xedar8kex1017272007.htm


     

    
      

      

    

    Exhibit
      10.1

     

    
      


       

      Stock
        Purchase Agreement

       

      among

       

      Xedar
        Corporation

      


      and

      


      Atlantic
        Systems Corporation,

      a
        Virginia corporation

      


      and

       

      Don
        W. Rakestraw, Jeffrey R. Grime, and J.O. McFalls,
        III

       

      Constituting
        All of The Shareholders of

      


      Atlantic
        Systems Corporation,

      a
        Virginia corporation

       

      


       

      Effective
        as of March  22,
        2007

       

      


      


      
        
           

        

        
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      Stock
        Purchase Agreement

       

      This
        Stock Purchase Agreement (this "Agreement") is entered
        into effective as of March 22, 2007, (the
        "Effective Date"), by and among Xedar Corporation., a
____________Colorado corporation
        ("Buyer"), Don W. Rakestraw, Jeffrey R. Grime, and
        J.O. McFalls, III (each individually a "Shareholder"
        and collectively the "Shareholders"), constituting all
        of the Shareholders of Atlantic Systems Corporation, a Virginia corporation
        (the
        "Company"), and the Company.

       

      RECITALS

       

      A.           Don
        W. Rakestraw owns 23,000 shares of the common stock of the
        Company ("Shares"), Jeffrey R. Grime owns 17,000
        Shares, and J.O. McFalls, III owns 4,444 Shares, and together the Shareholders
        own one hundred percent (100%) of the issued and outstanding capital stock
        of
        the Company.

       

      B.           The
        Shareholders desire and intend to sell the Shares, constituting 100% of the
        issued and outstanding capital stock of the Company, to Buyer at the price
        and
        on the terms and subject to the conditions set forth below.

       

      C.           Buyer
        desires and intends to purchase the Shares, constituting 100% of the issued
        and
        outstanding capital stock of the Company, from the Shareholders at the price
        and
        on the terms and subject to the conditions set forth below.

       

      AGREEMENT

       

      In
        consideration of the terms hereof, the parties agree as follows:

       

      ARTICLE
        I – DEFINITIONS

       

      1.1           Definitions

       

      Capitalized
        terms shall have the
        meanings set forth herein.

       

      ARTICLE
        II - PURCHASE AND SALE OF SHARES

       

      
        	
                2.1

              	
                Purchase
                  and Sale of Shares

              


      

       

      On
        the
        terms and subject to the conditions of this Agreement, Buyer agrees to purchase
        the Shares, constituting 100% of the issued and outstanding capital stock
        of the
        Company, from the Shareholders, and the Shareholders agree to sell the Shares,
        constituting 100% of the issued and outstanding capital stock of the Company,
        to
        Buyer.  Schedule 2.1 lists personal items owned by the Sellers,
        which items are excluded from the sale hereunder, but may be located on the
        business premises of the Company.

       

      
        	
                2.2

              	
                Consideration
                  for Shares

              


      

       

      The
        aggregate purchase price (the "Purchase Price") for
        the Shares shall be payable in two installments:

       

      (a)           The
        first installment  (the "Closing Payment")
        shall consist of three million (3,000,000) shares, no par value per share,
        of
        the common stock (the "Stock") of Buyer, payable as
        set forth in Section 2.2.1.

       

       

      
        
           

        

        
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      (b)           The
        second installment (the "Post Closing Payment") shall
        consist of that number of shares of Stock equal to five million one hundred
        eight thousand six hundred ninety six dollars ($5,108,696) worth of Stock,
        valued at a price per share ("Post Closing Payment Price Per
        Share") equal to the average closing price of the Stock, as quoted
        on the OTC Bulletin Board, for the 10 days before and 10 days after such
        Stock
        is registered pursuant to a registration statement declared effective by
        the
        United States Securities and Exchange Commission (the
        "SEC"), payable as set forth in Section
        2.2.1.

       

      Unless
        and until the Stock is registered, all Stock constituting a portion of the
        Purchase Price shall be "restricted stock" as that term is define in Rule
        144
        promulgated under the Securities Act of 1933, as amended (the
        "Act").

       

      
        	
                 

              	
                2.2.1

              	
                Payment

              


      

       

      (a)           First
        installment:  At Closing (as defined below) Buyer shall pay the
        Closing Payment by directing its transfer agent, Computershare Trust Company,
        Inc. (the "Transfer Agent"), to (a) issue to Don W.
        Rakestraw 1,554,000 shares of Stock; (b) issue to Jeffrey R. Grime 1,146,000
        shares of Stock; and (c) issue to J.O. McFalls, III 300,000 shares of
        Stock.

       

      (b)           Second
        Installment:  Not later than five (5) days after the determination of
        Post Closing Payment Price Per Share, Buyer shall pay the Post Closing Payment
        by directing its Transfer Agent to issue to each Don W. Rakestraw and Jeffrey
        R.
        Grime their pro rata share (in accordance with their percentage ownership
        of the
        issued and outstanding capital stock of the Company) of the number of shares
        of
        Stock required to be issued by Buyer pursuant to Section 2.2(b)
        hereof.

       

      
        	
                 

              	
                2.2.2

              	
                Registration
                  Rights and Lock-Up Agreement; Adjustment to Purchase
                  Price

              


      

       

       (a)           At
        or prior to Closing, Don W. Rakestraw, Jeffrey R. Grime, and J.O. McFalls,
        III
        shall each execute a registration rights and lock-up agreement
        ("Registration and Lock-Up Agreement") in
        substantially the form attached hereto as Exhibit
        2.2.2.  The Registration and Lock-Up Agreement, shall
        provide, among other things, that Buyer shall use its best commercial efforts
        to
        file, with the SEC, a registration statement with respect to the Stock within
        90
        days of the Closing and that Buyer shall use its best commercial efforts
        to
        cause such registration statement to be declared effective within 180 days
        of
        the Closing.  The Registration and Lock-Up Agreement shall further
        provide, among other things, that the Shareholders shall be prohibited from
        selling the Stock for a period of one year after the Closing, subject to
        waiver
        by Buyer, and the following conditions:  (i) Buyer shall waive the
        lock-up with respect to an aggregate of $5,108,696 worth of Stock held by
        the
        Shareholders (on a pro rata basis) immediately after the effective date of
        the
        registration statement pursuant to which the Stock is registered; (ii) Buyer
        shall waive the lock-up with respect to one half of the remaining Stock held
        by
        the Shareholders on a pro rata basis with the waiver or expiration of certain
        other lock up agreements to which certain other shareholders of Buyer are
        subject; and (iii) Buyer shall waive the lock-up with respect to all remaining
        Stock held by the Shareholders upon: (A) the waiver or expiration of all
        other
        lock up agreements to which all other shareholders of Buyer are subject;
        and (B)
        such other shareholders are afforded a reasonable opportunity and period
        of time
        to sell their Stock.  Pursuant to the Registration and Lock-Up
        Agreement, Buyer shall further covenant that it shall include all Stock to
        be
        delivered as a portion of the Purchase Price in the first registration statement
        filed by Buyer with the SEC after the Closing Date (as defined
        below).  It is the intent of Buyer to file the registration statement
        required to be filed pursuant to this Section 2.2.2 no later than March 31,
        2007.


      
        
           

        

        
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       (b)           "Actual
        Net Equity" shall mean the Company's total assets less total
        liabilities (for purposes of this definition, total assets and total liabilities
        shall be determined in conformity with GAAP and in a manner consistent with
        that
        used to prepare the Financial Statements (as defined below)).  No
        later than the Closing Date (as defined below), the Company shall prepare
        and
        deliver to Buyer a balance sheet (the "Closing Balance
        Sheet"), prepared in conformity with GAAP and in a manner
        consistent with that used to prepare the Financial Statements (as defined
        in
        Section 3.6).  Schedule 2.2.2(b) sets forth a complete and
        accurate list of all material accounts receivable and accounts payable of
        Seller
        as of the date of the Closing Balance Sheet, and the Shareholders and the
        Company hereby jointly and severally represent and warrant that each such
        account receivable and payable is valid, enforceable and represents amounts
        due
        for services performed or sales actually made in the ordinary course of business
        and properly reflect the amounts due or payable.

       

      
        	
                2.3

              	
                Closing

              


      

       

      The
        closing of the transactions contemplated herein (the
        "Closing") shall occur at 3:00 p.m. on Thursday, March
        22, 2007, and shall be held at the offices of Buyer,
        or at such other time, place and
        date as Buyer and the Company shall agree (the "Closing
        Date").  At the Closing Buyer and the Shareholders shall
        take all such action and deliver all such documents, instruments, certificates
        and other items as may be required, under this Agreement or otherwise, in
        order
        to perform or fulfill all covenants, conditions and agreements on its part
        to be
        performed or fulfilled at or before the Closing Date and to cause all conditions
        precedent to the other parties' obligations under this Agreement to be satisfied
        in full.

       

      ARTICLE
        III - REPRESENTATIONS AND WARRANTIES

       

      OF
        THE SHAREHOLDERS AND THE COMPANY

       

      
        	
                3.1

              	
                Shareholder
                  Representations and
                  Warranties

              


      

       

      To
        induce
        the Buyer to enter into and perform this Agreement, the Shareholders and
        the
        Company represent and warrant to Buyer, as of the Effective Date and as of
        the
        Closing, as follows in this Article III.

       

      
        	
                 

              	
                3.1.1

              	
                Good
                  Title

              


      

       

      Each
        Shareholder represents with respect to itself, and the Company represents
        with
        respect to itself and each Shareholder, as follows in this Section 3.1: Pursuant
        to the Company's Articles of Incorporation, the capital stock of the Company
        consists of a single class of common stock and the Company is authorized
        to
        issued up to 100,000 shares of common stock.  There are currently
        issued and outstanding forty four thousand four hundred forty four (44,444)
        shares  of the Company's common stock.  Don W. Rakestraw
        owns 23,000 Shares, constituting fifty one point eight percent (51.8%) of
        the
        issued and outstanding Shares of the Company, Jeffrey R.
        Grime owns 17,000 Shares, constituting thirty eight point two percent (38.2%)
        of
        the issued and outstanding Shares of the Company, and J.O. McFalls, III owns
        4,444 Shares, constituting ten percent (10%) of the issued and outstanding
        Shares of the Company; and together the Shareholders own one hundred percent
        (100%) of the issued and outstanding capital stock of the
        Company.  Such Shares are owned free and clear of any lien,
        encumbrance, adverse claim, restriction on sale, transfer or voting (other
        than
        restrictions imposed by applicable securities laws), preemptive right, option
        or
        other right to purchase, and upon the consummation of the sale of such Shares
        as
        contemplated hereby, Buyer will have good title to such Shares, free and
        clear
        of any lien, encumbrance, adverse claim, restriction on sale, transfer or
        voting
        (other than restrictions imposed by applicable securities laws), preemptive
        right, option or other right to purchase.


      
        
           

        

        
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                3.1.2

              	
                Authority

              


      

       

      Each
        Shareholder has all requisite power, right and authority to enter into this
        Agreement, including the exhibits and schedules hereto, and each other agreement
        or document (collectively the "Transaction Documents")
        entered into in connection with this Agreement to which it is a party, to
        consummate the transactions contemplated hereby and thereby, and to sell
        and
        transfer the Shares without the consent or approval of any other person or
        entity.  Such Shareholder has taken, or will take prior to the
        Closing, all actions necessary for the authorization, execution, delivery
        and
        performance of this Agreement and the other Transaction Documents.

       

      
        	
                 

              	
                3.1.3

              	
                Enforceability

              


      

       

      This
        Agreement has been, and the other Transaction Documents to which each
        Shareholder is a party on the Closing will be, duly executed and delivered
        by
        such Shareholder, and this Agreement is, and each of the other Transaction
        Documents to which a Shareholder is a party on the Closing will be, the legal,
        valid and binding obligation of such Shareholder, enforceable against such
        Shareholder in accordance with its terms.

       

      
        	
                 

              	
                3.1.4

              	
                No
                  Approvals or Notices Required; No
                  Conflicts

              


      

       

      The
        execution, delivery and performance of this Agreement and the other Transaction
        Documents by the Company and each Shareholder, and the consummation of the
        transactions contemplated hereby and thereby, will not (a) constitute a
        violation (with or without the giving of notice or lapse of time, or both)
        of
        any provision of any law or any judgment, decree, order, regulation or rule
        of
        any court, agency or other governmental authority applicable to the Company
        or
        such Shareholder, (b) require any consent, approval or authorization of, or
        declaration, filing or registration with, any person or entity, (c) result
        in a default (with or without the giving of notice or lapse of time, or both)
        under, acceleration or termination of, or the creation in any party of the
        right
        to accelerate, terminate, modify or cancel, any agreement, lease, note or
        other
        restriction, encumbrance, obligation or liability to which the Company is
        a
        party or by which it is bound or to which any assets of the Company are subject,
        or (d) result in the creation of any lien or encumbrance upon the assets
        of the Company or upon the Shares.

       

      
        	
                 

              	
                3.1.5

              	
                Securities
                  Representations

              


      

       

      (a)           Each
        Shareholder is familiar with the term "accredited investor" and its use in
        connection with private placements of securities under applicable U.S. federal
        and state laws.  Each Shareholder represents and warrants that such
        Shareholder is an accredited investor as such term is defined in Rule 501(a)
        promulgated under the Securities Act of 1933, as amended (the
        "Act").

       

      (b)           Each
        Shareholder (i) is aware of the Buyer's business affairs and financial
        condition, has reviewed the most recent current, quarterly, and annual reports
        of Buyer filed with the SEC pursuant to the requirements of the Securities
        Exchange Act of 1934 Act, as amended (the "Exchange
        Act"); and (ii) has acquired sufficient information about Buyer
        to
        reach an informed and knowledgeable decision to acquire the
        Stock.  Each Shareholder has such knowledge and experience in
        financial and business matters as to make such Shareholder capable of utilizing
        said information to evaluate the risks of the prospective investment and
        to make
        an informed investment decision.  Each Shareholder has been furnished
        with all information which such Shareholder deems necessary to evaluate the
        merits and risks of the purchase of the Stock, and such Shareholder has had
        the
        opportunity to ask questions and receive answers concerning the Stock and
        Buyer
        from the officers and directors of Buyer, and to obtain any additional
        information concerning the Stock or Buyer necessary to verify the accuracy
        of
        the information furnished or made available to such Shareholder in connection
        herewith.  Each Shareholder is able to bear the economic risk of such
        Shareholder's investment in the Stock.  Each Shareholder is purchasing
        the Stock for investment for his or her own account only and not with a view
        to,
        or for resale in connection with, any "distribution" thereof within the meaning
        of the Act.


