          Outside  Date  provided,  however,  that  a  party that has materially
          breached  a  representation,  warranty  or  covenant of such party set
          forth  in this Agreement and not cured such breach by the Outside Date
          shall  not  be  entitled to exercise its right to terminate under this
          Section  8.1(d)(ii);  or
          -------------------

          (iii)     upon  a  vote  at  a  duly  held  Stockholder  Meeting,  the
          Stockholders  Approval  shall  not  have  been obtained as required by
          Section  4.4(d).
          ---------------

     8.2     Effect  of  Termination.  In  the  event  of  termination  of  this
             -----------------------
Agreement  by  either  Parent  or  Company,  as  provided  in  Section 8.1, this
                                                               -----------
Agreement  shall  forthwith become void and


                              Page 43 of 51 Pages
<PAGE>
there shall be no further obligation on the part of Company, Parent, Acquisition
Sub or their respective officers or directors, except as provided in Section 8.3
                                                                     -----------
and  except  that  in  the  case  of  any such termination, this Section 8.2 and
                                                                 -----------
Section  6.6(b), Section 6.8, Section 6.9 and Section 9.2 shall survive. Nothing
---------------  ------------------------     -----------
in  this  Section  8.2 shall relieve any party from liability for any willful or
          ------------
intentional  breach  of  this  Agreement.


                              Page 44 of 51 Pages
<PAGE>
     8.3     Termination  Payment  by  Company.
             ---------------------------------

          (a)     Company  agrees  that if this Agreement is terminated pursuant
     to Section 8.1(d)(iii) (and in the case of any such termination, Parent has
        -------------------
     not materially breached its representations and warranties or covenants (or
     has  cured any such breach prior to the date of the Stockholders Meeting)),
     Company  shall  pay Parent an amount equal to Parent's actual out-of-pocket
     expenses  incurred  in  connection with this Agreement and the transactions
     contemplated  hereby  in  an amount not to exceed $250,000.00 (the "Expense
     Amount")  no  later than two (2) days after the occurrence of the event set
     forth  in  Section  8.1(d)(iii). In addition, if Company signs or closes an
                --------------------
     Acquisition Proposal for all the Company within one year after termination,
     Company  shall pay to Parent, or as directed by Parent, fifty percent (50%)
     of  the  Parent Break-Up Fee, no later than two (2) business days after the
     execution  of  a  definitive  agreement  with  respect  to  the Acquisition
     Proposal and the remaining fifty percent (50%) shall be paid on the earlier
     to  occur of the closing of the Acquisition Proposal for all of the Company
     or  six  (6)  months  after  execution  of the definitive agreement for the
     Acquisition  Proposal.  The Expense Amount paid by Company to Parent within
     two (2) days of the termination under Section 8.1(d)(iii) shall be credited
                                           -------------------
     against  any  Parent  Break-Up  Fee  owed  hereunder, which credit shall be
     applied  against the initial fifty percent (50%) that is due within two (2)
     business  days of the execution of the definitive agreement with respect to
     the  Acquisition  Proposal.

          (b)     Company  agrees  that if this Agreement is terminated pursuant
     to  Section  8.1(b)(ii) and Company signs or closes an Acquisition Proposal
         -------------------
     for  all  of  the  Company  within  one year, or signs or closes a Material
     Equity  Financing  within  one  (1)  year, or a tender offer is consummated
     within one (1) year, Company shall pay to Parent, or as directed by Parent,
     the  Parent  Break-Up  Fee.  Fifty percent (50%) of any Parent Break-Up Fee
     shall  be  made,  within  two  (2)  business  days  of the execution of the
     definitive agreement with respect to the Acquisition Proposal, the Material
     Equity  Financing,  or  tender offer, and the remaining fifty percent (50%)
     shall  be  paid  on  the earlier to occur of the closing of the Acquisition
     Proposal, Material Equity Financing or tender offer or six (6) months after
     execution of the definitive agreement relating to any of such transactions.

          (c)     Company  agrees  that if this Agreement is terminated pursuant
     to  Section  8.1(c)(iv) or 8.1(c)(v) and within one (1) year after any such
         -------------------    ---------
     termination  Company  signs or closes an Acquisition Proposal or a Material
     Equity  Financing,  or  a tender offer is consummated, Company shall pay to
     Parent,  or  as  directed by Parent, the Parent Break-Up Fee. Fifty percent
     (50%) of any Parent Break-Up Fee shall be made within two (2) business days
     of  execution  of  a  definitive  agreement with respect to the Acquisition
     Proposal, Material Equity Financing or tender offer and the remaining fifty
     percent  (50%)  shall  be  paid  on the earlier to occur of closing of that
     Acquisition Proposal, Material Equity Financing or tender offer, or six (6)
     months  after  execution  of  a  definitive  agreement  relating  to  such
     transaction.

          (d)     Company  agrees  that  if  (i) this Agreement is terminated by
     Company  pursuant  to  Section  8.1(d)(ii)  notwithstanding  Parent's
                            -------------------
     confirmation  that  it  remains ready, willing and able to proceed, (ii) at
     the time of such termination, the conditions precedent to Closing set forth
     in  Section  7.2  are  satisfied  or  would  be  satisfied  upon  Parent's
         ------------
     performance  of  its  obligations  at Closing and (iii) within one (1) year
     after  any such termination Company signs or closes an Acquisition Proposal
     for  all  of Company, or signs or closes a Material Equity Financing within
     one  year,  or  a  tender offer is consummated within one (1) year, Company
     shall  pay  to  Parent,  or as directed by Parent, the Parent Break-Up Fee.
     Fifty percent (50%) of any Parent Break-Up Fee shall be made within two (2)
     business  days  of  execution of a definitive agreement with respect to the
     Acquisition Proposal, the Material Equity Financing or tender offer and the
     remaining  fifty  percent  (50%)  shall  be paid on the earlier to occur of
     closing  of  that Acquisition Proposal, Material


                              Page 45 of 51 Pages
<PAGE>
     Equity  Financing  or  tender offer, or six (6) months after execution of a
     definitive  agreement  relating  to  any  of  such  transactions.

          (e)     Company  agrees  that  if  (i) this Agreement is terminated by
     Parent  pursuant  to  Section  8.1(d)(ii),  (ii)  at  the  time  of  such
                           -------------------
     termination,  the  conditions precedent to Closing set forth in Section 7.2
                                                                     -----------
     are  satisfied  or  would  be  satisfied  upon  Parent's performance of its
     obligations  at  Closing  but  the  Company  fails to close notwithstanding
     Parent's  confirmation  that  it remains ready, willing and able to proceed
     and  (iii)  within one (1) year after any such termination Company signs or
     closes  an  Acquisition  Proposal  for all of Company, or signs or closes a
     Material Equity Financing within one year, or a tender offer is consummated
     within one (1) year, Company shall pay to Parent, or as directed by Parent,
     the  Parent  Break-Up  Fee.  Fifty percent (50%) of any Parent Break-Up Fee
     shall  be  made  within  two (2) business days of execution of a definitive
     agreement  with  respect  to  the  Acquisition  Proposal,  Material  Equity
     Financing  or  tender  offer and the remaining fifty percent (50%) shall be
     paid  on  the  earlier  to  occur  of closing of that Acquisition Proposal,
     Material  Equity  Financing  or  tender  offer,  or  six  (6)  months after
     execution  of  a definitive agreement relating to any of such transactions.

