EXHIBIT 10.67




                          AGREEMENT AND PLAN OF MERGER


                          dated as of February 22, 2004


                                      among


                          TRINITY LEARNING CORPORATION


                                 PROSOFTTRAINING


                                       and


                              MTX ACQUISITION CORP.



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I      THE MERGER......................................................1

     SECTION 1.1      The Merger...............................................1

     SECTION 1.2      Effective Time...........................................2

     SECTION 1.3      Closing of the Merger....................................2

     SECTION 1.4      Effects of the Merger....................................2

     SECTION 1.5      Articles of Incorporation and Bylaws.....................2

     SECTION 1.6      Directors................................................2

     SECTION 1.7      Officers.................................................2

     SECTION 1.8      Corporate Headquarters...................................3

ARTICLE II     CONVERSION OF SECURITIES........................................3

     SECTION 2.1      Conversion of Shares.....................................3

     SECTION 2.2      Stock Options, Warrants and Convertible Notes............4

     SECTION 2.3      Exchange Fund............................................5

     SECTION 2.4      Exchange Procedures......................................5

     SECTION 2.5      Distributions with Respect to Unsurrendered
                      Certificates.............................................6

     SECTION 2.6      No Further Ownership Rights in Company Common Stock......6

     SECTION 2.7      No Fractional Shares of Parent Common Stock..............6

     SECTION 2.8      Termination of Exchange Fund.............................7

     SECTION 2.9      No Liability.............................................7

     SECTION 2.10     Investment of the Exchange Fund..........................7

     SECTION 2.11     Lost Certificates........................................7

     SECTION 2.12     Withholding Rights.......................................7

     SECTION 2.13     Stock Transfer Books.....................................7

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................8

     SECTION 3.1      Organization and Qualification; Subsidiaries.............8

     SECTION 3.2      Capitalization of the Company and Its Subsidiaries.......8

     SECTION 3.3      Authority Relative to This Agreement.....................9

     SECTION 3.4      SEC Reports; Financial Statements.......................10

     SECTION 3.5      No Undisclosed Liabilities..............................11

     SECTION 3.6      Absence of Changes......................................11


                                       i
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     SECTION 3.7      Information Supplied....................................13

     SECTION 3.8      Consents and Approvals..................................13

     SECTION 3.9      No Default..............................................14

     SECTION 3.10     Real Property...........................................14

     SECTION 3.11     Litigation..............................................16

     SECTION 3.12     Compliance with Applicable Law; Permits.................17

     SECTION 3.13     Employee Plans..........................................17

     SECTION 3.14     Labor Matters...........................................19

     SECTION 3.15     Environmental Matters...................................20

     SECTION 3.16     Tax Matters.............................................23

     SECTION 3.17     Absence of Questionable Payments........................25

     SECTION 3.18     Material Contracts......................................26

     SECTION 3.19     Subsidies...............................................27

     SECTION 3.20     Intellectual Property...................................27

     SECTION 3.21     Opinion of Financial Advisor............................29

     SECTION 3.22     Brokers.................................................29

     SECTION 3.23     URBCAss. 203............................................29

ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB........29

     SECTION 4.1      Organization and Qualification; Subsidiaries............30

     SECTION 4.2      Capitalization of Parent and Its Subsidiaries...........30

     SECTION 4.3      Authority Relative to This Agreement....................31

     SECTION 4.4      SEC Reports; Financial Statements.......................32

     SECTION 4.5      No Undisclosed Liabilities..............................32

     SECTION 4.6      Absence of Changes......................................32

     SECTION 4.7      Information Supplied....................................34

     SECTION 4.8      Consents and Approvals..................................35

     SECTION 4.9      No Default..............................................35

     SECTION 4.10     Real Property...........................................36

     SECTION 4.11     Litigation..............................................38

     SECTION 4.12     Compliance with Applicable Law; Permits.................38


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     SECTION 4.13     Employee Plans..........................................38