      
        
           

        

        
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      (c)           Each
        Shareholder understands that the Stock has not been registered under the
        Act by
        reason of a specific exemption therefrom, which exemption depends upon, among
        other things, the bona fide nature of such Shareholder's investment intent
        as
        expressed herein.

       

      (d)           Each
        Shareholder understands that the Stock is a "restricted security" under
        applicable U.S. federal and state securities laws and that, pursuant to
        these laws, each Shareholder must hold the Stock indefinitely unless and
        until
        the Stock is registered (as required by Section 2.2.2 hereof) with the SEC
        and
        qualified by state authorities or an exemption from such registration and
        qualification requirements is available.  Each Shareholder further
        acknowledges that if an exemption from registration or qualification is
        available, it may be conditioned on various requirements including, but not
        limited to, the time and manner of sale, the holding period for the Stock,
        and
        requirements relating to Buyer which are outside of the Shareholder's control
        and which the Buyer is under no obligation to, and may not be able to,
        satisfy.

       

      (e)           Each
        Shareholder understands that such Shareholder may suffer adverse tax
        consequences as a result of such Shareholder's purchase or disposition of
        the
        Stock.  Each Shareholder represents that such Shareholder has
        consulted any tax consultants such Shareholder deems advisable in connection
        with the purchase or disposition of the Stock and that such Shareholder is
        not
        relying on Buyer for any tax advice.

       

      
        	
                3.2

              	
                Company
                  Organization; Good Standing; Corporate Authority;
                  Enforceability

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  The Company is a corporation validly existing and in good
        standing under the laws of the state of Virginia.  The Company is duly
        qualified to do business, and is in good standing in each state where such
        qualification is required due to (a) the ownership or leasing of real or
        personal property for use in the operation of the Company's business or
        (b) the nature of the business conducted by the Company.  The
        Company has all requisite power, right and authority to own, operate and
        lease
        its properties and assets, to carry on its business as now conducted and
        as
        represented to Buyer by the Company to be conducted, to execute, deliver
        and
        perform its obligations under this Agreement and the other Transaction Documents
        to which it is a party, and to carry out the transactions contemplated hereby
        and thereby.

       

      All
        actions on the part of the Company and its Shareholders necessary for the
        authorization, execution, delivery and performance of this Agreement and
        the
        other Transaction Documents, the consummation of the transactions contemplated
        hereby and thereby, and the performance of all of the Company's and
        Shareholders' obligations under this Agreement and the other Transaction
        Documents have been taken or will be taken at or prior to the
        Closing.  This Agreement has been, and the other Transaction Documents
        to which the Company and/or a Shareholder is a party on the Closing will
        be,
        duly executed and delivered by the Company and/or such Shareholder(s), and
        this
        Agreement is, and each of the other Transaction Documents to which the Company
        and/or a Shareholder is a party on the Closing will be, a legal, valid and
        binding obligation of the Company and such Shareholder(s), enforceable against
        the Company and such Shareholder(s) in accordance with its terms.

       

      
        	
                3.3

              	
                Capitalization

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:

       

      (a)           Pursuant
        to the Company's Articles of Incorporation, the capital stock of the Company
        consists of a single class of common stock and the Company is authorized
        to
        issued up to 100,000 shares of common stock.  There are currently
        issued and outstanding forty four thousand for hundred forty four (44,444)
        shares of the Company's common stock.


      
        
           

        

        
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      (b)           Don
        W. Rakestraw owns 23,000 Shares, constituting fifty one point eight percent
        (51.8%) of the issued and outstanding Shares of the
        Company, Jeffrey R. Grime owns 17,000 Shares, constituting thirty eight point
        two percent (38.2%) of the issued and outstanding Shares of the Company,
        and
        J.O. McFalls, III owns 4,444 Shares, constituting ten percent (10%) of the
        issued and outstanding Shares of the Company; and together the Shareholders
        own
        one hundred percent (100%) of the issued and outstanding capital stock of
        the
        Company.  Except for the Shareholders, who together hold one hundred
        percent (100%) of the issued and outstanding capital stock of the Company,
        no
        person or entity holds any interest in or to any capital stock of the
        Company.

       

      (c)           There
        are no outstanding rights of first refusal, preemptive rights, options,
        warrants, conversion rights or other agreements, either directly or indirectly,
        for the purchase or acquisition from the Company of any capital stock or
        other
        rights (economic or otherwise) of the Company.

       

      (d)           The
        Company is not a party or subject to any agreement or understanding, and
        there
        is no agreement or understanding between any person or entity, that affects
        or
        relates to the voting or giving of written consents with respect to any capital
        stock of the Company or the voting by any Shareholder of the
        Company.

       

      (e)           The
        Shares are certificated and at Closing each Shareholder party hereto shall
        deliver to Buyer a certificate, duly endorsed, representing the Shares owned
        by
        such Shareholder, such that upon Closing Buyer shall possess certificates,
        duly
        endorsed, representing 100% of the issued and outstanding Shares and
        constituting 100% of the issued and outstanding capital stock of the
        Company.-

       

      
        	
                3.4

              	
                Subsidiaries
                  and Affiliates

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  Except for Point One, L.L.C., a Virginia limited liability
        company in good standing, and wholly owned subsidiary of the Company, the
        Company does not have, and has never had, any subsidiaries and the Company
        does
        not own, directly or indirectly, any ownership, equity, profits or voting
        interest in, or otherwise control, any corporation, partnership, limited
        liability company, joint venture or other entity, and has no agreement or
        commitment to purchase any such interest.  Herein, references to the
        Company or the conduct of its business, except as otherwise required by the
        context thereof, shall refer to both Atlantic Systems Corporation, a Virginia
        corporation, and its wholly owned subsidiary, Point One, L.L.C., a Virginia
        limited liability company.

       

      
        	
                3.5

              	
                No
                  Approvals or Notices Required; No
                  Conflicts

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as follows:
        The
        execution, delivery and performance of this Agreement and the other Transaction
        Documents, and the consummation of the transactions contemplated hereby and
        thereby, will not (a) constitute a violation (with or without the giving of
        notice or lapse of time, or both) of any provision of any law or any judgment,
        decree, order, regulation or rule of any court, agency or other governmental
        authority applicable to the Company, (b) require any consent, approval or
        authorization of, or declaration, filing or registration with, any person
        or
        entity, (c) result in a default (with or without the giving of notice or
        lapse of time, or both) under, acceleration or termination of, or the creation
        in any party of the right to accelerate, terminate, modify or cancel, any
        agreement, lease, note or other restriction, encumbrance, obligation or
        liability to which the Company is a party or by which it is bound or to which
        any assets of the Company are subject, (d) result in the creation of any
        lien or encumbrance upon the assets of the Company, or upon any Shares or
        other
        securities of the Company, (e) conflict with or result in a breach of or
        constitute a default under any provision of the ____________Articles of Incorporation
        or ____________Bylaws of the
        Company, or (f) invalidate or
        adversely affect any permit, license, authorization or status used in the
        conduct of the business of the Company.


      
        
           

        

        
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                3.6

              	
                Financial
                  Statements; Obligations

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as follows:
        The
        Company has delivered to Buyer (a) balance sheets and statements of
        operations, Shareholder' equity and cash flows of the Company at and for
        the
        fiscal years ended 2005 and  2006, and
        accompanying notes, and (b) unaudited balance sheets and unaudited
        statements of operations and cash flows of the Company at and for the one
        (1)  month ended January 31, 2007.  All the foregoing
        financial statements (including the notes thereto) are referred to as the
        "Financial Statements".  The Financial
        Statements have been prepared in conformity with GAAP consistently applied
        throughout the periods covered, except as may be indicated in the notes thereto,
        and present fairly the financial position, results of operations and changes
        in
        financial position of the Company at the dates and for the periods indicated,
        subject, in the case of the unaudited financial statements, to normal recurring
        period-end adjustments.  The Company has no liabilities or obligations
        of any nature (absolute, accrued or contingent) that are not fully reflected
        or
        reserved against in the Closing Balance Sheet, as prescribed by GAAP and
        the
        Financial Accounting Standards Board, except liabilities or obligations incurred
        since the date of the Closing Balance Sheet in the ordinary course of business
        and consistent with past practice.  The Company maintains and will
        continue to maintain standard systems of accounting established and administered
        in accordance with GAAP.  The Company is not a guarantor, indemnitor,
        surety or other obligor of any indebtedness of any other person or
        entity.  Disclosure Schedule 3.6 sets forth all promissory
        notes, loans, lines of credits or similar obligations pursuant to which the
        Company is an obligor, together with all the amounts owed by the Company
        under
        such obligations, as of the Closing, and all liabilities under real property
        and
        equipment leases of the Company (the "Operating
        Liabilities").

       

      
        	
                3.7

              	
                Absence
                  of Certain Changes or
                  Events

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as follows:
        Except
        (a) as and to the extent reflected or reserved against in the Closing
        Balance Sheet and (b) for liabilities and obligations incurred in the
        ordinary course of business since the Closing Balance Sheet, which are not
        material in amount, there are no liabilities or obligations of any nature
        relating to the Company, due or to become due, known or unknown, accrued,
        absolute, contingent or otherwise, that would be required to be included
        in a
        balance sheet prepared in accordance with GAAP.  The Company has not
        entered into or agreed to enter into any transaction, agreement or commitment,
        suffered the occurrence of any event or events or experienced any change
        in
        financial condition, business, results of operations or otherwise that, in
        the
        aggregate, has (i) interfered with the normal and usual operations of the
        business or business prospects of the business or (ii) resulted in a
        material adverse change in the business, assets, operations, prospects or
        condition (financial or other) or could reasonably be expected to have such
        material adverse effect.


      
        
           

        

        
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                3.8

              	
                Taxes

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:

       

      (a)           For
        purposes of this Agreement, the term "Taxes," means
        (i) any and all federal, state, local and foreign taxes, assessments and
        other governmental charges, duties, impositions and liabilities, including,
        without limitation, taxes based upon or measured by gross receipts, income,
        profits, sales, use and occupation, and value added, ad valorem, transfer,
        franchise, withholding, payroll, recapture, employment, excise and property
        taxes, together with all interest, penalties and additions imposed with respect
        to such amounts; (ii) any liability for the payment of any amounts of the
        type described in clause (i) as a result of being or ceasing to be a member
        of an affiliated, consolidated, combined or unitary group for any period
        (including, without limitation, any liability under Treasury Regulation
        Section 1.1502-6 or any comparable provision of foreign, state or local
        law); and (iii) any liability for the payment of any amounts of the type
        described in clause (i) or (ii) as a result of any express or implied
        obligation to indemnify any other Person or as a result of any obligations
        under
        any agreements or arrangements with any other Person with respect to such
        amounts and including any liability for taxes of a predecessor entity; and
        the
        term "Tax" means any one of the foregoing Taxes.

       

      (b)           The
        Company has filed on a timely basis all reports, returns, declarations, claims
        for refund, information returns, statements or other similar documents,
        including any schedules or attachments thereto, and including any amendment
        thereof with respect to any Taxes ("Tax Returns") that
        the Company was required to file.  All such Tax Returns were correct
        and complete in all respects and have been prepared and completed in accordance
        with applicable law, including all and were prepared in accordance with the
        applicable statutes, rules and regulations.  No such Tax Returns are
        currently the subject of audit or examination nor has the Company been notified
        in writing, or otherwise, of any request for an audit or
        examination.  All Taxes owed by the Company (whether or not shown on
        any Tax Return) were paid in full when due or are being contested in good
        faith
        and are supported by adequate reserves on the Financial
        Statements.  The Company has provided adequate reserves on its
        Financial Statements for the payment of any Taxes accrued but not yet due
        and
        payable.  The Company is not currently the beneficiary of any
        extension of time within which to file any Tax Return, and the Company has
        not
        waived any statute of limitations in respect of Taxes or agreed to any extension
        of time with respect to any Tax assessment or deficiency.  The Company
        has duly and timely withheld from employee salaries, or wages or other
        compensation (whether or not paid in cash) and other amounts paid to creditors,
        independent contractors and other third parties and paid over to the appropriate
        governmental authority all amounts required to be so withheld and paid over
        for
        all periods under all applicable Tax or other laws.  No amounts have
        been or would be required to be withheld with respect to the lapse of
        restrictions on the Shares.  The Tax Returns of the Company do not
        contain a disclosure under Section 6662 of the Internal Revenue Code of
        1986, as amended (the "Code") (or any predecessor
        provision or comparable provision of state, local or foreign
        law).  The Company does not do business in or derive income from any
        state, local or foreign jurisdiction other than those jurisdictions for which
        Tax Returns have been duly filed by the Company.

       

      (c)           There
        is no dispute, claim or proposed adjustment concerning any Tax liability
        of the
        Company either (A) claimed or raised by any authority in writing or
        (B) based upon personal contact with any agent of such
        authority.  The Company is not a party to nor has it been notified in
        writing or, otherwise, that it is the subject of any pending, proposed or
        threatened action, investigation, proceeding, audit, claim or assessment
        by or
        before the IRS or any other governmental authority, and no claim for assessment,
        deficiency or collection of Taxes, or proposed assessment, deficiency or
        collection from the IRS or any other governmental authority which has not
        been
        satisfied, nor does the Company have any reason to believe that any such
        notice
        will be received in the future.  The IRS has never audited any Tax
        Return of the Company.  The Company has not filed any requests for
        rulings with the IRS.  No power of attorney has been granted by the
        Company, its Shareholders or their affiliates with respect to any matter
        relating to Taxes of the Company.  There are no Tax liens of any kind
        upon any property or assets of the Company, except for inchoate liens for
        Taxes
        not yet due and payable.

       

      
        	
                3.9

              	
                Property

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:

       

      (a)           Disclosure
        Schedule 3.9(a) contains a complete and accurate list of all real
        property that is owned, leased, rented or used by the Company (the
        "Real Property").  The Company has delivered
        to Buyer true and complete copies of all leases, subleases, rental agreements,
        contracts of sale, tenancies or licenses relating to the Real
        Property.

       

      (b)           Disclosure
        Schedule 3.9(b) contains a complete and accurate list of each item of
        personal property having a book value in excess of $2,000 that is owned,
        leased,
        rented or used by the Company (the "Personal
        Property"); and the Company has delivered to Buyer true and
        complete copies of all leases, subleases, rental agreements, contracts of
        sale,
        tenancies or licenses relating to the Personal Property.