          (f)     Company  agrees  that  if  (i) this Agreement is terminated by
     Parent  pursuant  to  Section  8.1(d)(ii),  (ii)  at  the  time  of  such
                           -------------------
     termination,  the  conditions precedent to Closing set forth in Section 7.2
                                                                     -----------
     are  satisfied  or  would  be  satisfied  upon  Parent's performance of its
     obligations  at  Closing,  (iii) the Company shall have materially breached
     its covenants such that the conditions set forth in Section 7.3(a), Section
                                                         --------------  -------
     7.3(f)  or in Section 7.3(g) are not satisfied (iv) Parent confirms that it
     ------        --------------
     would be ready, willing and able to proceed but for such material breach by
     the  Company,  and  (v)  within  one  (1)  year after any such termination,
     Company  signs  or  closes  an  Acquisition Proposal for all of Company, or
     signs  or  closes  a  Material  Equity  Financing within one (1) year, or a
     tender  offer  is  consummated  within  one  (1) year, Company shall pay to
     Parent,  or  as  directed by Parent, the Parent Break-Up Fee. Fifty percent
     (50%) of any Parent Break-Up Fee shall be made within two (2) business days
     of  execution  of  a  definitive  agreement with respect to the Acquisition
     Proposal, the Materials Equity Financing or tender offer, and the remaining
     fifty  percent  (50%)  shall  be paid on the earlier to occur of closing of
     that Acquisition Proposal, Material Equity Financing or tender offer or six
     (6)  months  after  execution  of a definitive agreement relating to any of
     such  transactions.

          (g)     Company  agrees  that  if  this  Agreement  (i)  is terminated
     pursuant  to  Section  8.1(c)(iii)(A) or 8.1(c)(iii)(B), without compliance
                   -----------------------    --------------
     with  the  processes  outlined  in the provisions contained in Section 6.3,
                                                                    ------------
     Company  shall  pay  to  Parent, the Parent Break-Up Fee hereunder no later
     than two (2) days after the occurrence of the applicable event set forth in
     Section  8.1(c)(iii)(A)  or  Section  8.1(c)(iii)(B).
     -----------------------      -----------------------

          (h)     For  purposes of this Agreement, the Parent Break-Up Fee shall
     be  an  amount  equal to $1,500,000.00. The Parent Break-Up Fee and expense
     reimbursement  shall  be payable by wire transfer of immediately accessible
     funds.

          (i)     In  the  event  the  Parent  Break-Up  Fee  or  Expense Amount
     contemplated  by  Section  8.3(a) through 8.03(g) is/are not paid when due,
                       ---------------         -------
     such  payments  shall  bear  interest  at  a  rate  equal to the prime rate
     announced  from time to time by JP Morgan Chase Bank plus 2% per annum, and
     in  addition to being obligated to pay such applicable amounts and interest
     thereon,  Company  shall  pay  or  reimburse  Parent's  costs  and expenses
     (including but not limited to reasonable legal fees and expenses) solely to
     the  extent  incurred  in  connection  with  any  action, including but not
     limited  to  the  filing  of  any  lawsuit or other legal action to collect
     payment  of  such  amounts  and  any  interest  thereon.


                              Page 46 of 51 Pages
<PAGE>
     8.4     Amendment.  This  Agreement  may  not  be  amended except by action
             ---------
taken  by  the  parties'  respective  boards  of  directors  or  duly authorized
committees  thereof or pursuant to authority granted by such boards of directors
or  duly authorized committees thereof and then only by an instrument in writing
signed on behalf of each of the parties hereto and in compliance with applicable
law.

     8.5     Waiver.  At  any  time  prior  to  the  Effective Time, the parties
             ------
hereto  may (a) extend the time for the performance of any of the obligations or
other  acts  of  the  other  parties  hereto,  (b) waive any inaccuracies in the
representations  and  warranties  contained  herein or in any document delivered
pursuant  thereto  and  (c)  waive  compliance  with  any  of  the agreements or
conditions contained herein.  Any agreement on the part of a party hereto to any
such extension or waiver shall be valid if set forth in an instrument in writing
signed  on  behalf  of  such  party.


                                    ARTICLE 9
                               GENERAL PROVISIONS
                               ------------------

     9.1     Non-Survival.  None  of  the representations and warranties in this
             ------------
Agreement  shall  survive the Merger, and after the Effective Time, no person or
entity  shall  have  any  further obligation, nor shall any claim be asserted or
action  be  brought,  with  respect  thereto.  None  of  the covenants and other
agreements  in  this  Agreement  or in any instrument delivered pursuant to this
Agreement,  including any rights arising out of any breach of such covenants and
other  agreements,  shall survive the Effective Time, except for those covenants
and  agreements contained herein and therein that by their terms apply or are to
be  performed  in whole or in part after the Effective Time, and this Article 9.
                                                                      ---------

     9.2     Brokers.  Each  of  the  parties  hereto agrees to hold each of the
             -------
other  parties  hereto harmless from and against any finders' fees in connection
with  the  Merger contemplated by this Agreement based upon arrangements made by
or  on  behalf  of  such  arranging  party.

     9.3     Notices.  All  notices  and other communications hereunder shall be
             -------
in  writing and shall be deemed duly given if delivered personally, delivered by
UPS  or  other  nationally  recognized  overnight  courier  service  or sent via
facsimile  to  the  parties at the following addresses (or at such other address
for  a  party  as  shall be specified by like notice) or two Business Days after
being  sent  by  registered  or  certified mail (postage prepaid, return receipt
requested)  as  follows:

          (a)  If to Parent or Acquisition Sub to:

               Pomeroy IT Solutions, Inc.
               1020  Petersburg  Road
               Hebron,  KY  41048
               Attention:  Mr.  Stephen  E.  Pomeroy
               Telephone  No.:  859-586-0600
               Telecopier  No.:  859-334-5350

               with copies to (which shall not constitute notice):

               Lindhorst  &  Dreidame  Co.,  LPA
               312  Walnut  Street,  Suite  2300
               Cincinnati,  Ohio  45202
               Attention:  James  H.  Smith,  III,  Esq.
               Telephone  No.:  513-421-6630
               Telecopier  No.:  513-421-0212