       

      (c)           The
        Real Property and the Personal Property include all properties and assets
        (whether real, personal or mixed, tangible or intangible) reflected in the
        Balance Sheet and all the properties and assets purchased by the Company
        since
        the date of the Balance Sheet (except for such properties or assets sold
        since
        the date of the Balance Sheet in the ordinary course of business and consistent
        with past practice).  The Real Property and the Personal Property
        include all property used in the business of the Company.

       

      (d)           The
        Company's title to or leasehold interest in, as applicable, each parcel of
        the
        Real Property is free and clear of all liens, mortgages, pledges, deeds of
        trust, security interests, charges, encumbrances, institutional controls
        and
        other adverse claims or interests of any kind.

       

      (e)           The
        Company's offices, manufacturing and production facilities and other structures
        and the Company's Personal Property are adequate for the uses to which they
        are
        being put and there are no applicable adverse zoning, building or land use
        codes
        or rules, ordinances, regulations or other restrictions relating to zoning
        or
        land use that currently or may prospectively prevent, or cause the imposition
        of
        material fines or penalties as the result of, the use of all or any portion
        of
        the Real Property for the conduct of the business as presently
        conducted.  The Company has received all necessary approvals with
        regard to occupancy and maintenance of the Real Property.

       

       (g)           Each
        lease of any portion of the Real Property and each lease, license, rental
        agreement, contract of sale or other agreement to which the Personal Property
        is
        subject is valid, binding and enforceable in accordance with its terms against
        the parties thereto; the Company has performed all obligations imposed upon
        it
        thereunder; and the Company is not in default thereunder, nor is there any
        event
        that with notice or lapse of time, or both, would constitute a default
        thereunder.  No consent is required from any Person under any lease or
        other agreement or instrument relating to the Real Property or Personal Property
        in connection with the consummation of the transactions contemplated by this
        Agreement, and the Company has not received notice that any party to any
        such
        lease or other agreement or instrument intends to cancel, terminate or refuse
        to
        renew the same or to exercise or decline to exercise any option or other
        right
        thereunder.  The Company has not granted any lease, sublease, tenancy
        or license of any portion of the Real Property or Personal
        Property.


      
        
           

        

        
          -
            9
            -

          
            

          

        

        
           

        

      


       

      
        	
                3.10

              	
                Contracts

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as follows:
        Disclosure Schedule 3.10 contains a complete and accurate list as of all
        material contracts, agreements, arrangements and understandings, oral or
        written, to which the Company is a party or by which the Company is bound,
        including, without limitation, all security agreements, intellectual property
        licenses and other license agreements, credit agreements, instruments relating
        to the borrowing of money, purchase contracts, sale contracts, research
        contracts and scientific collaboration or cooperation agreements.  All
        such material contracts set forth on such Schedule 3.10 are valid,
        binding and enforceable in accordance with their terms against each party
        thereto and are in full force and effect; the Company has performed all
        obligations imposed upon it thereunder; and the Company is not in default
        thereunder; nor is there any event that with notice or lapse of time, or
        both,
        would constitute a default thereunder.  Furthermore, no breach or
        default by any other party to any such contract of any provision thereof,
        nor
        any condition or event that, with notice or lapse of time or both, would
        constitute such a breach or default, has occurred.  True and complete
        copies of each such contract have been delivered to Buyer.  No consent
        is required from any person or entity under any contract, agreement, arrangement
        or understanding set forth on Disclosure Schedule 3.10 in connection
        with the consummation of the transactions contemplated by this Agreement,
        and
        the Company has not received notice, and is not otherwise aware, that any
        party
        to any such contract, agreement, arrangement or understanding intends to
        cancel,
        terminate or refuse to renew such contract, agreement, arrangement or
        understanding or to exercise or decline to exercise any option or right
        thereunder.

       

      
        	
                3.11

              	
                Customers
                  and Suppliers

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  Disclosure Schedule 3.11 sets
        forth:  (a) a complete and accurate list of the customers of the
        Company accounting for 2% or more of the Company's revenues during the last
        fiscal year and (b) a complete and accurate list of the suppliers of the
        Company from whom the Company has purchased 5% or more of the goods or services
        purchased by the Company in the last fiscal year.  The Company has not
        received any notice from its customers or suppliers that would cause it,
        in its
        reasonable judgment, to expect any material modification to its relationship
        with any customers or suppliers named on such
Schedule 3.11.

       

      
        	
                3.12

              	
                Claims
                  and Legal Proceedings

              


      

       

      Except
        as
        disclosed on Schedule 3.12, the Company and each Shareholder represents
        and warrants to Buyer as follows:  There are no claims, actions,
        suits, arbitrations, criminal or civil investigations or proceedings pending
        or
        involving or, to the knowledge of the Shareholder, threatened against the
        Company before or by any court or governmental or nongovernmental department,
        commission, board, bureau, agency or instrumentality, or any other
        Person.  To the knowledge of the Shareholder, there is no valid basis
        for any claim, action, suit, arbitration, investigation or proceeding that
        could
        reasonably be expected to be materially adverse to the business, assets,
        operations, prospects or condition (financial or other) of the Company before
        or
        by any person or entity.  There are no outstanding or unsatisfied
        judgments, orders, decrees or stipulations to which the Company is a party
        that
        involve the transactions contemplated herein or that would have a material
        adverse effect on the business, assets, operations, prospects or condition
        (financial or other) of the Company.

       

      3.11           Intentionally
        Omitted


      
        
           

        

        
          -
            10
            -

          
            

          

        

        
           

        

      


       

      
        	
                3.14

              	
                Labor
                  Matters

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  There are no labor disputes, employee grievances or
        disciplinary actions pending or, to the knowledge of the Shareholder, threatened
        against or involving the Company or any present or former employee of the
        Company. The Company has complied with all provisions of law relating to
        employment and employment practices, terms and conditions of employment,
        wages
        and hours including, without limitation, equal opportunity, workplace safety,
        workers' compensation and other similar laws.  The Company is not
        engaged in any unfair labor practice and does not have any liability for
        any
        arrears of wages or Taxes or penalties for failure to comply with any such
        provisions of law.  There is no labor strike, dispute, slowdown or
        stoppage pending or threatened against or affecting the Company, and the
        Company
        has not experienced any work stoppage or similar concerted employee
        activities.  No collective bargaining agreement is binding on the
        Company.  The Company does not have any knowledge of any
        organizational efforts presently being made or threatened by or on behalf
        of any
        labor union with respect to employees of the Company, and the Company has
        not
        been requested by any group of employees or others to enter into any collective
        bargaining agreement or other agreement with any labor union or other employee
        organization.

       

      
        	
                3.15

              	
                Employee
                  Benefit Plans

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:

       

      (a)           Employee
        Benefit Plan Listing.  Disclosure Schedule 3.15
        contains a complete and accurate list of all benefit plans and arrangements
        ("Employee Benefit Plans").  The Company
        does not have any agreement, arrangement, commitment or obligation, whether
        formal or informal, whether written or unwritten and whether legally binding
        or
        not, to create, enter into or contribute to any additional Employee Benefit
        Plan, or to modify or amend any existing Employee Benefit Plan.  There
        has been no amendment, interpretation or other announcement (written or oral)
        by
        the Company or any other Person relating to, or change in participation or
        coverage under, any Employee Benefit Plan that, either alone or together
        with
        other such items or events, could Materially increase the expense of maintaining
        such Employee Benefit Plan (or the Employee Benefit Plans taken as a whole)
        above the level of expense incurred with respect thereto for the most recent
        fiscal year included in the Financial Statements.  The terms of each
        Employee Benefit Plan permit the Company to amend or terminate such Employee
        Benefit Plan at any time and for any reason without penalty and without Material
        liability or expense.  None of the rights of the Company under any
        Employee Benefit Plan will be impaired in any way by this Agreement or the
        consummation of the transactions contemplated by this Agreement.

       

      (b)           Intentionally
        Omitted.


      
        
           

        

        
          -
            11
            -

          
            

          

        

        
           

        

      


       

      (c)           Compliance.  With
        respect to each Employee Benefit Plan:  (i) such Employee Benefit
        Plan is, and at all times since inception has been, maintained, administered,
        operated and funded in all respects in accordance with its terms and in
        compliance with all applicable requirements of all applicable laws, statutes,
        orders, rules and regulations, including, without limitation, ERISA, COBRA,
        HIPAA and the Code; (ii) the Company and all other persons or entities
        (including, without limitation, all fiduciaries) have, at all times, properly
        performed all of their duties and obligations (whether arising by operation
        of
        law or by contract) under or with respect to such Employee Benefit Plan,
        including, without limitation, all reporting, disclosure and notification
        obligations; (iii) all Returns and other information relating to such
        Employee Benefit Plan required to be filed with any governmental entity or
        agency have been accurately completed and timely and properly filed;
        (iv) all notices, statements, reports and other disclosure (including,
        without limitation, all summary plan descriptions and summaries of material
        modifications) required to be given or made to participants in such Employee
        Benefit Plan or their beneficiaries have been accurately completed and timely
        and properly disclosed or provided; (v) neither the Company nor any
        fiduciary of such Employee Benefit Plan has engaged in any transaction or
        acted
        or failed to act in a manner that violates the fiduciary requirements of
        ERISA
        or any other applicable law; (vi) no transaction or event has occurred or
        is threatened or about to occur (including any of the transactions contemplated
        in or by this Agreement) that constitutes or could constitute a prohibited
        transaction under Section 406 or 407 of ERISA or under Section 4975 of
        the Code for which an exemption is not available; and (vii) the Company has
        not incurred, and there exists no condition or set of circumstances in
        connection with which the Company or Buyer could incur, directly or indirectly,
        any Material liability or expense (except for routine contributions and benefit
        payments) under ERISA, the Code or any other applicable law, statute, order,
        rule or regulation, or pursuant to any indemnification or similar agreement,
        with respect to such Employee Benefit Plan.

       

      (e)           Contributions,
        Premiums and Other Payments.  All contributions, premiums and
        other payments due or required to be paid to (or with respect to) each Employee
        Benefit Plan have been timely paid, or, if not yet due, have been accrued
        as a
        liability on the Financial Statements.  All income taxes and wage
        taxes that are required by law to be withheld from benefits derived under
        the
        Employee Benefit Plans have been properly withheld and remitted to the proper
        depository.

       

      (f)           Post-Employment
        Benefits.  Neither the Company nor any Employee Benefit Plan
        provides or has any obligation to provide (or contribute toward the cost
        of)
        post-employment or post-termination benefits of any kind, including, without
        limitation, death and medical benefits, with respect to any current or former
        Shareholder, employee, agent, or independent contractor of the Company, other
        than (i) continuation coverage mandated by Sections 601 through 608 of
        ERISA and Section 4980B(f) of the Code, (ii) retirement benefits under
        any Employee Benefit Plan that is qualified under Section 401(a) of the
        Code, and (iii) deferred compensation that is accrued as a current
        liability on the Financial Statements.

       

      (g)           Suits,
        Claims and Investigations.  There are no actions, suits or claims
        (other than routine claims for benefits) pending or, to the knowledge of
        the
        Shareholders, threatened with respect to (or against the assets of) any Employee
        Benefit Plan, nor, to the knowledge of the Shareholders is there a basis
        for any
        such action, suit or claim.  No Employee Benefit Plan is currently
        under investigation, audit or review, directly or indirectly, by the IRS,
        the
        DOL or any other governmental entity or agency, and, to the knowledge of
        the
        Shareholders, no such action is contemplated or under consideration by the
        IRS,
        the DOL or any other governmental entity or agency.


      
        
           

        

        
          -
            12
            -

          
            

          

        

        
           

        

      


       

      (h)           Effect
        of Transaction.  Neither the execution and delivery of this
        Agreement nor the consummation of the transactions contemplated by this
        Agreement, will (i) entitle any individual to severance pay, unemployment
        compensation or any other payment from the Company, Buyer or any Employee
        Benefit Plan, (ii) otherwise increase the amount of compensation due to any
        individual or forgive indebtedness owed by any individual, (iii) result in
        any benefit or right becoming established or increased, or accelerate the
        time
        of payment or vesting of any benefit, under any Employee Benefit Plan,
        (iv) require the Company or Buyer to transfer or set aside any assets to
        fund or otherwise provide for any benefits for any individual, and (v) all
        Employee Benefit Plans in effect prior to the Closing shall be terminated
        or
        otherwise discontinued such that Buyer shall have no obligation to contribute,
        maintain, transfer or set aside any assets to fund or otherwise provide for
        any
        benefits for any individual under any such Employee Benefit Plan.

       

      
        	
                3.16

              	
                Intentionally
                  Omitted

              


      

       

      
        	
                3.17  

              	
                Intellectual
                  Property

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:

       

      
        	
                 

              	
                3.17.1

              	
                Technology

              


      

       

      Except
        for the Third Party Technologies (as defined in Section 3.17.2), the
        Company owns all right, title and interest in and to the following
        (collectively, the "Technology"), free and clear of
        all Encumbrances:  (a) all products, computer programs,
        specifications, source code, object code, graphics, devices, techniques,
        algorithms, methods, technology, processes, procedures, packaging, trade
        dress,
        formulae, drawings, designs, concepts, user interfaces, "look and feel,"
        software or development tools and content that are now or during the two
        (2)
        years prior to the date of this Agreement have been, or are currently proposed
        to be, developed, produced, used, marketed and/or sold in the Company's
        business; (b) any and all updates, enhancements, corrections,
        modifications, improvements and new releases related to the items set forth
        in
        (a), above; (c) any and all technology and work in progress related to the
        items set forth in (a) and (b), above; and (d) all inventions, discoveries,
        processes, designs, trade secrets, know-how and other confidential or
        proprietary information related to the items set forth in (a), (b) and (c),
        above.  The Technology, excluding the Third Party Technologies, is
        sometimes referred to as the "Company
        Technology."

       

      
        	
                 

              	
                3.17.2

              	
                Third
                  Party Technology

              


      

       

      Disclosure
        Schedule 3.17.2 sets forth a list of all Technology used in the
        Company's business for which the Company does not own all right, title and
        interest (collectively, the "Third Party
        Technologies"), and all license agreements or other contracts
        pursuant to which the Company has the right to use (in the manner used by
        the
        Company, or intended or necessary for use with the Company Technology) the
        Third
        Party Technologies (the "Third Party Licenses"),
        indicating, with respect to each of the Third Party Technologies listed,
        the
        owner and the Third Party License.  The Company has the lawful right
        to use (free of any material restriction) (a) all Third Party Technology
        that is incorporated in or used in the development or production of the Company
        Technology, and (b) all other Third Party Technology necessary for the
        conduct of the Company's business as now conducted and as proposed to be
        conducted.  All Third Party Licenses are valid, binding and in full
        force and effect, the Company and, to the knowledge of the Shareholders,
        each
        other party thereto have performed in all material respects their obligations
        thereunder, and neither the Company nor, to the knowledge of the Shareholders,
        any other party thereto is in default thereunder, nor, to the knowledge of
        the
        Shareholders, has there occurred any event or circumstance which with notice
        or
        lapse of time or both would constitute a default or event of default, on
        the
        part of the Company or, to the knowledge of the Shareholders, any other party
        thereto or give to any other party thereto the right to terminate or modify
        any
        Third Party License.  The Company has not received notice that any
        party to any Third Party License intends to cancel, terminate or refuse to
        renew
        (if renewable) such Third Party License or to exercise or decline to exercise
        any option or right thereunder.


      
        
           

        

        
          -
            13
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                 

              	
                3.17.3

              	
                Trademarks

              


      

       

      Disclosure
        Schedule 3.17.3 list(s) all trademarks, trade names, brand names,
        service marks, logos or other identifiers used by the Company in its business
        (the "Marks").  The Company has full legal
        and beneficial ownership, free and clear of any Encumbrances, of all rights
        conferred by use of the Marks in the Company's business and, as to those
        Marks
        that have been registered in the United States Patent and Trademark Office,
        by
        federal registration of the Marks.

       

      
        	
                 

              	
                3.17.4

              	
                Intellectual
                  Property Rights

              


      

       

      Disclosure
        Schedule 3.17.4 sets forth all patents, patent applications,
        copyright registrations (and applications therefore) and trademark registrations
        (and applications therefore) (collectively, the "IP
        Registrations") associated with the Company Technology and the
        Marks.  The Company owns all right, title and interest, free and clear
        of any Encumbrances, in and to the IP Registrations, together with any other
        rights in or to any copyrights (registered or unregistered), rights in the
        Marks
        (registered or unregistered), trade secret rights and other intellectual
        property rights (including, without limitation, rights of enforcement)
        associated with the Company Technology and the Marks (collectively, the
        "IP Rights").

       

      
        	
                 

              	
                3.17.5

              	
                Maintenance
                  of Rights

              


      

       

      The
        Company has not conducted its business, and has not used or enforced (or
        failed
        to use or enforce) the IP Rights, in a manner that would result in the
        abandonment, cancellation or unenforceability of any item of the IP Rights
        or
        the IP Registrations, and the Company has not taken (or failed to take) any
        action that would result in the forfeiture or relinquishment of any IP Rights
        or
        IP Registrations.  The Company has not granted to any third party any
        rights or permissions to use any of the Technology or the IP
        Rights.  To the knowledge of the Shareholders, except pursuant to
        reasonably prudent safeguards, (a) no third party has received any
        confidential information relating to the Technology or the IP Rights and
        (b) the Company is not under any contractual or other obligation to
        disclose to any third party any Company Technology.

       

      
        	
                 

              	
                3.17.6

              	
                Third
                  Party Infringement

              


      

       

      The
        Company has not received any notice or claim (whether written, oral or
        otherwise) challenging the Company's ownership or rights in the Company
        Technology or the IP Rights or claiming that any other person or entity has
        any
        legal or beneficial ownership with respect thereto; all IP Rights are legally
        valid and enforceable without any material qualification, limitation or
        restriction on their use, and the Company has not received any notice or
        claim
        (whether written, oral or otherwise) challenging the validity or enforceability
        of any IP Rights; and to the knowledge of the Shareholders, no other person
        or
        entity is infringing or misappropriating any part of the IP Rights or otherwise
        making any unauthorized use of the Company Technology.


      
        
           

        

        
          -
            14
            -

          
            

          

        

        
           

        

      


       

      
        	
                 

              	
                3.17.7

              	
                Infringement
                  by the Company

              


      

       

      The
        use
        of any of the Technology in the Company's business does not and will not,
        to the
        knowledge of the Shareholders, conflict with, infringe, violate or interfere
        with or constitute an appropriation of any right, title or interest (including,
        without limitation, any patent, copyright or trade secret right) held by
        any
        other person or entity, and there have been no claims made with respect thereto;
        the use of any of the Marks and other IP Rights in the Company's business
        will
        not conflict with, infringe, violate or interfere with or constitute an
        appropriation of any right, title or interest (including, without limitation,
        any patent, copyright, trademark or trade secret right) held by any other
        person
        or entity, and there have been no claims made with respect thereto; and the
        Company has not received any notice or claim (whether written, oral or
        otherwise) regarding any infringement, misappropriation, misuse, abuse or
        other
        interference with any third party intellectual property or proprietary rights
        (including, without limitation, infringement of any patent, copyright, trademark
        or trade secret right of any third party) by the Company, the Technology
        or the
        Marks or other IP Rights or claiming that any other entity has any claim
        of
        infringement with respect thereto.

       

      
        	
                 

              	
                3.17.8

              	
                Domain
                  Names

              


      

       

      Disclosure
        Schedule 3.17.8 lists all Internet domain names used by the Company
        in its business (collectively, the "Domain
        Names").  The Company has a valid registration and all
        material rights (free of any material restriction) in and to the Domain Names,
        including without limitation all rights necessary to continue to conduct
        the
        Company's business as it is currently conducted.

       

      
        	
                 

              	
                3.17.9

              	
                Indemnification

              


      

       

      The
        Company has not entered into any agreement or offered to indemnify any person
        or
        entity against any charge of infringement by the Technology or IP Rights,
        or any
        other intellectual property or right.  The Company has not entered
        into any agreement granting any Person the right to bring any infringement
        action with respect to, or otherwise to enforce, any of the Technology or
        IP
        Rights.

       

      
        	
                3.18

              	
                Accounts
                  Receivable

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  All accounts receivable of the Company reflected on
Schedule 2.2.2(b) and existing at the time of Closing
        ("Accounts") represent amounts due for services
        performed or sales actually made in the ordinary course of business and properly
        reflect the amounts due.  The bad debt reserves and allowances
        reflected in the Balance Sheet are adequate.  All Accounts existing
        and remaining unpaid at the time of Closing will be collectible by and accrue
        to
        the benefit of Buyer.  All Accounts for services performed, rendered,
        contracted, due or sales actually made after the Closing will be collectible
        by
        and accrue to the benefit of Buyer.

       

      
        	
                3.19

              	
                Corporate
                  Books and Records

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  The Company has furnished to Buyer true and complete copies
        of the corporate records of the Company since the Company's inception, and
        such
        records (including minutes, resolutions and consents, if any) accurately
        reflect
        the events of and actions taken at the meetings of the Shareholders and board
        of
        directors of the Company.  The stock transfer records accurately
        reflect all issuances and transfers of the capital stock of the Company since
        its inception.


      
        
           

        

        
          -
            15
            -

          
            

          

        

        
           

        

      


       

      
        	
                3.20

              	
                Licenses,
                  Permits, Authorizations,
                  etc.

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  The Company has received all required governmental
        approvals, authorizations, consents, licenses, orders, registrations and
        permits
        of all agencies, whether federal, state, local or foreign (the
        "Permits"), the failure to obtain of which would have
        a material adverse effect on its business, assets, operations, prospects
        or
        condition (financial or other) of the Company.  Disclosure
Schedule 3.20 contains a list of all Permits with expiration dates,
        if any.  The Company is in compliance with the terms of all Permits,
        and all Permits are valid and in full force and effect, and no proceeding
        is
        pending or, to the knowledge of the Shareholder, threatened, the object of
        which
        is to revoke, limit or otherwise affect any Permit.  The Company has
        not received any notifications of any asserted failure to obtain any
        Permit.

       

      
        	
                3.21

              	
                Compliance
                  With Laws; Environmental Health and Safety
                  Matters

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:

       

      (a)           The
        Company is and has been in compliance with all federal, state, local and
        foreign
        laws, rules, regulations, ordinances, decrees and orders applicable to the
        operation of its business, to its employees, or to its property, including,
        without limitation, all such laws, rules, ordinances, decrees and orders
        relating to antitrust, consumer protection, currency exchange, environmental
        protection, equal opportunity, health, occupational safety, good laboratory
        practices, pension, securities and trading-with-the-enemy
        matters.  The Company has not received any notification of any
        asserted present or past unremedied failure by the Company to comply with
        any of
        such laws, rules, ordinances, decrees or orders.

       

      (b)           The
        Company is not in violation of, and has not violated, in connection with
        the
        ownership, use, maintenance or operation of the Real Property or the Personal
        Property or the conduct of its business, any applicable foreign, federal,
        state,
        county and local statutes, laws, regulations, guidances, rules, ordinances,
        codes, licenses, permits, judgments, writs, decrees, injunctions or orders
        of
        any governmental entity relating to environmental (air, water, groundwater,
        soil, natural resource, noise and odor) matters, including, by way of
        illustration and not by way of limitation, the Clean Air Act, 42 U.S.C.
        Section 7401, et seq., as amended; the Federal Water Pollution
        Control Act, 33 U.S.C. Section 1251, et seq., as amended; the
        Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901,
et seq., as amended; the Comprehensive Environmental, Response,
        Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et
        seq., as amended; the Toxic Substances Control Act, 15 U.S.C.
        Section 2601, et seq., as amended; the Oil Pollution Act of 1990,
        33 U.S.C. Section 2701, et seq.; and other comparable
        federal, state and local laws, and the regulations issued thereunder
        (collectively, "Environmental Laws").

       

      (c)           The
        Company has not transported, stored, treated, recycled, handled or disposed
        of,
        or allowed or arranged for any third party to transport, store, treat, recycle,
        handle or dispose of (i) any flammable substances, explosives, radioactive
        materials, hazardous substances, hazardous wastes, toxic substances, pollutants,
        contaminants or any wastes, materials or substances identified in or regulated
        by any Environmental Laws; (ii) asbestos, polychlorinated biphenyls, urea
        formaldehyde, nuclear fuel or material, chemical waste, carcinogens and radon,
        all to the extent regulated by any Environmental Laws; and (iii) gasoline,
        oil and other petroleum products (all of the foregoing collectively,
        "Regulated Substances"), to or at any location in
        violation of any Environmental Laws.

       

      (d)           No
        part of the Real Property, including, but not limited to, all surface and
        subsurface soil, sediments, groundwater and surface water located on, in
        or
        under the Real Property, was or is contaminated with any Regulated Substances
        or
        constituents thereof, which contamination has given or may give rise to any
        obligation of the Company under any applicable Environmental Laws, the common
        law or otherwise.  To the knowledge of the Shareholders, no real
        property adjacent to or adjoining the Real Property has been or is being
        so
        contaminated.


      
        
           

        

        
          -
            16
            -

          
            

          

        

        
           

        

      


       

      


       

      (e)           The
        Company has reported, recorded or filed, and has provided to Buyer, true,
        accurate and complete copies of all reports with respect to any spilling,
        leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
        migrating, leaching, dumping or disposing into the environment (including
        the
        abandonment or discarding of drums, barrels, containers or other closed
        receptacles) (any of the foregoing, a "Release"),
        required by applicable Environmental Laws to be reported by the Company to
        any
        government authority.  The Company has maintained all environmental
        and operating documents and records in the manner and for the time periods
        required by applicable Environmental Laws.

       

      (f)           The
        Company has not caused or permitted the Release of any Regulated Substances
        or
        constituents thereof on, from or off-site of its Real Property, or of any
        Release from any facility owned or operated by third parties but with respect
        to
        which the Company is alleged to have liability, including, but not limited
        to,
        liability for personal injury, cleanup or restoration, which Release caused
        or
        could reasonably be Expected to cause a material loss to the
        Company.

       

      
        	
                3.22

              	
                Insurance

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  The Company maintains (a) insurance on all of its
        property (including leased premises) that insures against loss or damage
        by fire
        or other casualty (including extended coverage) and (b) insurance against
        liabilities, claims and risks of a nature and in such amounts as are normal
        and
        customary in the Company's industry.  All insurance policies of the
        Company are described on Disclosure Schedule 3.22 hereto, and are in full
        force and effect, all premiums covering all periods up to and including the
        Closing have been paid, and no notice of cancellation or termination has
        been
        received with respect to any such policy or binder.  Such policies or
        binders are sufficient for compliance with all requirements of law currently
        applicable to the Company and of all agreements to which the Company is a
        party,
        will remain in full force and effect through the respective expiration dates
        of
        such policies or binders without the payment of additional premiums, and
        will
        not in any way be affected by, or terminate or lapse by reason of, the
        transactions contemplated by this Agreement.  The Company has not been
        refused any insurance with respect to its respective assets or operations,
        nor
        has its coverage been limited, by any insurance carrier to which it has applied
        for any such insurance or with which it has carried insurance.

       

      
        	
                3.23

              	
                Brokers
                  or Finders

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  The Company has not incurred, and will not incur, directly
        or indirectly, as a result of any action taken by or on behalf of the Company,
        any liability for brokerage or finders' fees or agents' commissions or any
        similar charges in connection with this Agreement or any transaction
        contemplated hereby.


      
        
           

        

        
          -
            17
            -

          
            

          

        

        
           

        

      


       

      
        	
                3.24

              	
                Government
                  Contracts

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  The Company has never been, nor as a result of the
        consummation of the transactions contemplated by this Agreement will it be,
        suspended or debarred from bidding on contracts or subcontracts for any agency
        of the United States government or any foreign government, nor to the knowledge
        of the Shareholder has such suspension or debarment been
        threatened or action for suspension or debarment been commenced.  The
        Company has not been nor is it currently being audited, except in the ordinary
        course of business or as is customary in the industry or as provided by the
        Federal Acquisition Regulations or, to the knowledge of the Shareholder,
        investigated by the United States Government Accounting Office, the United
        States Department of Justice, the United States Department of Defense or
        any of
        its agencies, the Defense Contract Audit Agency or the inspector general
        or
        other authorities of any agency of the United States government, or any foreign
        government, nor, to the knowledge of the Shareholder, has such audit or
        investigation been threatened.  There is no valid basis for the
        Company's suspension or debarment from bidding on contracts or subcontracts
        for
        any agency of the United States government or any foreign government and
        there
        is no valid basis for a claim pursuant to an audit or investigation by the
        United States Government Accounting Office, the United States Department
        of
        Justice, the United States Department of Defense or any of its agencies,
        the
        Defense Contract Audit Agency or other authorities of any agency of the United
        States government or any foreign government, or any prime contractor with
        any
        such governmental body.  The Company has not had a contract or
        subcontract terminated for default by the Company and has not been determined
        to
        be nonresponsible by any agency of the United States government or any foreign
        government.