                              Page 47 of 51 Pages
<PAGE>
          (b)  If to Company, to:
               Alternative  Resources  Corporation
               600  Hart  Road,  Suite  300
               Barrington,  IL  60010
               Attention:  Robert  P.  Stanojev
               Telephone  No.:  847-381-6701
               Telecopier  No.:  847-381-6604

               with copies to (which shall not constitute notice):

               McDermott,  Will  &  Emery
               227  West  Monroe  Street
               Chicago,  IL  60606
               Attention:  Neal  J.  White
               Telephone  No.:  312-984-7579
               Telecopier  No.:  312-984-3669

     All such communications shall be deemed to have been duly given: (A) in the
case  of  a notice delivered by hand, when personally delivered; (B) in the case
of  a  notice  sent  by  facsimile,  upon  transmission subject to telephone and
automated  confirmation  of  receipt;  and  (C)  in the case of a notice sent by
overnight courier service, the date delivered at the designated address, in each
case  given  or  addressed  as  aforesaid.

     9.4     Interpretation.  The  headings  contained in this Agreement are for
             --------------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.  In  this  Agreement,  unless  a  contrary
intention  appears,  (a)  the words "herein," "hereof' and "hereunder" and other
words  of  similar  import  refer  to  this  Agreement as a whole and not to any
particular Article, Section or other subdivision, (b) the word "including" means
"including  without  limitation' 'and is intended by the parties to be by way of
example rather than limitation and (c) reference to any Article or Section means
such  Article  or  Section  hereof.  No  provision  of  this  Agreement shall be
interpreted  or  construed against any party hereto solely because such party or
its  legal  representative  drafted  such  provision.

     9.5     Miscellaneous.  This  Agreement  (including  the  documents  and
             -------------
instruments  referred  to  herein)  (a)  constitutes  the  entire  agreement and
supersedes all other prior agreements and understandings, both written and oral,
among  the  parties,  or any of them, with respect to the subject matter hereof,
(b)  is  not  intended  to  confer  upon any other person any rights or remedies
hereunder, except for rights of indemnified parties under Section 6.14 as herein
                                                          ------------
provided  and (c) shall not be assigned by operation of law or otherwise, except
that  on  or  prior  to  the mailing of the Proxy Statement, Acquisition Sub may
assign  this  Agreement  to  a  wholly-owned  Subsidiary  of Parent, but no such
assignment  shall  relieve  Acquisition  Sub of its obligations hereunder.  THIS
AGREEMENT  SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION
AND  EFFECT,  BY  THE  LAWS  OF  THE  STATE  OF DELAWARE APPLICABLE TO CONTRACTS
EXECUTED  AND  TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO
THE  CONFLICT  OF  LAW  PRINCIPLES  THEREOF.

     9.6     Jurisdiction.  Each  of  Company, Parent and Acquisition Sub hereby
             ------------
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of  the  courts  of  the  State  of Delaware and of the United States of America
located  in  the  State  of  Delaware (the "Relevant Courts") for any litigation
arising  out  of or relating to this Agreement and the transactions contemplated
hereby  (and  agrees  not  to commence any litigation relating thereto except in
such courts), waives any objection to the laying of venue of any such litigation
in  the  Relevant  Courts and agrees not to plead or claim in any Relevant Court
that  such litigation brought therein has been brought in an inconvenient forum;
provided,  however,  that  nothing  in this Section 9.6 is intended to waive the
                                            -----------
right of any party to remove any such action or proceeding commenced in


                              Page 48 of 51 Pages
<PAGE>
any such state court to an appropriate federal court to the extent the basis for
such  removal  exists  under  applicable law. Parent and the Subsidiaries hereby
irrevocably  (a)  appoint  CT  Corporation System (the "Process Agent"), with an
office  on  the date hereof in Wilmington, Delaware as their agent to receive on
behalf  of either of them service of copies of the summons and complaint and any
other process which may be served in any such litigation, (b) agree that service
of  process  may  be  made on Parent or Acquisition Sub by mailing, by certified
mail,  a  copy  of  such  summons,  complaint  or  other  process  to  Parent or
Acquisition  Sub  in  care  of  the  Process  Agent at the Process Agent's above
address, with a copy to Parent or Acquisition Sub, as applicable, at its address
for notice specified herein, and (c) authorizes and directs the Process Agent to
accept such service on their behalf. Company hereby irrevocably (i) appoints the
Process  Agent  as  its  agent to receive on its behalf service of copies of the
summons  and  complaint  and  any  other process which may be served in any such
litigation,  (ii)  agrees  that  service  of  process  may be made on Company by
mailing,  by  certified mail, a copy of such summons, complaint or other process
to  Company  in  care of the Process Agent at the Process Agent's above address,
with  a  copy  to  Company at its address for notice specified herein, and (iii)
authorizes  and  directs  the  Process Agent to accept such service on behalf of
Company. As an alternative method of service, the parties further agree that the
mailing  by  certified  or  registered  mail,  return  receipt requested, of any
process  required by such courts, to the address specified in Section 9.3, shall
                                                              -----------
constitute  valid  and lawful service of process against them, without necessity
for  service  by  any  other  means  provided  by  statute  or  rule  of  court.

     9.7     Counterparts.  This  Agreement  may  be  executed  in  two  or more
             ------------
counterparts,  each of which shall be deemed to be an original, but all of which
shall  constitute  one  and  the  same  agreement.

     9.8     Parties  In  Interest.  This  Agreement  shall  be binding upon and
             ---------------------
inure solely to the benefit of each party hereto and, except as set forth in the
exception  to  Section 9.5(b), nothing in this Agreement, express or implied, is
               --------------
intended  to  confer  upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement.  Notwithstanding the foregoing,
the  provisions  of  Section  6.14  are intended to benefit each person who is a
                     -------------
beneficiary  of  Company's  current  directors'  and  officers'  insurance  and
indemnification policy and related arrangements, and each such person shall have
the  right  to  enforce  the  obligations  of  Parent  under  Section  6.14.
                                                              -------------

     9.9     Severability.  Should any provision of this Agreement be judicially
             ------------
declared  to  be invalid, unenforceable or void, such decision will not have the
effect  of invalidating or voiding the remainder of this Agreement, and the part
or  parts of this Agreement so held to be invalid, unenforceable or void will be
deemed  to  have  been  stricken  herefrom, and the remainder will have the same
force  and  effectiveness  as  if  such  stricken  part  or parts had never been
included  herein.

     9.10     Entire  Agreement.  This Agreement, together with the exhibits and
              -----------------
schedules hereto, contains the entire agreement between the parties with respect
to  the  Merger  and  related  transactions, and supersede all prior agreements,
written  or  oral,  between  the  parties  with  respect thereto, other than the
Confidentiality  Agreement  (excluding  the  provisions  of  the agreement dated
November 17, 2003 between Parent and the Company), which shall survive execution
of  this  Agreement  and  any  termination  of  this  Agreement.