       

      
        	
                3.25

              	
                Absence
                  of Questionable Payments

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  Neither the Company nor any of its Shareholders, or to the
        knowledge of the Shareholders, any agents, employees or other person acting
        on
        behalf of the Company, has used any funds of the Company for improper or
        unlawful contributions, payments, gifts or entertainment, or made any improper
        or unlawful expenditures relating to political activity to government officials
        or others.  The Company has not received notice that any transaction
        was improper or unlawful within the meaning of this
        Section 3.25.  The Company has adequate financial controls to
        prevent such improper or unlawful contributions, payments, gifts, entertainment
        or expenditures.  Neither the Company nor any of its current directors
        or officers, agents, employees or any other Person acting on behalf of the
        Company, has accepted or received any improper or unlawful contributions,
        payments, gifts or expenditures.  The Company has at all times
        complied, and is in compliance in all respects, with the applicable provisions
        of the U.S. Foreign Corrupt Practices Act, as amended, and other applicable
        domestic and foreign laws and regulations relating to corrupt practices and
        similar matters.

       

      
        	
                3.26

              	
                Bank
                  Accounts

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  Disclosure Schedule 3.26 sets forth the names
        and locations of all banks, trust companies, savings and loan associations
        and
        other financial institutions at which the Company maintains safe deposit
        boxes
        or accounts of any nature and the names of all persons authorized to draw
        thereon, make withdrawals therefrom or have access thereto.


      
        
           

        

        
          -
            18
            -

          
            

          

        

        
           

        

      


       

      
        	
                3.27

              	
                Previous
                  Conduct of Business; Insider
                  Interests

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  All the transactions of the Company with third parties have
        been conducted on an arm's-length basis.  No Shareholder, employee,
        contractor, consultant or other representative of the Company has any direct
        or
        indirect interest, and Shareholders have no direct or indirect interest,
        other
        than as a Shareholder of the Company (a) in any property, real or personal,
        tangible or intangible, used in or directly pertaining to the business of
        the
        Company, including, without limitation, any intellectual property, or
        (b) in any agreement, contract, arrangement or obligation relating to the
        Company, its present or prospective business or its operations.  To
        the knowledge of the Shareholder, neither the Company nor any of its
        Shareholders, employees, contractors or consultants has any interest, either
        directly or indirectly, in any entity that presently (i) provides any
        services, produces and/or sells any products or product lines, or engages
        in any
        activity that is the same, similar to or competitive with any activity or
        business in which the Company is now engaged or proposes to engage or
        (ii) is a supplier, customer or creditor, or has an existing contractual
        relationship with any of the Company's employees (or persons performing similar
        functions).

       

      
        	
                3.28

              	
                Full
                  Disclosure

              


      

       

      The
        Company and each Shareholder represents and warrants to Buyer as
        follows:  No information furnished by the Company or the Shareholders
        to Buyer in connection with this Agreement (including, but not limited to,
        the
        Financial Statements and all information in the Schedules and the Exhibits
        hereto) or to be furnished prior to the Closing by or on behalf of the Company
        or the Shareholder(s) to Buyer, or to others in connection with obtaining
        approval of the transaction contemplated by this Agreement, is false or
        misleading in any material respect.  Neither the Company nor any
        Shareholder has made any untrue statement of a material fact or omitted to
        state
        a material fact necessary in order to make the statements made or information
        delivered in or pursuant to this Agreement, including, but not limited to,
        the
        Financial Statements, the Disclosure Schedules and Exhibits hereto, or in
        or
        pursuant to closing certificates executed or delivered by the Company or
        the
        Shareholder(s) not misleading.

       

      


       

      ARTICLE
        IV - REPRESENTATIONS AND WARRANTIES

       

      OF
        BUYER

       

      To
        induce
        the Shareholders to enter into and perform this Agreement, Buyer represents
        and
        warrants to the Shareholders as of the date of this Agreement and as of the
        Closing as follows in this Article IV:

       

      
        	
                4.1

              	
                Organization

              


      

       

      Buyer
        is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of the state of Colorado.  Buyer has all requisite corporate
        power and authority to own, operate and lease its properties and assets,
        to
        carry on its business as now conducted and as proposed to be conducted, to
        execute, deliver and perform its obligations under this Agreement and the
        other
        Transaction Documents to which it is a party, and to carry out the transactions
        contemplated hereby and thereby.


      
        
           

        

        
          -
            19
            -

          
            

          

        

        
           

        

      


       

      
        	
                4.2

              	
                Enforceability

              


      

       

      All
        corporate action on the part of Buyer and its officers, directors and
        shareholders necessary for the authorization, execution, delivery and
        performance of this Agreement and the other Transaction Documents to which
        it is
        a party, the consummation of the transactions contemplated hereby and thereby,
        and the performance of all of Buyer's obligations under this Agreement and
        the
        other Transaction Documents to which it is a party has been taken or will
        be
        taken prior to the Closing.  This Agreement has been, and the other
        Transaction Documents to which Buyer is a party on the Closing will be, duly
        executed and delivered by Buyer, and this Agreement is, and each of the other
        Transaction Documents to which Buyer is a party on the Closing will be, a
        legal,
        valid and binding obligation of Buyer, enforceable against Buyer in accordance
        with its terms.

       

      
        	
                4.3

              	
                No
                  Approvals or Notices Required; No Conflicts With
                  Instruments

              


      

       

      The
        execution, delivery and performance by Buyer of this Agreement and the other
        Transaction Documents to which it is a party, and the consummation of the
        transactions contemplated hereby and thereby, will not (a) constitute a
        violation (with or without the giving of notice or lapse of time, or both)
        of
        any provision of any law or any judgment, decree, order, regulation or rule
        of
        any court, agency or other governmental authority applicable to Buyer,
        (b) require Buyer to obtain any consent, approval or authorization of, or
        declaration, filing or registration with, any Person, or (c) constitute a
        violation of any provisions of Buyer's Certificate
        of Incorporation and Bylaws.

       

      
        	
                4.4

              	
                Claims
                  and Legal Proceedings

              


      

       

      There
        is
        no claim, action, suit, arbitration, criminal or civil investigation or
        proceeding pending or involving or, to Buyer's knowledge, threatened against
        Buyer before or by any court or governmental or nongovernmental department,
        commission, board, bureau, agency or instrumentality, or any other Person,
        that
        questions the validity of this Agreement or any action taken or to be taken
        by
        Buyer pursuant to this Agreement or in connection with the transactions
        contemplated hereby.

       

      
        	
                4.5

              	
                Brokers
                  or Finders

              


      

       

      Buyer
        has
        not incurred, and will not incur, directly or indirectly, as a result of
        any
        action taken by or on behalf of Buyer, any liability for brokerage or finders'
        fees or agents' commissions or any similar charges in connection with this
        Agreement or any transaction contemplated hereby.

       

      
        	
                4.6

              	
                Capitalization

              


      

       

      Buyer
        represents and warrants to the Company and each Shareholder as
        follows:

       

      (a)           Pursuant
        to the Company's Articles of Incorporation, the capital stock of Buyer consists
        of 50,000,000 shares of common stock, no par value per share.  There
        are currently issued and outstanding 19,650,518 of the Company's common
        stock.

       

      (b)           Schedule
        4.6(b) lists all persons owning an amount of Stock of Buyer equal to or
        exceeding five percent (5%) of the issued and outstanding Stock of
        Buyer


      
        
           

        

        
          -
            20
            -

          
            

          

        

        
           

        

      


       

      (c)           Except
        for (i) the right of certain note holders (the “Baum Parties”) to convert two
        promissory notes in the aggregate principal amount of $409,089 at the conversion
        rate of $1.00 per share, into shares of the common stock of Buyer, and (ii)
        the
        right of the non-employee directors of Buyer to receive 10,000 share each
        of
        Buyer’s common stock, subject to a three year vesting period, there are no
        outstanding rights of first refusal, preemptive rights, options, warrants,
        conversion rights, anti-dilution rights or other agreements, either directly
        or
        indirectly, for the purchase or acquisition from the Buyer of any capital
        stock
        or other rights (economic or otherwise) of Buyer.

       

      (d)           Buyer
        is not a party or subject to any agreement or understanding, and there is
        no
        agreement or understanding between any person or entity, that affects or
        relates
        to the voting or giving of written consents with respect to any capital stock
        of
        the Buyer or the voting by any shareholder of Buyer.

       

      4.7           Good
        Title

       

      Except
        as
        provided in Section 2.2.2, and applicable securities laws, the Stock of Buyer
        to
        be delivered hereunder shall, at the time of delivery, be free and clear
        of any
        lien, encumbrance, adverse claim, restriction on sale, transfer or voting,
        preemptive right, option or other right to purchase, and, except as provided
        in
        Section 2.2.2, and applicable securities laws, upon the delivery of the Stock
        as
        contemplated hereby, each Shareholder will have good title to such Stock,
        free
        and clear of any lien, encumbrance, adverse claim, restriction on sale, transfer
        or voting, preemptive right, option or other right to purchase.

       

      
        	
                4.8

              	
                Financial
                  Statements; Obligations

              


      

       

      Buyer
        represents and warrants that any financial statements provided to the Company
        or
        to any Shareholder (referred to as the "Financial Statements") have
        been prepared in conformity with GAAP consistently applied throughout the
        periods covered, except as may be indicated in the notes thereto, and present
        fairly the financial position, results of operations and changes in financial
        position of the Buyer at the dates and for the periods indicated, subject,
        in
        the case of the unaudited financial statements, to normal recurring period-end
        adjustments.  Buyer has no liabilities or obligations of any nature
        (absolute, accrued or contingent) that are not fully reflected or reserved
        against in the Financial Statements, as prescribed by GAAP and the Financial
        Accounting Standards Board, except liabilities or obligations incurred in
        the
        ordinary course of business and consistent with past practice.

       

      
        	
                4.9

              	
                Taxes

              


      

       

      Buyer
        represents and warrants to the Company and each Shareholder, to the best
        of its
        knowledge, as follows:


      
        
           

        

        
          -
            21
            -

          
            

          

        

        
           

        

      


       

       (a)           Through
        the date of this Agreement, and for a period of two years prior thereto,
        Buyer
        has filed on a timely basis all Tax Returns that the Buyer was required to
        file.  All such Tax Returns were correct and complete in all respects
        and have been prepared and completed in accordance with applicable law,
        including all and were prepared in accordance with the applicable statutes,
        rules and regulations.  No such Tax Returns are currently the subject
        of audit or examination nor has the Buyer been notified in writing, or
        otherwise, of any request for an audit or examination.  All Taxes owed
        by the Buyer (whether or not shown on any Tax Return) were paid in full when
        due
        or are being contested in good faith and are supported by adequate reserves
        on
        the Financial Statements.  The Buyer has provided adequate reserves on
        its Financial Statements for the payment of any Taxes accrued but not yet
        due
        and payable.  The Buyer is not currently the beneficiary of any
        extension of time within which to file any Tax Return, and the Buyer has
        not
        waived any statute of limitations in respect of Taxes or agreed to any extension
        of time with respect to any Tax assessment or deficiency.  The Buyer
        has duly and timely withheld from employee salaries, or wages or other
        compensation (whether or not paid in cash) and other amounts paid to creditors,
        independent contractors and other third parties and paid over to the appropriate
        governmental authority all amounts required to be so withheld and paid over
        for
        all periods under all applicable Tax or other laws.  No amounts have
        been or would be required to be withheld with respect to the lapse of
        restrictions on the Shares.  The Tax Returns of the Buyer do not
        contain a disclosure under Section 6662 of the Code (or any predecessor
        provision or comparable provision of state, local or foreign
        law).  The Buyer does not do business in or derive income from any
        state, local or foreign jurisdiction other than those jurisdictions for which
        Tax Returns have been duly filed by the Buyer.

       

      (b)           There
        is no dispute, claim or proposed adjustment concerning any Tax liability
        of the
        Buyer either (1) claimed or raised by any authority in writing or
        (2) based upon personal contact with any agent of such
        authority.  The Buyer is not a party to nor has it been notified in
        writing or, otherwise, that it is the subject of any pending, proposed or
        threatened action, investigation, proceeding, audit, claim or assessment
        by or
        before the IRS or any other governmental authority, and no claim for assessment,
        deficiency or collection of Taxes, or proposed assessment, deficiency or
        collection from the IRS or any other governmental authority which has not
        been
        satisfied, nor does the Buyer have any reason to believe that any such notice
        will be received in the future.  The IRS has never audited any Tax
        Return of the Buyer.  There are no Tax liens of any kind upon any
        property or assets of the Buyer, except for inchoate liens for Taxes not
        yet due
        and payable.

       

      4.10           Securities
        Representations

       

      Buyer
        (i)
        is aware of the Company’s business affairs and financial condition, has reviewed
        the most recent financial statements of Company; and (ii) has acquired
        sufficient information about Company to reach an informed and knowledgeable
        decision to acquire the Shares.  Buyer has been furnished with all
        information which Buyer deems necessary to evaluate the merits and risks
        of the
        purchase of the Shares, and Buyer has had the opportunity to ask questions
        and
        receive answers concerning the Shares and the Company from the officers and
        directors of the Company, and to obtain any additional information concerning
        the Shares or the Company necessary to verify the accuracy of the information
        furnished or made available to Buyer in connection herewith.  Buyer is
        able to bear the economic risk of such investment in the
        Shares.  Buyer is purchasing the Shares for investment and not with a
        view to, or for resale in connection with, any "distribution" thereof within
        the
        meaning of the Act.  Buyer understands that the Shares have not been
        registered under the Act


      
        
           

        

        
          -
            22
            -

          
            

          

        

        
           

        

      


       

      
        	
                4.11

              	
                Full
                  Disclosure

              


      

       

      The
        Buyer
        represents and warrants to the Company and each Shareholder as
        follows:  No information furnished by the Buyer to the Company or the
        Shareholders in connection with this Agreement (including, but not limited
        to,
        any Financial Statements and all information in the Schedules and the Exhibits
        hereto) or to be furnished prior to the Closing by or on behalf of the Buyer
        to
        the Company or the Shareholders, or to others in connection with obtaining
        approval of the transaction contemplated by this Agreement, is false or
        misleading in any material respect.  Buyer has not made any untrue
        statement of a material fact or omitted to state a material fact necessary
        in
        order to make the statements made or information delivered in or pursuant
        to
        this Agreement, including, but not limited to, any Financial Statements,
        the
        Disclosure Schedules and Exhibits hereto, or in or pursuant to closing
        certificates executed or delivered by Buyer not misleading.