     9.11     Governing  Law.  This Agreement shall be governed by and construed
              --------------
in  accordance  with  the  laws  of  the State of Delaware without regard to its
conflicts  of  law  provisions.

     9.12     Section  Headings; Construction.  The headings of Sections in this
              -------------------------------
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to  "Section"  or  "Sections" refer to the
corresponding  Section  or  Sections  of this Agreement.  All words used in this
Agreement  will be construed to be of such gender or number as the


                              Page 49 of 51 Pages
<PAGE>
circumstances require. Unless otherwise expressly provided, the word "including"
does  not  limit  the  preceding  words  or  terms.

     9.13     Enforcement.  The  parties  recognize  and  agree  that if for any
              -----------
reason  any  of the provisions of this Agreement are not performed in accordance
with  their  specific terms or are otherwise breached, immediate and irreparable
harm  or injury would be caused for which money damages would not be an adequate
remedy.  Accordingly,  each  party agrees that in addition to other remedies the
other  party  shall  be  entitled  to an injunction restraining any violation or
threatened  violation  of  the  provisions  of  this  Agreement  and to specific
performance  of  any of the provisions of this Agreement.  In the event that any
action  shall  be  brought in equity to enforce the provisions of the Agreement,
neither  party will allege, and each party hereby waives the defense, that there
is  an  adequate  remedy  at  law.

     9.14     Rules  of  Construction.  The  parties hereto agree that they have
              -----------------------
been  represented  by  counsel  during  the  negotiation  and  execution of this
Agreement  and,  therefor, waive the application of any law, regulation, holding
or  ruling  of  construction providing that ambiguities in an agreement or other
document  will  be  construed  against  the  party  drafting  such  agreement or
document.

     9.15     Waiver  of Trial by Jury.  EACH PARTY TO THIS AGREEMENT WAIVES ANY
              ------------------------
RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS
AGREEMENT  OR  ANY  AMENDMENT,  INSTRUMENT,  DOCUMENT OR AGREEMENT DELIVERED, OR
WHICH IN THE FUTURE MAY BE DELIVERED, IN CONNECTION WITH THE MERGER OR THE OTHER
TRANSACTIONS  CONTEMPLATED  BY  THIS  AGREEMENT, AND AGREES THAT ANY SUCH ACTION
SHALL  BE  TRIED  BEFORE  A  COURT  AND  NOT  BEFORE  A  JURY.

     9.16     Consent  to  Granting  of  a  Security  Interest  in  Acquisition
              -----------------------------------------------------------------
Documents.  Parent and Surviving Corporation agree that upon the Closing of this
---------
transaction,  the  Surviving  Corporation  shall  have  the right to grant to GE
Commercial  Distribution  Finance  Corporation,  formerly  known  as  Deutsche
Financial  Services  Corporation,  as  Administrative  Agent  for the benefit of
various  lenders  under a Credit Facilities Agreement, and Surviving Corporation
and  various  Affiliates of such parties, a first priority security interest and
lien  on  all  of Surviving Corporation's rights, remedies, claims and interests
under  all  the  acquisition  documents  for  this  transaction.

     IN  WITNESS  WHEREOF,  Parent, Acquisition Sub and Company have caused this
Agreement and Plan of Merger to be signed by their respective officers as of the
date  first  written  above.


                                    POMEROY IT SOLUTIONS, INC.


                                By:
                                    -----------------------------------

                                Name:   Stephen E. Pomeroy
                                      ---------------------------------

                                Title:   President
                                       --------------------------------


                              Page 50 of 51 Pages
<PAGE>
                                    POMEROY ACQUISITION SUB, INC.


                                By:
                                    -----------------------------------

                                Name:   Stephen E. Pomeroy
                                      ---------------------------------

                                Title:   President
                                       --------------------------------


                                    ALTERNATIVE RESOURCES
                                    CORPORATION


                                By:
                                    -----------------------------------

                                Name:   Robert P. Stanojev
                                      ---------------------------------

                                Title:   Chairman of the Board, CEO
                                       --------------------------------


                              Page 51 of 51 Pages
<PAGE>
                                   APPENDIX A
                          DEFINITIONS - REFERENCE TABLE
                          -----------------------------


"Accounts Receivable" means all notes and accounts receivable held by Company or
 -------------------
any  Subsidiary  of Company, or of which Company or any Subsidiary of Company is
the  beneficial  holder and all notes, bonds and other evidences of indebtedness
of  and  rights  to  receive  payments  from  any  Person held by Company or any
Subsidiary  of  Company.

"Acquisition  Proposal"  has  the  meaning  assigned  to  such  term  in Section
 ---------------------                                                   -------
6.3(a)(i).
---------

"Acquisition  Sub Common Stock" has the meaning assigned to such term in Section
 -----------------------------                                           -------
3.2.
---

"Acquisition  Sub"  has  the  meaning  assigned  to  such  term in the Preamble.
 ----------------

"Affiliate"  means  any  Person that directly, or indirectly through one or more
 ---------
intermediaries, controls, is controlled by, or is under common control with, the
Person  specified.

"Agreement"  has  the  meaning  assigned  to  such  term  in  the  Preamble.
 ---------

"Bid"  means  any quotation, bid or proposal by Company or any of its Affiliates
 ---
which,  if  accepted  or  awarded,  would lead to a contract with a Governmental
Entity,  or  a prime contractor or a higher-tier subcontractor to a Governmental
Entity,  for  the  sale  of  goods  or the provision of services by Company, any
Subsidiary  of  Company  or  a  contracting  team  of which Company is a member.

"Business  Day"  means  a  day,  other than Saturday, Sunday or any other day on
 -------------
which  commercial banks in Cincinnati, Ohio are authorized or required by law to
close.

"Cashless  Exercise  Consideration"  has  the  meaning  assigned to such term in
 ---------------------------------
Section  3.1(e).
---------------

"Closing"  has  the  meaning  assigned  to  such  term  in  Section  3.5.
 -------                                                    ------------

"Closing  Date"  has  the  meaning  assigned  to  such  term  in  Section  3.5.
 -------------                                                    ------------

"Code"  has  the  meaning  assigned  to  such  term  in  the  Recitals.
 ----

"Company"  has  the  meaning  assigned  to  such  term  in  the  Preamble.
 -------

"Company  Balance  Sheet"  has the meaning assigned to such term in Section 4.7.
 -----------------------                                            -----------

"Company  Book-Entry  Shares"  has  the meaning assigned to such term in Section
 ---------------------------                                             -------
3.4(a).
------

"Company  Capital  Stock"  means  the  capital  stock  of  Company.
 -----------------------

"Company  Certificates" has the meaning assigned to such term in Section 3.4(a).
 ---------------------                                           --------------

"Company  Common Stock" has the meaning assigned to such term in Section 3.1(a).
 ---------------------                                           --------------

"Company  Common  Stockholders" has the meaning assigned to such term in Section
 -----------------------------                                           -------
6.4(a).
------

"Company  Disclosure  Schedule"  shall mean, with respect to the Company and its
 -----------------------------
Subsidiaries,  the  schedules delivered by Company to the Parent and Acquisition
Sub  in  connection  with  the  execution and delivery of this Agreement setting
forth,  among other things, items the disclosure of which is required under this
Agreement either in response to an express disclosure requirement contained in a
provision  of  this  Agreement  or  as  an  exception  to  one  or  more  of the
representations,  warranties  or covenants contained in this Agreement; provided
that  the  mere  inclusion  of  an item in the Company Disclosure Schedule as an
exception to a representation or warranty will not be deemed an admission by the
Company  that  such item (or any non-disclosed item or information of comparable
or  greater  significance)  is  required  by the terms hereof to be disclosed or
represents a material exception or fact, event or circumstance or that such item
has  had,  or  is  reasonably  expected  to  have,  a Material Adverse Effect on
Company.

"Company  Employees"  has  the  meaning  assigned  to such term in Section 6.10.
 ------------------                                                ------------


<PAGE>
"Company's  Knowledge"  has  the  meaning assigned to such term in Section 4.42.
 --------------------                                              ------------

"Company  Plans"  has  the  meaning  assigned  to  such term in Section 4.16(a).
 --------------                                                 ---------------

"Company Preferred Stock" has the meaning assigned to such term in Section 6.14.
 -----------------------                                           ------------

"Company  Reports"  has  the  meaning  assigned  to such term in Section 4.5(a).
 ----------------                                                --------------

"Company  Required  Statutory  Approvals"  means the making of the Merger Filing
 ---------------------------------------
with  the  Secretary  of  State  of the State of Delaware in connection with the
Merger.

"Company  Stock Option" has the meaning assigned to such term in Section 3.1(d).
 ---------------------                                           --------------

"Company  Stock  Option  Plans" has the meaning assigned to such term in Section
 -----------------------------                                           -------
3.1(d).
------

"Company  Subordinated  Convertible  Notes Due January 31, 2009" has the meaning
 --------------------------------------------------------------
assigned  to  such  term  in  Section  7.2(d).
                              ---------------

"Company  Senior  Secured Revolving Credit Facility" has the meaning assigned to
 --------------------------------------------------
such  term  in  Section  7.2(d).
                ---------------

"Company  Warrants"  has  the  meaning  assigned to such term in Section 3.1(e).
 -----------------                                               --------------

"Confidentiality  Agreement" means the confidentiality agreement dated effective
 --------------------------
as of  November 17, 2003, between Company and Parent, as the same may be amended
from  time  to  time.

"Consent"  means  any  consent,  approval, authorization, waiver, permit, grant,
 -------
franchise,  concession, agreement, license, exemption or order of, registration,
certificate,  declaration  or  filing  with, or report or notice to, any Person.

"Contaminated"  has  the  meaning  assigned  to  such  term  in Section 4.24(a).
 ------------                                                   ---------------

"DGCL"  has  the  meaning  assigned  to  such  term  in  Section  1.1.
 ----                                                    ------------

"Dissenting  Shares"  has  the  meaning  assigned  to  such term in Section 3.3.
 ------------------                                                 -----------

"DOL"  has  the  meaning  assigned  to  such  term  in  Section  4.37(b).
 ---                                                    ----------------

"Effective  Time"  has  the  meaning  assigned  to  such  term  in  Section 1.2.
 ---------------                                                    -----------

"Environmental  Law"  has  the meaning assigned to such term in Section 4.24(a).
 ------------------                                             ---------------

"ERISA"  means  the Employee Retirement Income Security Act of 1974, as amended.
 -----

"Exchange  Act"  means  the  Securities  Exchange  Act  of  1934,  as  amended.
 -------------

"Exchange  Agent"  has  the  meaning  assigned  to  such term in Section 3.4(a).
 ---------------                                                 --------------

"Expense  Amount"  has  the  meaning  assigned  to  such  term in Section 8.3(a)
 ---------------                                                  --------------

"Forward  Merger"  has  the  meaning  assigned  to  such  term  in  Section 1.1.
 ---------------

"GAAP" means United States generally accepted accounting principles set forth in
 ----
the  opinions  and  pronouncements  of  the  Accounting  Principles Board of the
American  Institute  of  Certified  Public  Accountants  and  statements  and
pronouncements  of  the  Financial  Accounting  Standards  Board.

"Government  Contracts" means any prime contract, subcontract, teaming agreement
 ---------------------
or  arrangement,  joint  venture,  basic  ordering  agreement,  blanket purchase
agreement,  letter agreement, purchase order, delivery order, task order, grant,
cooperative  agreement, Bid, change order or other commitment or funding vehicle
between  Company or any Subsidiary of Company and (a) a Governmental Entity, (b)
any  prime  contractor  to  a  Governmental Entity or (c) any subcontractor with
respect  to  any  contract  described  in  clause  (a)  or  (b).

"Governmental  Entity"  means  any  government  or  any  agency,  bureau, board,
 --------------------
commission,  court,  department,  official,  political  subdivision, tribunal or
other  instrumentality  of  any  government,  whether  federal,  state or local,
domestic  or foreign, as well as any corporations owned or


<PAGE>
chartered  by  any  such  governmental agency, bureau, board, commission, court,
department,  official, political subdivision, tribunal or other instrumentality.

"Hazardous  Substance" has the meaning assigned to such term in Section 4.24(a).
 --------------------                                           ---------------

"HSR  Act"  means  the  Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
 --------
amended.

"Indemnified  Parties" has the meaning assigned to such term in Section 6.14(a).
 --------------------                                           ---------------

"INS"  has  the  meaning  assigned  to  such  term  in  Section  4.37(b).
 ---                                                    ----------------

"Insurance  Policies"  has  the  meaning  assigned to such term in Section 4.22.
 -------------------                                               ------------

"Interim Additional Financing" means a debt or equity financing other than under
 ----------------------------
the Company's revolving credit facility resulting in net proceeds to the Company
in  an  amount  not  to  exceed  $3,000,000.00.

"Knowledge"  has  the  meaning assigned to such term in Sections 4.42 and 5.12.
 ---------

"Laws"  means  all foreign, federal, state and local statutes, laws, ordinances,
 ----
regulations,  rules,  resolutions,  orders,  tariffs,  determinations,  writs,
injunctions, awards (including, awards of any arbitrator), judgments and decrees
applicable  to  the  specified  Person  and to the businesses and assets thereof
(including, laws relating to the protection of classified information; the sale,
leasing,  ownership  or management of real property; employment practices, terms
and  conditions,  and  wages and hours; building standards, land use and zoning;
and  safety,  health  and  fire  prevention.