       

      
        	
                4.12

              	
                Tax
                  Consequences

              


      

       

      Buyer
        does not make any representation or warranty with respect to, and expressly
        disclaims any responsibility for, any Tax consequences to the Shareholders
        arising out of the structure or terms of this Agreement, or the negotiation
        or
        consummation hereof.  Each Shareholder shall be solely
        responsible for any such Tax consequences.

       

      ARTICLE V
        - COVENANTS

       

      Between
        the date of this Agreement and the time of Closing, the parties covenant
        and
        agree as set forth in this Article V.

       

      
        	
                5.1

              	
                Conduct
                  of Business by the Company Pending the
                  Closing

              


      

       

      Unless
        Buyer shall otherwise agree in writing, the business of the Company shall
        be
        conducted only in, and the Company shall not take any action except in, and
        the
        Shareholders of the Company shall cause the Company to be conducted in, the
        ordinary course of business and in a manner consistent with past practice
        and in
        accordance with applicable law; and the Company shall use its best efforts
        to
        preserve substantially intact the business organization of the Company, to
        keep
        available the services of the current Shareholders, employees and consultants
        of
        the Company and to preserve the current relationships of the Company with
        customers, suppliers and other persons with which the Company has significant
        business relations.  By way of amplification and not limitation,
        except as otherwise contemplated by this Agreement, the Company shall not,
        between the date of this Agreement and the time of Closing, directly or
        indirectly do, or propose to do, any of the following without giving Buyer
        prior
        written notice of and receiving Buyer's prior written consent:

       

      (a)           amend
        or otherwise change its Articles
        of
        Incorporation or Bylaws;

       

      (b)           issue,
        sell, pledge, dispose of, grant, encumber or authorize the issuance, sale,
        pledge, disposition, grant or encumbrance of (i) any capital stock or other
        interest in or to the Company, or any options, warrants, convertible securities
        or other rights of any kind to acquire any Shares in or to the Company, or
        any
        other ownership interest (including, without limitation, any economic interest),
        of the Company or (ii) any assets of the Company;

       

      (c)           declare,
        set aside, make or pay any dividend or other distribution, payable in cash,
        property or otherwise, with respect to any of its Shares, other than payments
        necessary to achieve an Actual Net Equity (as defined in Section 2.2.2(b))
        equal
        to zero as of Closing;

       

      (d)           reclassify,
        combine, split, subdivide, redeem, purchase or otherwise acquire, directly
        or
        indirectly, any of its Shares;


      
        
           

        

        
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            23
            -

          
            

          

        

        
           

        

      


       

      


       

      (e)           (i) acquire
        (including, without limitation, by merger, consolidation, or acquisition
        of
        stock or assets) or form any corporation, partnership, other business
        organization or division thereof, or acquire directly or indirectly any material
        amount of assets; (ii) incur any indebtedness for borrowed money or issue
        any debt securities or assume, guarantee or endorse, or otherwise as an
        accommodation become responsible for, the obligations of any Person, or make
        any
        loans or advances, except in the ordinary course of business and consistent
        with
        past practice which loans shall be on terms and conditions satisfactory to
        Buyer; (iii) enter into any contract or agreement other than in the
        ordinary course of business, consistent with past practice; (iv) authorize
        any single capital expenditure that is in excess of $2,500 or capital
        expenditures that are, in the aggregate, in excess of $10,000; or (v) enter
        into or amend any contract, agreement, commitment or arrangement with respect
        to
        any matter set forth in this subsection (e);

       

      (f)           enter
        into any employment, consulting or agency agreement, or increase the
        compensation payable or to become payable to its Shareholders, employees
        or
        consultants (other than payment of compensation necessary to achieve an Actual
        Net Equity (as defined in Section 2.2.2(b)) equal to zero as of Closing),
        except
        for increases in accordance with existing agreements or past practices for
        employees of the Company who are not Shareholders of the Company, or grant
        any
        severance or termination pay to, or enter into any employment or severance
        agreement with, any Shareholder, employee, or consultant of the Company,
        or
        establish, adopt, enter into or amend any collective bargaining, bonus, profit
        sharing, thrift, compensation, stock option, restricted stock, pension,
        retirement, deferred compensation, employment, termination, severance or
        other
        plan, agreement, trust, fund, policy or arrangement for the benefit of any
        director, officer or employee;

       

      (g)           take
        any action, other than reasonable and usual actions in the ordinary course
        of
        business and consistent with past practice, with respect to accounting policies
        or procedures (including, without limitation, procedures with respect to
        the
        payment of accounts payable and collection of accounts receivable);

       

      (h)           make
        any tax election inconsistent with past practices or settle or compromise
        any
        material federal, state, local or foreign income tax liability;

       

      (i)           pay,
        discharge or satisfy any claim, liability or obligation (absolute, accrued,
        asserted or unasserted, contingent or otherwise), other than the payment,
        discharge or satisfaction, in the ordinary course of business and consistent
        with past practice, of liabilities reflected or reserved against in the Balance
        Sheet or subsequently incurred in the ordinary course of business and consistent
        with past practice;

       

      (j)           enter
        into any equipment lease; or

       

      (k)           issue
        certificates for any of the Shares; or

       

      (l)           agree
        to do any of the foregoing.


      
        
           

        

        
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            -

          
            

          

        

        
           

        

      


       

      
        	
                5.2

              	
                Access
                  to Information;
                  Confidentiality

              


      

       

      From
        the
        date hereof to the time of Closing, the Company and the Shareholders shall,
        and
        shall cause their representatives to, afford Buyer and its
        representatives complete access at
        all reasonable times to the Shareholders, employees, agents, properties,
        offices, plants and other facilities, books and records of the Company and
        shall
        furnish Buyer with all financial, operating and other data and information
        as
        Buyer may reasonably request and as such access is necessary to the consummation
        of the transactions contemplated hereby.  From the date hereof until
        the time of Closing, the Company shall provide Buyer with financial statements
        of the Company as they become available internally at the Company, all of
        which
        financial statements shall be prepared in conformity with GAAP and shall
        fairly
        present the financial position and results of operations of the Company as
        of
        the dates and for the periods specified.  All information obtained by
        either party pursuant to this Section 5.2 shall be kept confidential in
        accordance with the following terms:

       

      (a)           Except
        as and to the extent required by law, neither Buyer nor the Company shall
        disclose or use, and it shall cause its representatives not to disclose or
        use,
        any Confidential Information (as defined below) with respect to Buyer or
        the
        Company furnished, or to be furnished, by Buyer or the Company or their
        respective representatives in connection herewith, at any time or in any
        manner
        other than in connection with its evaluation or consummation of the transaction
        proposed in this Agreement.  For purposes of this Agreement,
        "Confidential Information" means any information about Buyer or its subsidiaries
        or the Company supplied to the other and stamped "confidential" or identified
        as
        such to Buyer or the Company by the other; provided that Confidential
        Information does not include information which the party to which it is provided
        can demonstrate (i) is generally available to or known by the public, other
        than
        as a result of improper disclosure by the party to which the information
        was
        provided; or (ii) is obtained by the party to which the information was provided
        from a source other than Buyer or the Company, respectively, provided that
        such
        source was not bound by a duty of confidentiality to Buyer  or the
        Company, or another party with respect to such information.  If this
        Agreement is terminated prior to Closing, each party shall promptly return
        to
        each other party any Confidential Information of another party in its
        possession.

       

       (b)           Except
        as and to the extent required by law, without the prior written consent of
        the
        other parties, neither Buyer nor the Company shall, and each shall direct
        its
        representatives not to, directly or indirectly, make any public comment,
        statement or communication with respect to, or otherwise disclose or permit
        the
        disclosure of the existence of discussions regarding, a possible transaction
        between the parties or any of the terms, conditions or other aspects of the
        transaction proposed in this Agreement.  If a party is required by law
        to make any such disclosure, it must first provide to the other parties the
        content of the proposed disclosure, the reasons that such disclosure is required
        by law, and the time and place that the disclosure will be made; provided,
        however, that nothing in this Section 5.2(b) shall be deemed to prohibit
        Buyer
        from making any disclosure required by the rules and regulation promulgated
        under the Securities Exchange Act of 1934, as amended (the "Exchange
        Act") without first consulting the Company.

       

      
        	
                5.3

              	
                No
                  Alternative Transactions

              


      

       

      The
        Company and the Shareholders shall not, directly or indirectly, through any
        Shareholder, employee, agent, investment banker, attorney or otherwise, solicit,
        initiate or encourage the submission of any proposal, offer, inquiry or contact
        from any person or entity relating to any acquisition or purchase of all
        or
        (other than in the ordinary course of business) any portion of the assets
        of, or
        any equity interest in, the Company or any business combination with the
        Company, or participate in any negotiations or discussions regarding, or
        furnish
        to any other person or entity any information with respect to, or otherwise
        cooperate in any way with, or assist or participate in, facilitate or encourage,
        any effort or attempt by any other person or entity, to do or seek any of
        the
        foregoing.  The Shareholders immediately shall cease and cause to be
        terminated with no obligation, financial or otherwise, on the part of the
        Company or the Shareholders, all existing discussions or negotiations with
        any
        other parties conducted heretofore with respect to any of the
        foregoing.


      
        
           

        

        
          -
            25
            -

          
            

          

        

        
           

        

      


       

      


       

      The
        Company and the Shareholders shall notify Buyer promptly if any such proposal
        or
        offer, or any inquiry or contact with any Person with respect thereto, is
        made
        and shall, in any such notice to Buyer, indicate in reasonable detail the
        identity of the person or entity making such proposal, offer, inquiry or
        contact
        and the terms and conditions of such proposal, offer, inquiry or
        contact.  The Company agrees not to release any third party from, or
        waive any provision of, any confidentiality or standstill agreement to which
        the
        Company is a party.

       

      
        	
                5.4

              	
                Notification
                  of Certain Matters

              


      

       

      The
        Company and the Shareholders shall give prompt written notice to Buyer, and
        Buyer shall give prompt written notice to the Company and the Shareholders,
        of
        (a) the occurrence or nonoccurrence of any event which would be likely to
        (i) cause any representation or warranty of the Company, the
        Shareholder(s), or Buyer, respectively, contained in this Agreement to be
        materially untrue or inaccurate or (ii) result in the material failure to
        satisfy a closing condition in Article VII or VIII; (b) any material
        failure of the Company, the Shareholder(s), or Buyer, respectively, to comply
        with or satisfy any covenant, condition or agreement to be complied with
        or
        satisfied by it or them; and (c) any written communication from any person
        or entity alleging that the consent of such person or entity may be required
        in
        connection with the transactions contemplated by this Agreement; provided,
        however, that the delivery of any notice pursuant to this Section 5.4 shall
        not limit or otherwise affect the remedies available hereunder to the party
        receiving such notice.

       

      
        	
                5.5

              	
                Further
                  Action

              


      

       

      Upon
        the
        terms and subject to the conditions hereof, each of the parties shall
        (a) make promptly its respective filings, and thereafter make any other
        required submissions, under applicable laws with respect to the transactions
        contemplated hereby and shall cooperate with the other parties with respect
        to
        such filings and submissions and (b) use its best efforts to take, or cause
        to be taken, all appropriate action, and to do, or cause to be done, all
        things
        necessary, proper or advisable under applicable laws and regulations to
        consummate and make effective the transactions contemplated hereby, including,
        without limitation, using its best efforts to obtain all waivers, licenses,
        permits, consents, approvals, authorizations, qualifications and orders of
        governmental authorities and parties to contracts as are necessary for the
        consummation of the transactions contemplated hereby and to fulfill the
        conditions to the closing of the sale of the Shares to Buyer.  In case
        at any time after the Closing Date any further action is necessary or desirable
        to carry out the purposes of this Agreement, each party to this Agreement
        shall
        use its best efforts to take all such action.  Neither the Buyer
        nor  the Company or the Shareholder(s) will undertake any course of
        action inconsistent with this Agreement or that would make any representations,
        warranties or agreements made by such party in this Agreement untrue or any
        conditions precedent to this Agreement unable to be satisfied at or prior
        to the
        Closing.

       

      
        	
                5.6

              	
                Publicity

              


      

       

      Except
        as
        set forth in Section 5.2(b), none of the parties shall disclose, make or
        issue,
        or cause to be disclosed, made or issued, any statement or announcement
        concerning this Agreement or the transactions contemplated hereby to any
        third
        parties (other than its officers, directors, employees, authorized
        representatives, legal advisors and financial advisors who need to know such
        information in connection with carrying out or facilitating the transactions
        contemplated hereby) without the prior written consent of the other parties,
        except as required by law or any listing or other agreement with any public
        securities trading exchange or market to which Buyer is a party and after
        providing written notice to the other parties of such required
        disclosure.


      
        
           

        

        
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            26
            -

          
            

          

        

        
           

        

      


       

      


       

      5.7.           Covenants
        Not to Compete

       

      5.7.1           Covenants

       

      In
        consideration of the payment of the Purchase Price by Buyer to the Shareholders
        at the Closing, the Shareholders covenant and agrees as follows:

       

      (a)           During
        any period during which a Shareholder performs services as an employee,
        consultant or otherwise for the Company, and, unless employment is terminated
        by
        Buyer without reasonable cause, for the two (2)-year period commencing upon
        the
        date that the Shareholder ceases to perform services for the Company (the
        "Non-Compete Period"), neither the Shareholder nor any
        of the Shareholder's affiliates shall engage in any Competitive Business
        (as
        such term is defined below), whether directly or indirectly, for its account
        or
        otherwise, or as a member, shareholder, owner, partner, principal, agent,
        joint
        venturer, consultant, advisor, franchisor or franchisee, independent contractor
        or otherwise, in, with or of any person or entity that engages directly or
        indirectly in any Competitive Business.  As used herein, "Competitive
        Business" shall mean any business that competes with the Company or the Buyer
        in
        the United States, including, without limitation, any business that provides
        geographic and land information systems, software, services or
        data.

       

      (b)           During
        the Non-Compete Period, neither the Shareholder nor any of its affiliates
        shall,
        directly or indirectly, hire, or solicit or encourage to leave the employment
        of
        the Company, Buyer or any of their affiliates, or any former employee of
        the
        Company hired by Buyer, the Company or their affiliates, or have any arrangement
        (financial, consulting or otherwise) with any such individual.