"Leased Real Property" has the meaning assigned to such term in Section 4.21(b).
 --------------------                                           ---------------

"Leases"  has  the  meaning  assigned  to  such  term  in  Section  4.21(b).
 ------                                                    ----------------

"Liens"  means,  with  the  exception  of  Permitted  Liens, a mortgage, pledge,
 -----
hypothecation,  right  of  others, claim, security interest, encumbrance, lease,
sublease,  license,  occupancy  agreement,  adverse claim or interest, easement,
covenant,  encroachment, burden, title defect, title retention agreement, voting
trust  agreement, interest, equity, option, lien, right of first refusal, charge
or  other  restrictions  or  limitations  of  any  nature whatsoever, including,
without  limitation,  such  that  may  arise under any Material Contracts and/or
Governmental  Contracts.

"Material  Adverse  Effect"  means,  with respect to any entity, (a) any adverse
 -------------------------
change,  circumstance,  fact,  event  or  effect  that,  individually  or in the
aggregate  with  all  other  adverse  changes,  circumstances, facts, events and
effects,  is  or  is reasonably likely to be materially adverse to the business,
condition  (financial  or  otherwise),  assets  or results of operations of such
entity  and  its  Subsidiaries  taken  as  a  whole,  other  than  any  change,
circumstance,  fact,  event  or effect relating to (i) the securities markets in
general,  (ii)  the  economy  in  general,  except  if  such entity is adversely
affected  in  a  materially  disproportionate  manner  as  compared to similarly
situated  entities,  (iii) the industries in which Parent or Company operate and
not  specifically  relating  to  Parent  or Company, including changes in legal,
accounting  or  regulatory  changes,  or  conditions,  except  if such entity is
adversely  affected in a materially disproportionate manner as compared to other
comparable  participants  in  such  industries,  or (iv) the announcement of the
Merger  and  the  performance  of  the  obligations  of  the  parties under this
Agreement  (including  any  cancellations  or  delays in contract awards and any
impact  on  relationships  with  customers, prime contractors, subcontractors or
suppliers  to  the extent but only to the extent relating to the announcement of
the  Merger  or  the performance of the obligations of the parties hereunder),or
(b)  a  material  adverse  effect  on  the ability of such entity to perform its
obligations  under  this Agreement.  For purposes hereof, changes in the trading
price  of  Parent Common Stock or Company Common Stock, as reported on NASDAQ or
OTC Bulletin Board, will not alone constitute a Material Adverse Effect, whether
occurring at any time or from time to time.  The parties specifically agree that
if  upon  the  Closing  Date,  four  (4)  or  more  of the seven (7) individuals
identified  on  Exhibit  C,  should  die,  become  disabled  which  renders such
individual  unable  to perform his/her duties under his/her Employment Agreement
for  a  period of sixty (60) consecutive days or for an aggregate of ninety (90)
days  or  more  during any twelve (12) month period or decline to continue to be
employed  by  Company,  pursuant to the Employment Agreements identified on such
Exhibit C, such deaths, disabilities and/or declinations of


<PAGE>
continued employment shall constitute a Material Adverse Effect that will allow,
but  not  obligate,  Parent  to  terminate  this  transaction  pursuant  to  the
provisions  of  Section  7.3(d)  of  this  Agreement.
                         ---------------------------

"Material  Contracts"  has the meaning assigned to such term in Section 4.25(a).
 -------------------                                            ---------------

"Merger  Consideration" has the meaning assigned to such term in Section 3.1(a).
 ---------------------                                           --------------

"Material  Equity  Financing" means the issuance by the Company of stock (or any
 ---------------------------
debt  instruments convertible into stock) of the Company for net proceeds to the
Company  in  excess  of  $3,000,000.00.

"Merger  Filing"  has  the  meaning  assigned  to  such  term  in  Section  1.2.
 --------------                                                    ------------

"Merger"  has  the  meaning  assigned  to  such  term  in  Section  1.1.
 ------                                                    ------------

"OTC  Bulletin  Board"  has the meaning assigned to such term in Section 4.2(e).
 --------------------                                            --------------

"Outside  Date"  has  the  meaning  assigned  to such term in Section 8.1(b)(i).
 -------------                                                -----------------

"Parent"  has  the  meaning  assigned  to  such  term  in  the  Preamble.
 ------

"Parent  10-K"  has  the  meaning  assigned  to  such  term  in  Section  5.5.
 ------------                                                    ------------

"Parent  10-Q"  has  the  meaning  assigned  to  such  term  in  Section  5.5.
 ------------                                                    ------------

"Parent  Balance  Sheet"  has  the meaning assigned to such term in Section 5.7.
 ----------------------                                             -----------

"Parent  Break-Up Fees" has the meaning assigned to such term in Section 8.3(a).
 ---------------------                                           --------------

"Parent  Common  Stock"  has  the  meaning assigned to such term in Section 5.4.
 ---------------------                                              ------------

"Parent  Disclosure  Schedule"  shall  mean,  with respect to the Parent and its
 ----------------------------
Subsidiaries, the Schedule delivered by Parent and Acquisition Sub to Company in
connection  with  the  execution  and  delivery of this Agreement setting forth,
among  other  things,  items  the  disclosure  of  which  is required under this
Agreement either in response to an express disclosure requirement contained in a
provision  of  this  Agreement  or  as  an  exception  to  one  or  more  of the
representations,  warranties  or covenants contained in this Agreement; provided
that  the  mere  inclusion  of  an  item in the Parent Disclosure Schedule as an
exception  to  a  representation  or warranty will not be deemed an admission by
Parent  and  Acquisition  Sub  that  such  item  (or  any  non-disclosed item or
information  of  comparable  or  greater  significance) is required by the terms
hereof  to  be  disclosed  or  represents a material exception or fact, event or
circumstance  or  that  such  item has had, or is reasonably expected to have, a
Material  Adverse  Effect  on  Parent  and  Acquisition  Sub.

"Parent  Preferred  Stock" has the meaning assigned to such term in Section 5.4.
 ------------------------                                           -----------

"Parent Benefit Plans" has the meaning assigned to such term in Section 6.10(b).
 --------------------                                           ---------------

"Parent  Representatives"  has  the  meaning  assigned  to  such term in Section
 -----------------------                                                 -------
6.6(a).
------

"Parent  and  Acquisition  Sub Required Statutory Approvals" means the making of
 ----------------------------------------------------------
the  Merger  Filing  with  the  Secretary  of  State  of  the State of Delaware.

"Parent  SEC  Reports"  has  the  meaning  assigned to such term in Section 5.5.
 --------------------                                               -----------

"Permits"  has  the  meaning  assigned  to  such  term  in  Section  4.11(a).
 -------                                                    ----------------

"Permitted  Liens"  means  (a)  Liens  that  do  not  interfere  with the value,
 ----------------
marketability or use of the assets in the operations or business of the Company,
(b) Liens for Taxes not yet due and payable or which are being contested in good
faith  and  by appropriate proceedings if adequate reserves with respect thereto
are  maintained  on  Company's  books  in  accordance  with  generally  accepted
accounting principles, (c) Liens which do not secure monetary liabilities of any
Person  and  that,  individually  or  in  the  aggregate,  do  not and would not
materially  detract  from  the  value  or  marketability of any of the assets of
Company  or  materially interfere with the use thereof as currently used and (d)
Liens  in  favor of carriers, warehousemen, mechanics, materialmen and landlords
granted  in  the  ordinary  course  of business for amounts not overdue or being
diligently


<PAGE>
contested  in  good  faith  by  appropriate  proceedings  and/or  which adequate
reserves  in accordance with generally accepted accounting principles shall have
been  set  aside  on  its  books.

"Person"  means any individual, partnership, joint venture, corporation, limited
 ------
liability  company,  trust,  unincorporated  organization  or other entity and a
government  or  any  department  or  agency  thereof.

"Process  Agent"  has  the  meaning  assigned  to  such  term  in  Section  9.6.
 --------------                                                    ------------

"Proprietary  Rights"  has the meaning assigned to such term in Section 4.21(a).
 -------------------                                            ---------------

"Proxy  Statement"  has  the  meaning  assigned  to such term in Section 6.7(a).
 ----------------                                                --------------

"Regulatory Law" means the Sherman Act, as amended, the Clayton Act, as amended,
 --------------
the  HSR  Act,  the  Federal  Trade  Commission  Act,  as amended, and all other
federal,  state  and  foreign  statutes,  rules,  regulations,  orders, decrees,
administrative  and  judicial  doctrines  and  other  laws  that are designed or
intended  to prohibit, restrict or regulate actions having the purpose or effect
of  monopolization  or  restraint  of trade or lessening of competition, through
merger  or  acquisition.

"Relevant  Courts"  has  the  meaning  assigned  to  such  term  in Section 9.6.
 ----------------                                                   -----------

"Reverse  Merger"  has  the  meaning  assigned  to  such  term  in  Section 1.1.
 ---------------                                                    -----------

"Sarbanes-Oxley  Act"  has  the meaning assigned to such term in Section 4.5(a).
 -------------------                                             --------------

"SEC"  has  the  meaning  assigned  to  such  term  in  Section  4.5(a).
 ---                                                    ---------------

"Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
 ---------------

"Stockholders'  Approval"  has  the  meaning  assigned  to  such term in Section
 -----------------------                                                 -------
4.4(d).
------

"Stockholders' Meeting" has the meaning assigned to such term in Section 6.4(a).
 ---------------------                                           --------------

"Stockholders"  means  the  Stockholders  of  Company.
 ------------

"Subsidiary"  shall  mean, when used with reference to any person or entity, any
 ----------
corporation,  partnership,  limited  liability  company,  business  trust, joint
venture  or  other entity of which such person or entity (either acting alone or
together  with its other Subsidiaries) owns, directly or indirectly, 50% or more
of  the  stock  or  other voting interests, the holders of which are entitled to
vote  for  the  election  of a majority of the board of directors or any similar
governing  body  of  such  corporation,  partnership, limited liability company,
business  trust,  joint  venture  or  other  entity.

"Superior  Proposal"  has  the  meaning assigned to such term in Section 6.3(b).
 ------------------                                              --------------

"Supplier"  has  the  meaning  assigned  to  such  term  in  Section  4.23(b).
 --------                                                    ----------------

"Surviving  Corporation"  has  the meaning assigned to such term in Section 1.1.
 ----------------------                                             -----------

"Tangible  Property  Leases"  has  the  meaning assigned to such term in Section
 --------------------------                                              -------
4.22.
----

"Taxes"  means  all  taxes, including, income, estimated income, gross receipts,
 -----
excise, property, sales, withholding, social security, occupation, use, service,
service use, license, payroll, franchise, transfer and recording taxes, fees and
charges,  windfall  profits,  severance,  customs, import, export, employment or
similar  taxes, charges, fees, levies or other assessments imposed by the United
States,  or  any  state,  local  or  foreign government or subdivision or agency
thereof,  whether computed on a separate, consolidated, unitary, combined or any
other  basis,  and  such  term  shall  include any interest, fines, penalties or
additional  amounts  and  any  interest  in  respect  of any additions, fines or
penalties attributable or imposed on or with respect to any such taxes, charges,
fees,  levies or other assessments, and any obligation to indemnify or otherwise
assume  or  succeed  to  the  Tax  liability  of  any  other  Person.

"Tax  Return" means any return, report or other document or information required
 -----------
to  be  supplied  to  a  taxing  authority  in  connection  with  Taxes.


<PAGE>
"Tribunal"  means  any  government,  any  arbitration  panel,  any  court or any
 --------
governmental department, commission, board, bureau, agency or instrumentality of
any  state  or  the  United  States.

"Union  Plans"  has  the  meaning  assigned  to  such  term  in  Section 4.5(a).
 ------------                                                    --------------

"Vendor  Receivables"  means  any  amounts owing to Company or any Subsidiary of
--------------------
Company  from  vendors of goods and products used in the business resulting from
discounts  for prompt payment, volume discounts, promotional programs or similar
vendor  special  pricing  and  term  arrangements.

"WCP,"  "WCPC"  and  "WCL"  have  the  meanings  assigned  to  such terms in the
 ----    ----
recitals.

"WCP,  WCPC  and  WCL Agreement" shall have the meaning assigned to such term in
 ------------------------------
the  recitals.