       

      5.7.2           Minor
        Investments

       

      Notwithstanding
        the provisions of Section 5.7.1(a) above, a Shareholder may at any time own
        in
        the aggregate, directly or indirectly, for investment purposes only, 5% or
        less
        of any class of securities of any entity traded on any national securities
        exchange or quoted on the Nasdaq that engages in a Competitive
        Business.

       

      5.7.3           Remedies

       

      The
        Shareholders acknowledge that compliance with the provisions of this Section
        5.7
        is necessary and proper to preserve and protect the business of the Company
        acquired by Buyer under this Agreement and to assure that the parties receive
        the benefits intended to be conveyed pursuant to this Section 5.7, the
        Shareholders agree that any failure by the Shareholders or any of their
        affiliates to comply with the provisions of this Section 5.7 shall entitle
        Buyer
        and its affiliates, in addition to such other relief and remedies as may
        be
        available, to equitable relief, including, but not limited to, the remedy
        of
        injunction.  Resort to any remedy shall not prevent the concurrent or
        subsequent employment of any other remedy, or preclude the recovery by Buyer
        and
        its affiliates of monetary damages and compensation.

       

      5.7.4           Severability;
        Reformation

       

      The
        covenants in this Section 5.7 are severable and separate, and the
        unenforceability of any specific covenant shall not affect the continuing
        validity and enforceability of any other covenant.  In the event any
        court of competent jurisdiction shall determine that the scope, time or
        territorial restrictions set forth in this Section 5.7 are unreasonable and
        therefore unenforceable, then it is the intention of the parties that such
        restrictions be enforced to the fullest extent that the court deems reasonable
        and this Agreement shall thereby be reformed.


      
        
           

        

        
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            27
            -

          
            

          

        

        
           

        

      


       

      


       

      5.8.           Payment
        of Audit Costs

       

      The
        Company and Shareholders have
        contracted to have an audit (the "Audit") conducted by
        certified public accountants necessary to create and deliver audited financial
        statements required to be delivered pursuant to Section 3.6
        hereof.  The Company shall pay the costs of such Audit, whether
        invoiced and billed prior to Closing or post closing.

       

      ARTICLE
        VI – INTENTIONALLY OMITTED

       

      ARTICLE
        VII - CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

       

      The
        obligations of Buyer to perform and observe the covenants, agreements and
        conditions to be performed and observed by it at or before the Closing shall
        be
        subject to the satisfaction of the following conditions, which may be expressly
        waived only in writing signed by Buyer.

       

      
        	
                7.1

              	
                Accuracy
                  of Representations and
                  Warranties

              


      

       

      Each
        of
        the representations and warranties of the Company and/or the Shareholders
        contained in this Agreement and the other Transaction Documents to which
        each is
        a party (including all exhibits, schedules, and attachments thereto) shall
        be
        true and correct as of the date hereof and at and as of the Closing Date
        as
        though made on that date; except to the extent such representations and
        warranties are made as of a specified date, in which case such representations
        and warranties shall be true and correct as of the specified date.

       

      
        	
                7.2

              	
                Performance
                  of Agreements

              


      

       

      The
        Company and the Shareholders shall have performed all obligations and agreements
        and complied with all covenants and conditions contained in this Agreement
        or
        any other Transaction Document to be performed and complied with by them
        at or
        prior to the Closing.

       

      
        	
                7.3

              	
                Liabilities

              


      

       

      The
        liabilities of the Company shall be as disclosed in Schedule
        2.2.2(b).

       

      
        	
                7.4

              	
                Shareholders'
                  Certificate

              


      

       

      Buyer
        shall have received a certificate of the Shareholders of the Company, dated
        the
        Closing Date, substantially in the form attached as
Exhibit 7.4, certifying that the conditions set
        forth in Sections 7.1, 7.2, 7.5 and 7.7 have been fulfilled.

       

      
        	
                7.5

              	
                Material
                  Adverse Change

              


      

       

      Since
        the
        date hereof and through the Closing, there shall not have occurred (or be
        threatened) any material adverse change (a) in the business, operations,
        assets, liabilities, earnings, condition (financial or other), or prospects
        of
        the Company or (b) with respect to the Shareholders or the Shares, and no
        material adverse change shall have occurred (or be threatened) in any domestic
        or foreign laws or regulations affecting the Company or in any third party
        contractual or other business relationships of the Company.


      
        
           

        

        
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            28
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                7.6

              	
                Due
                  Diligence and Board
                  Approval

              


      

       

      The
        results of Buyer's due diligence investigation of the Company and the
        Shareholders shall be satisfactory in all respects to Buyer and the Board
        of
        Directors of Buyer shall have approved this Agreement and the transactions
        contemplated hereby.

       

      
        	
                7.7

              	
                Approvals
                  and Consents

              


      

       

      All
        transfers of permits or licenses and all approvals, applications or notices
        to
        public agencies, federal, state, local or foreign, the granting or delivery
        of
        which is necessary for the consummation of the transactions contemplated
        hereby
        or for the continued operation of the Company shall have been obtained, and
        all
        waiting periods specified by law shall have passed.  All other
        consents, approvals and notices material to the consummation of the transactions
        contemplated by this Agreement shall have been obtained or
        delivered.  All such transfers, approvals, and consents shall be
        satisfactory in all respects to Buyer in its sole and absolute
        discretion.

       

      
        	
                7.8

              	
                Proceedings
                  and Documents

              


      

       

      All
        corporate and other proceedings in connection with the transactions contemplated
        hereby and all documents and instruments incident to such transactions shall
        have been approved by counsel to Buyer and the Buyer.

       

      
        	
                7.9

              	
                Compliance
                  With Laws

              


      

       

      The
        consummation of the transactions contemplated by this Agreement shall be
        legally
        permitted by all laws and regulations to which Buyer is subject.

       

      
        	
                7.10

              	
                Legal
                  Proceedings

              


      

       

      No
        order
        of any court or administrative agency shall be in effect that enjoins,
        restrains, conditions or prohibits consummation of this Agreement, and no
        litigation, investigation or administrative proceeding shall be pending or
        threatened that would enjoin, restrain, condition or prevent consummation
        of
        this Agreement or the transactions contemplated hereby.

       

      
        	
                7.11

              	
                Delivery
                  of Endorsed Certificates

              


      

       

      The
        Shareholders shall deliver to Buyer at Closing original certificates
        representing the Shares, duly endorsed in favor of Buyer.

       

      


       

      ARTICLE
        VIII - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
        SHAREHOLDERS

       

      The
        obligations of the Company and the Shareholders to perform and observe the
        covenants, agreements and conditions to be performed and observed by any
        of them
        at or before the Closing shall be subject to the satisfaction of the following
        conditions, which may be expressly waived only in writing signed by the
        Shareholders.


      
        
           

        

        
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            29
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                8.1

              	
                Accuracy
                  of Representations and
                  Warranties

              


      

       

      Each
        of
        the representations and warranties of Buyer contained in this Agreement and
        the
        other Transaction Documents to which it is a party shall be true and correct
        as
        of the date hereof and at and as of the Closing Date as though made on that
        date, except to the extent such representations and warranties are made as
        of a
        specified date, in which case such representations and warranties shall be
        true
        and correct as of the specified date.

       

      
        	
                8.2

              	
                Performance
                  of Agreements

              


      

       

      Buyer
        shall have performed all obligations and agreements and complied with all
        covenants and conditions contained in this Agreement or any other Transaction
        Document to be performed and complied with by it at or prior to the
        Closing.

       

      
        	
                8.3

              	
                Officers'
                  Certificate

              


      

       

      The
        Company shall have received a certificate of an officer of Buyer,
        dated the Closing Date, substantially in the form attached as
Exhibit 8.3, certifying that the
        conditions in Sections 8.1, 8.2, 8.4 and 8.5 have been
        fulfilled.

       

      
        	
                8.4

              	
                Material
                  Adverse Change

              


      

       

      Since
        the
        date hereof and through the Closing, there shall not have occurred any material
        adverse change in the business, operations, assets, liabilities, earnings,
        condition (financial or other) of Buyer that would render Buyer unable to
        perform its obligations under the Transaction Documents.

       

      
        	
                8.5

              	
                Approvals
                  and Consents

              


      

       

      All
        transfers of permits or licenses and all approvals, applications or notices
        to
        public agencies, federal, state, local or foreign, required to be obtained
        by
        Buyer for the consummation of the transactions contemplated hereby shall
        have
        been obtained, and all waiting periods specified by law shall have
        passed.

       

      
        	
                8.6

              	
                Proceedings
                  and Documents

              


      

       

      All
        corporate and other proceedings in connection with the transactions contemplated
        hereby and all documents and instruments incident to such transactions shall
        have been approved by counsel to the Shareholders and the
        Shareholders.

       

      
        	
                8.7

              	
                Compliance
                  With Laws

              


      

       

      The
        consummation of the transactions contemplated by this Agreement shall be
        legally
        permitted by all laws and regulations to which the Company and the Shareholders
        are subject.

       

      
        	
                8.8

              	
                Legal
                  Proceedings

              


      

       

      No
        order
        of any court or administrative agency shall be in effect that enjoins,
        restrains, conditions or prohibits consummation of this Agreement, and no
        litigation, investigation or administrative proceeding shall be pending or
        threatened that would enjoin, restrain, condition or prevent consummation
        of
        this Agreement or the transactions contemplated hereby.


      
        
           

        

        
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            30
            -

          
            

          

        

        
           

        

      


       

      


       

      8.9           Deliveries
        of Buyer

       

      Buyer
        shall deliver to Shareholders, at
        or before Closing, the following documents and agreements executed by Buyer:
        (a)
        Offer Letter – Don Rakestraw; (b) Offer Letter – Jeffrey Grime; and (c) Offer
        Letter – J.O. McFalls, III.

       

      ARTICLE
        IX - TERMINATION, AMENDMENT AND WAIVER

       

      
        	
                9.1

              	
                Termination

              


      

       

      This
        Agreement may be terminated at any time prior to the Closing:

       

      (a)           by
        mutual written consent of the Shareholders and Buyer;

       

      (b)           by
        the Company and the Shareholders, if Buyer shall have breached any of its
        representations, warranties or agreements;

       

      (c)           by
        Buyer, if the Shareholders or the Company shall have breached any of its
        or
        their representations, warranties or agreements;

       

      (d)           by
        either the Company or Buyer if the Closing has not occurred by ____________March 31, 2007; provided,
        however, that the right
        to terminate this Agreement under this subsection (d) shall not be
        available to any party whose failure to fulfill any obligation under this
        Agreement has been the cause of, or resulted in, the failure of the Closing
        to
        occur on or before such date;

       

      (e)           by
        either the Company or Buyer if there shall be any law or regulation that
        makes
        consummation of the sale of the Shares by the Shareholders to Buyer illegal
        or
        otherwise prohibited or if any judgment, injunction, order or decree enjoining
        Buyer or the Company from consummating the sale of the Shares by the
        Shareholders to Buyer is entered and such judgment, injunction, order or
        decree
        shall become final and nonappealable; or

       

       (f)
        at any time prior to the Closing by Buyer if, at any time in the course of
        its
        legal, accounting, financial or operational due diligence investigation as
        to
        the Company and the Shareholders, it shall have become aware of any facts
        or
        circumstances that it was not aware of on the date hereof, or any additional
        facts and circumstances as to matters of which it was aware on the date hereof,
        in either case that would, in the reasonable judgment of Buyer, make it
        inadvisable to consummate the purchase of the Shares and the other transactions
        contemplated hereby.

       

      
        	
                9.2

              	
                Effect
                  of Termination

              


      

       

      In
        the
        event of the termination of this Agreement pursuant to Section 9.1, there
        shall be no further obligation on the part of any party, except that the
        confidentiality obligations under Section 5.2, and the obligations arising
        under Sections 9.2, 11.1, 11.2, 11.5 and 11.8 shall survive any such termination
        and nothing shall relieve any party from liability for any breach
        thereof.

       

      
        	
                9.3

              	
                Amendment

              


      

       

      Buyer,
        the Company and the Shareholders may amend, modify or supplement this Agreement
        at any time, but only in writing duly executed on behalf of each of the parties
        to be bound thereby.


      
        
           

        

        
          -
            31
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                9.4

              	
                Waiver

              


      

       

      At
        any
        time prior to the Closing, any party may (a) extend the time for the
        performance of any obligation or other act of any other party, (b) waive
        any inaccuracy in the representations and warranties contained in any
        Transaction Document, or (c) waive compliance with any agreement or
        condition in any Transaction Document.  Any such extension or waiver
        shall be valid only if set forth in an instrument in writing signed by the
        party
        or parties to be bound.  The failure of any party at any time or times
        to require performance of any provisions shall in no manner affect its right
        at
        a later time to enforce the same.  No waiver by any party of any
        condition or of any breach of any terms, covenants, representations, warranties
        or agreements contained in this Agreement shall be deemed to be a further
        or
        continuing waiver of any such condition or breach in other instances or a
        waiver
        of any other condition or any breach of any other terms, covenants,
        representations, warranties or agreements.

       

      


       

      ARTICLE
        X - SURVIVAL AND INDEMNIFICATION

       

      
        	
                10.1

              	
                Survival

              


      

       

      All
        representations and warranties contained in this Agreement or the other
        Transaction Documents shall survive for a period of three (3) years following
        the Closing.  The
        covenants and agreements contained in this Agreement that contemplate
        performance after the Closing shall survive the Closing and shall continue
        until
        all obligations with respect thereto shall have been performed or satisfied
        or
        shall have been terminated in accordance with their terms.

       

      
        	
                10.2

              	
                Indemnification

              


      

       

      
        	
                 

              	
                10.2.1

              	
                Indemnification
                  by the Shareholders

              


      

       

      From
        and
        after the Closing Date, the Shareholders shall jointly and
        severally indemnify and hold Buyer and its affiliates (the
        "Buyer Indemnified Parties") harmless from and
        against, and shall reimburse Buyer Indemnified Parties for, any and all losses,
        damages, debts, liabilities, obligations, judgments, orders, awards, writs,
        injunctions, decrees, fines, penalties, taxes, costs or expenses (including
        but
        not limited to any legal and accounting fees and expenses)
        ("Losses") arising out of or in connection
        with:

       

      (a)           any
        inaccuracy in or other breach of any representation or warranty made by the
        Shareholders in this Agreement or in any other Transaction
        Document;

       

      (b)           any
        failure by the Shareholders or the Company to perform or comply, in whole
        or in
        part, with any covenant or agreement in this Agreement or any other Transaction
        Document to which it is a party; or

       

      (c)           any
        claim, demand, cause of action, suit, proceeding, hearing or investigation
        by
        any person or entity for brokerage or finder's fees or commissions or similar
        payments based upon any agreement or understanding alleged to have been made
        by
        such person or entity directly or indirectly with the Company, any of its
        Shareholders or employees in connection with any of the transactions
        contemplated by this Agreement or any other Transaction
        Document.


      
        
           

        

        
          -
            32
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                 

              	
                10.2.2

              	
                Indemnification
                  by Buyer

              


      

       

      From
        and
        after the Closing Date, Buyer shall indemnify and hold the Shareholders (the
        "Shareholder Indemnified Parties") harmless from and
        against, and shall reimburse the Shareholder Indemnified Parties for, any
        and
        all Losses arising out of or in connection with:

       

      (a)           any
        inaccuracy in or other breach of any representation or warranty made by Buyer
        in
        this Agreement or in any other Transaction Document;

       

      (b)           any
        failure by Buyer to perform or comply, in whole or in part, with any covenant
        or
        agreement in this Agreement or any other Transaction Document to which it
        is a
        party.

       

      (c)           any
        claim, demand, cause of action, suit, proceeding, hearing or investigation
        by
        any person or entity for brokerage or finder's fees or commissions or similar
        payments based upon any agreement or understanding alleged to have been made
        by
        such person or entity directly or indirectly with the Buyer, any of its
        shareholders or employees in connection with any of the transactions
        contemplated by this Agreement or any other Transaction Document.

       

      
        	
                10.3

              	
                Limitations

              


      

       

       (a)           Any
        claim for indemnification must be asserted as provided in Section 10.4
        within three years from the Closing, otherwise, this Article X shall be
        null, void and without effect.

       

      (b)           In
        no event shall any party be indemnified for any Loss to the extent it is
        covered
        by insurance.

       

      
        	
                10.4

              	
                Procedure
                  for Indemnification

              


      

       

      
        	
                 

              	
                10.4.1

              	
                Claim
                  Notice

              


      

       

      The
        Shareholder Indemnified Parties together with Buyer Indemnified Parties,
        are
        sometimes referred to herein as the "Indemnified
        Parties" In the event that any Indemnified Party
        sustains or incurs any Losses in respect of which indemnification may be
        sought
        pursuant to this Article X, such Indemnified Party may assert a claim for
        indemnification by giving written notice (the "Claim
        Notice") to the indemnifying party, which will describe in
        reasonable detail the facts and circumstances on which the asserted claim
        for
        indemnification is based.  The Claim Notice will also specify how the
        Indemnified Party intends to recover such funds pursuant to this
        Agreement.  Unless the claim described in the Claim Notice is
        contested by the indemnifying party by written notice to the Indemnified
        Party
        of the amount of the claim that is contested, given within 30 days of the
        receipt of the Claim Notice, the Indemnified Party may recover such undisputed
        amount of the claim described in the Claim Notice.

       

      
        	
                 

              	
                10.4.2

              	
                Dispute
                  Notice

              


      

       

      If,
        within thirty (30) days of the receipt by the indemnifying party of the
        Claim Notice, the indemnifying party contests in writing to the Indemnified
        Party that such Loss constitutes an indemnifiable claim (the
        "Dispute Notice"), then the Indemnified Party and the
        indemnifying party, acting in good faith, shall attempt to reach agreement
        with
        respect to such claim.  If the Indemnified Party and the indemnifying
        party should so agree, a memorandum setting forth such agreement shall be
        prepared and signed by the Indemnified Party and the indemnifying
        party.


      
        
           

        

        
          -
            33
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                 

              	
                10.4.3

              	
                Third-Party
                  Claims

              


      

       

      With
        respect to claims for indemnification resulting from or in connection with
        any
        legal proceeding commenced by a third party, the Indemnified Party will give
        the
        Claim Notice to the indemnifying party no later than ten (10) days prior
        to the
        time any initial answer or response to the asserted claim is legally required
        under any applicable court or procedural rule.  Nothing in this
        Section 10.4.3 limits in any way the right of the Indemnified Party to
        defend against any claim or litigation in such manner as it may deem
        appropriate, including, but not limited to, settling the claim or litigation
        (after giving notice of the same to the indemnifying party) on such terms
        as the
        Indemnified Party may in good faith deem appropriate (provided, however,
        that no
        such settlement shall occur without the indemnifying party's prior written
        consent, which shall not be unreasonably withheld).  The indemnifying
        party will, subject to the limitations set forth in Section 10.3, promptly
        indemnify the Indemnified Party in accordance with the provisions of this
        Article X and the Escrow Agreement.

       

      
        	
                10.5

              	
                Investigations;
                  Waivers

              


      

       

      An
        Indemnified Party's right to indemnification provided for in this Article X
        will remain in effect notwithstanding any investigation at any time by or
        on
        behalf of any party or any waiver by any party of any condition to such party's
        obligations to consummate the transactions contemplated hereby.

       

      10.6           Post
        Closing Adjustments

       

      In
        the
        event that the undisclosed liabilities of the Company as of Closing exceed
        $50,000 (whether such liabilities are discovered prior to Closing or post
        Closing at anytime during the survival period set forth in Section 10.1)
        (the
        total amount of such liabilities being referred to herein as the
        "Excess Liabilities"), then the Buyer shall deduct,
        pro-rata, from the Post Closing Payment that number of shares of Stock having
        a
        fair market value, determined by the average closing price per share of the
        Stock for the five (5) days prior to the date Excess Liabilities are discovered,
        equal to the dollar amount of the Excess Liabilities.  In the event
        the Post Closing Payment has already been made then, within 10 days after
        receiving written notice from Buyer concerning the Excess Liabilities, the
        Shareholders shall obligated, pro-rata, to surrender for cancellation and
        shall
        deliver to Buyer certificates for the Stock, duly endorsed in favor of Buyer,
        having a fair market value, determined by the average closing price per share
        of
        the Stock for the five (5) days prior to the date Excess Liabilities are
        discovered, equal to the dollar amount of the Excess Liabilities.  In
        the event there are Excess Liabilities and the Shareholders fail to surrender
        or
        are unable to surrender the Stock required hereby, the Shareholders, pro-rata,
        shall pay to Buyer an amount equal to the Excess Liabilities less the value
        of
        any Stock surrendered pursuant to the terms of this section 10.6.

       

      ARTICLE
        XI - GENERAL

       

      
        	
                11.1

              	
                Expenses

              


      

       

      Whether
        or not the transactions contemplated by this Agreement are consummated, each
        party shall each pay its own fees and expenses for the negotiation, preparation
        and carrying out of this Agreement and the other Transaction Documents
        (including legal and accounting fees and expenses).

       

      
        	
                11.2

              	
                Consequential
                  Damages

              


      

       

      No
        party
        shall be liable to the other parties for any special, indirect, incidental
        or
        consequential damages resulting from any breach of this
        Agreement.


      
        
           

        

        
          -
            34
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                11.3

              	
                Assignment

              


      

       

      This
        Agreement shall not be assigned by operation of law or otherwise, except
        that
        Buyer may assign all or any of its rights and obligations to any of its
        affiliates.  In the event of any such permitted assignment, Buyer
        shall guarantee the performance of such obligations by such
        assignee.

       

      
        	
                11.4

              	
                Notices

              


      

       

      Unless
        otherwise provided, any notice under this Agreement shall be given in writing
        and shall be deemed effectively given (a) upon personal delivery to the
        party to be notified, (b) upon confirmation of receipt by fax by the party
        to be notified, (c) one business day after deposit with a reputable
        overnight courier, prepaid for overnight delivery and addressed as set forth
        in
        (d), or (d) three days after deposit with the U.S. Post Office, postage
        prepaid, registered or certified with return receipt requested and addressed
        to
        the party to be notified at the address indicated for such party below, or
        at
        such other address as such party may designate by 10 days' advance written
        notice to the other parties given in the foregoing manner.

      


      If
        to the
        Buyer:                                                    
Xedar Corporation.

      8310
        South Valley Highway, Suite 220

      Englewood,
        CO 80112

      Attention:  Hugh
        H. Williamson, III

      President
        and CEO

      Fax:
        303-377-0632

      


      With
        a
        copy
        to:                                                    Castle
        Meinhold & Stawiarski, LLC

      999
        18th Street, Suite
        2201

      Denver,
        CO 80220

      Attention:  Sean
        C. Stewart, Esq.

      Fax:
        303-865-1707

      


      If
        to the
        Company or the
        Shareholders:            Point
        One Inc.

      1215
        South Clark Street, Suite
        1102

      Arlington,
        VA 22202

      Attention:
        Don W. Rakestraw, Jeffrey
        R. Grime and J.O. McFalls, III

      Fax:
        703-414-5447

      


      With
        a
        coy
        to:                                                      
Troxell & Kincaid, P.L.C.

      101
        N. King Street

      Leesburg,
        VA 20176

       

      
        	
                11.5

              	
                Governing
                  Law; Jurisdiction; Venue

              


      

       

      This
        Agreement shall be governed by and construed under the laws of the state
        of
        Colorado without regard to principles of conflict of
        laws.  The parties irrevocably consent to the jurisdiction and venue
        of the state and federal courts located in Denver,
        Colorado in connection with any action relating to this
        Agreement.

       

      
        	
                11.6

              	
                Successors
                  and Assigns

              


      

       

      The
        terms
        and conditions of this Agreement shall inure to the benefit of and be binding
        on
        the respective successors and assigns of the parties.


      
        
           

        

        
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            35
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                11.7

              	
                Severability

              


      

       

      If
        one or
        more provisions of this Agreement are held to be unenforceable under applicable
        law, such provision shall be excluded from this Agreement, and the balance
        of
        this Agreement shall be interpreted as if such provision were so excluded
        and
        shall be enforceable in accordance with its terms.

       

      


       

      
        	
                11.8

              	
                Entire
                  Agreement; Counterparts

              


      

       

      This
        Agreement constitutes the entire agreement among the parties with respect
        to
        this subject matter and supersedes all prior agreements
        and undertakings, both written and oral, among the parties with respect to
        this
        subject matter hereof.  This Agreement may be executed in two or more
        counterparts, which together shall constitute one instrument.

       

      11.9           Headings
        and Captions

       

      The
        headings and captions prefacing each Section and most paragraphs of this
        Agreement are inserted only for the purpose of convenient reference and
        cross-reference and in no way define, limit or prescribe the substantive
        content, scope or intent of this Agreement nor affect the meaning,
        interpretation, construction or enforcement of any provision
        thereof.

       

      
        	
                11.10  

              	
                Further
                  Assurances

              


      

       

      The
        parties agree, at any time and from time to time to do, execute, acknowledge,
        deliver, all such further acts, stock certificates, stock powers, proxies,
        resignations, assignments, transfers, conveyances, powers of attorney, and
        assurances as may be required to complete the transactions contemplated in
        this
        Agreement.

       

      
        	
                11.11  

              	
                Exhibits
                  and Schedules

              


      

       

      All
        Exhibits and Schedules referenced in, and attached to, this Agreement are
        incorporated in this Agreement by this reference hereto.

       

      IN
        WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
        effective as of the date and year first above written.

      


      BUYER:

      


      Xedar
        Corporation,

      a
        Colorado corporation

      


      


      By:           /s/
        Hugh H. Williamson, III

      Hugh
        H. Williamson, III, President and
        CEO

      


      



      
        
           

        

        
          -
            36
            -

          
            

          

        

        
           

        

      


      COMPANY:

      


      Atlantic
        Systems Corporation

      a
        Virginia corporation

      


      


      By: 
        /s/ Don W. Rakestraw

      


      Name:  
        Don W. Rakestraw

      


      Title:  CEO                                                      

      


      


      SHAREHOLDERS:

      


      


      /s/
        Don W.
        Rakesraw                                                                      

      Don
        W.
        Rakestraw

      


      


      /s/
        Jeffrey R.
        Grime                                                                      

      Jeffrey
        R. Grime

      


      


      /s/
        J.O. McFalls,
        III                                                                      

      J.O.
        McFalls, III

      


      



      
        
           

        

        
          -
            37
            -

          
            

          

        

        
           

        

      


      List
        of Exhibits and Schedules

      


      Exhibits

      


      Exhibit
        2.2.2 – Registration Rights and Lock-Up Agreement

      Exhibit
        7.4 – Shareholders' Certificate

      Exhibit
        8.3 – Officer’s Certificate (Buyer)

      


      Schedules

      


      Schedule
        2.1 – Excluded Assets

      Schedule
        2.2.2(b) – Accounts Receivable as of Closing Balance Sheet date

      Schedule
        3.6 –  Operating Liabilities

      Schedule
        3.9(a) – Real Property (owned, leased, rented or used by the
        Company)

      Schedule
        3.9(b) – Personal Property (owned, leased, rented or used by the Company and
        having a value in

      excess
        of
        $2,000)

      Schedule
        3.10 – Material Contracts (all material contracts, agreements, arrangements of
        the Company)

      Schedule
        3.11 – Customers (material customers of the Company)

      Schedule
        3.12 – Pending Litigation and Claims

      Schedule
        3.15 – Employee Benefit Plans (benefit plans of the Company)

      Schedule
        3.17.2 – Third Party Technology; Third Party Licenses (used in the Company's
        business)

      Schedule
        3.17.3 – Trademarks (trademarks, trade names, brand names of the
        Company)

      Schedule
        3.17.4 – IP Registrations (all patents, patent applications, copyright
        registrations, trademark

      applications
        of the Company)

      Schedule
        3.17.8 – Domain Names (all websites of the Company)

      Schedule
        3.20 – Permits; Registrations (all governmental approvals, authorizations,
        consents, licenses, orders,

      registrations
        and permits of the
        Company)

      Schedule
        3.22 – Insurance Policies (all insurance policies of the Company)

      Schedule
        3.26 – Bank Accounts (all accounts and account signatories of the
        Company)

      Schedule
        4.6(b) – Shareholders holding 5% or more Shares of Common Stock


      
        
                    

           

        

        
          -
            38
            -

          
            

          

        

        
           

        

      


      Exhibit
        2.2.2

      


      [Registration
        Rights and Lock-Up Agreements – Rakestraw, Grime and McFalls]


      
        
           

        

        
          -
            39
            -

          
            

          

        

        
           

        

      


      Exhibit
        7.4

      


      [Shareholders'
        Certificate]


      
        
           

        

        
          -
            40
            -

          
            

          

        

        
           

        

      


      Exhibit
        8.3

      


      [Officer’s
        Certificate (Buyer)]

      



      
        
           

        

        
          -
            41
            -