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------
<S>        <C>                                                                <C>
ARTICLE 1: THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.1   The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.2   Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . 1
     1.3   Consummation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     1.4   Effects of the Merger. . . . . . . . . . . . . . . . . . . . . . . . 2
     1.5   Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2: THE SURVIVING CORPORATION AND PARENT . . . . . . . . . . . . . . . . 2
     2.1   Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . 2
     2.2   By-Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     2.3   Directors and Officers of Surviving Corporation. . . . . . . . . . . 2
ARTICLE 3: CONVERSION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . 3
     3.1   Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . 3
     3.2   Acquisition Sub Shares . . . . . . . . . . . . . . . . . . . . . . . 4
     3.3   Dissenting Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 4
     3.4   Surrender and Payment. . . . . . . . . . . . . . . . . . . . . . . . 4
     3.5   Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     3.6   Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF COMPANY. . . . . . . . . . . . . . 6
     4.1   Organization, Standing, etc. of Company. . . . . . . . . . . . . . . 6
     4.2   Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     4.3   Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     4.4   Authority; Non-Contravention; Approval . . . . . . . . . . . . . . . 8
     4.5   SEC Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
     4.6   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .10
     4.7   Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . .10
     4.8   No Liabilities as Guarantor. . . . . . . . . . . . . . . . . . . . .11
     4.9   Absence of Certain Changes or Events . . . . . . . . . . . . . . . .11
     4.10  Taxes and Tax Returns. . . . . . . . . . . . . . . . . . . . . . . .11
     4.11  Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . .13
     4.12  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
     4.13  Compliance with Agreements . . . . . . . . . . . . . . . . . . . . .14
     4.14  Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . .14
     4.15  Employee Benefit Plans; ERISA. . . . . . . . . . . . . . . . . . . .14
     4.16  Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .16
     4.17  Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
     4.18  Accounts Receivable and Vendor Receivables . . . . . . . . . . . . .17
     4.19  Real Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
     4.20  Tangible Personal Property Leases. . . . . . . . . . . . . . . . . .18
     4.21  Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . .18
     4.22  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
     4.23  Commercial Relationships . . . . . . . . . . . . . . . . . . . . . .19
     4.24  Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . .20
     4.25  Contracts and Commitments; Suppliers and Customers . . . . . . . . .22
     4.26  Section 203 of the DGCL Not Applicable . . . . . . . . . . . . . . .23
     4.27  Government Contracts . . . . . . . . . . . . . . . . . . . . . . . .23
     4.28  Relations with Governments . . . . . . . . . . . . . . . . . . . . .23
     4.29  Stockholder Rights Plan. . . . . . . . . . . . . . . . . . . . . . .23
     4.30  No Existing Discussions. . . . . . . . . . . . . . . . . . . . . . .23
     4.31  Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . .23
     4.32  Advisors' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .24
     4.33  Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . .24
     4.34  Certain Loans, Split Dollar Arrangements and Other Transactions. . .24
     4.35  Territorial Restrictions . . . . . . . . . . . . . . . . . . . . . .24
     4.36  Product Liability. . . . . . . . . . . . . . . . . . . . . . . . . .24


<PAGE>
     4.37  Immigration Compliance . . . . . . . . . . . . . . . . . . . . . . .24
     4.38  Preference Payments. . . . . . . . . . . . . . . . . . . . . . . . .25
     4.39  Vote Required. . . . . . . . . . . . . . . . . . . . . . . . . . . .25
     4.40  Minority Business Status . . . . . . . . . . . . . . . . . . . . . .25
     4.41  Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
     4.42  Definition of Company's Knowledge. . . . . . . . . . . . . . . . . .25
     4.43  No Additional Representations. . . . . . . . . . . . . . . . . . . .25
     4.44  Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
ARTICLE 5: REPRESENTATIONS AND WARRANTIES OF PARENT . . . . . . . . . . . . . .26
     5.1   Organization, Standing, etc. of Parent . . . . . . . . . . . . . . .26
     5.2   Authorization and Execution. . . . . . . . . . . . . . . . . . . . .26
     5.3   Absence of Conflicts; Governmental Authorizations. . . . . . . . . .26
     5.4   Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . .27
     5.5   SEC Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
     5.6   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .28
     5.7   Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . .28
     5.8   Absence of Adverse Changes . . . . . . . . . . . . . . . . . . . . .28
     5.9   Actions and Proceedings. . . . . . . . . . . . . . . . . . . . . . .28
     5.10  Proxy Statement and Registration Statement . . . . . . . . . . . . .28
     5.11  Advisors' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .29
     5.12. Company Shares and Acquisition Sub Interests . . . . . . . . . . . .29
     5.13  Definition of Parent's Knowledge . . . . . . . . . . . . . . . . . .29
     5.14  Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
     5.15  Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
ARTICLE 6: COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
     6.1   Conduct of Business by Company Pending the Merger. . . . . . . . . .29
     6.2   Control of Operations. . . . . . . . . . . . . . . . . . . . . . . .32
     6.3   No Solicitation by Company . . . . . . . . . . . . . . . . . . . . .32
     6.4   Meeting of Company Stockholders and Meeting of SSI Stockholders. . .34
     6.5   Agreement to Cooperate; \f C \l 2. . . . . . . . . . . . . . . . . .34
     6.6   Access to Information. . . . . . . . . . . . . . . . . . . . . . . .35
     6.7   Proxy Statement. . . . . . . . . . . . . . . . . . . . . . . . . . .35
     6.8   Expenses and Fees. . . . . . . . . . . . . . . . . . . . . . . . . .36
     6.9   Public Statements. . . . . . . . . . . . . . . . . . . . . . . . . .36
     6.10  Company Employees. . . . . . . . . . . . . . . . . . . . . . . . . .36
     6.11  Notification of Certain Matters; Supplemental Disclosure . . . . . .37
     6.12  Reliance Upon Warranties, Representations and Agreements of Company 37
     6.13  Reliance Upon and Enforcement of Representations, Warranties and
           Agreements of Parent and Acquisition Sub . . . . . . . . . . . . . .38
     6.14  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . .38
     6.15  Maintenance of Company Records . . . . . . . . . . . . . . . . . . .39
     6.16  Stockholder Litigation . . . . . . . . . . . . . . . . . . . . . . .40
     6.17  Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
     6.18  Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
ARTICLE 7: CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
     7.1   Conditions to Each Party's Obligation to Effect the Merger . . . . .40
     7.2   Conditions to Obligation of Company to Effect the Merger . . . . . .40
     7.3   Conditions to Obligations of Parent to Effect the Merger . . . . . .41
ARTICLE 8: TERMINATION, AMENDMENT AND WAIVER. . . . . . . . . . . . . . . . . .42
     8.1   Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
     8.2   Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . .43
     8.3   Termination Payment by Company . . . . . . . . . . . . . . . . . . .45
     8.4   Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
     8.5   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47


<PAGE>
ARTICLE 9: GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . .47
     9.1   Non-Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
     9.2   Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
     9.3   Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
     9.4   Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . .48
     9.5   Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . .48
     9.6   Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
     9.7   Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
     9.8   Parties In Interest. . . . . . . . . . . . . . . . . . . . . . . . .49
     9.9   Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
     9.10  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .49
     9.11  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . .49
     9.12  Section Headings; Construction . . . . . . . . . . . . . . . . . . .49
     9.13  Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .50
     9.14  Rules of Construction. . . . . . . . . . . . . . . . . . . . . . . .50
     9.15  Waiver of Trial by Jury. . . . . . . . . . . . . . . . . . . . . . .50
</TABLE>

<PAGE>




                          AGREEMENT AND PLAN OF MERGER



                                  May 11, 2004




<PAGE>