     SECTION 4.14     Labor Matters...........................................41

     SECTION 4.15     Environmental Matters...................................42

     SECTION 4.16     Tax Matters.............................................43

     SECTION 4.17     Absence of Questionable Payments........................45

     SECTION 4.18     Material Contracts......................................46

     SECTION 4.19     Subsidies...............................................47

     SECTION 4.20     Intellectual Property...................................47

     SECTION 4.21     Opinion of Financial Advisor............................49

     SECTION 4.22     Brokers.................................................49

     SECTION 4.23     Nevada Combination Statute..............................49

ARTICLE V      COVENANTS RELATED TO CONDUCT OF COMPANY'S BUSINESS.............49

     SECTION 5.1      Conduct of Business of the Company......................49

     SECTION 5.2      Company Strategic Alliances and Acquisitions............52

     SECTION 5.3      Access to Information...................................52

ARTICLE VI     COVENANTS RELATED TO THE CONDUCT OF PARENT'S BUSINESS..........53

     SECTION 6.1      Conduct of Business of the Parent.......................53

     SECTION 6.2      Access to Information...................................56

ARTICLE VII    ADDITIONAL AGREEMENTS..........................................57

     SECTION 7.1      Preparation of S-4 and the Joint Proxy Statement........57

     SECTION 7.2      Letter of Accountants...................................58

     SECTION 7.3      Meetings................................................58

     SECTION 7.4      Government Filings; Reasonable Best Efforts;
                      Litigation..............................................59

     SECTION 7.5      Acquisition Proposals...................................60

     SECTION 7.6      Public Announcements....................................61

     SECTION 7.7      Notification of Certain Matters.........................61

     SECTION 7.8      Tax-Free Reorganization Treatment.......................61

     SECTION 7.9      Employee Matters........................................61

     SECTION 7.10     Intentionally omitted...................................61


                                      iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     SECTION 7.11     SEC and Other Filings...................................61

     SECTION 7.12     Fees and Expenses.......................................62

     SECTION 7.13     Obligations of Merger Sub...............................62

     SECTION 7.14     Anti-takeover Statutes..................................62

     SECTION 7.15     Amendment of Disclosure Schedules.......................62

ARTICLE VIII   CONDITIONS TO CONSUMMATION OF THE MERGER.......................62

     SECTION 8.1      Conditions to Each Party's Obligations to Effect
                      the Merger..............................................62

     SECTION 8.2      Conditions to the Obligations of Parent and Merger Sub..63

     SECTION 8.3      Conditions to the Obligations of the Company............64

ARTICLE IX     TERMINATION; AMENDMENT; WAIVER.................................65

     SECTION 9.1      Termination by Mutual Agreement.........................65

     SECTION 9.2      Termination by Either Parent or the Company.............66

     SECTION 9.3      Termination by the Company..............................66

     SECTION 9.4      Termination by Parent...................................67

     SECTION 9.5      Effect of Termination and Abandonment...................68

     SECTION 9.6      Amendment...............................................68

     SECTION 9.7      Extension; Waiver.......................................68

ARTICLE X      MISCELLANEOUS..................................................68

     SECTION 10.1     Entire Agreement; Assignment............................68

     SECTION 10.2     Nonsurvival of Representations and Warranties...........69

     SECTION 10.3     Notices.................................................69

     SECTION 10.4     Governing Law...........................................70

     SECTION 10.5     Descriptive Headings....................................70

     SECTION 10.6     Parties in Interest.....................................70

     SECTION 10.7     Severability............................................71

     SECTION 10.8     Specific Performance....................................71

     SECTION 10.9     Counterparts............................................71

     SECTION 10.10    Interpretation..........................................71

     SECTION 10.11    Definitions.............................................72


                                       iv
<PAGE>


EXHIBITS

Intentionally Omitted                A
Intentionally Omitted                B
Intentionally Omitted                C
Company Certificate                  D
Parent Certificate                   E


<PAGE>


                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement"),  dated as of February
22,  2004,  is among  Trinity  Learning  Corporation,  a Utah  corporation  (the
"Company"),   ProsoftTraining,   a  Nevada  corporation   ("Parent"),   and  MTX
Acquisition  Corp., a Utah  corporation and a direct wholly owned  Subsidiary of
Parent ("Merger Sub"). Certain capitalized and non-capitalized terms used herein
are defined in Section 10.11.

                                    RECITALS

     WHEREAS, the boards of directors of the Company, Parent and Merger Sub each
have,  in light of and  subject to the terms and  conditions  set forth  herein,
approved this Agreement and the transactions  contemplated hereby, including the
Merger (as  hereinafter  defined),  and the boards of  directors of the Company,
Parent and Merger Sub have declared the Merger advisable and fair to, and in the
best interests of, their  respective  stockholders and will recommend the Merger
to such stockholders;

     WHEREAS,  pursuant to the Merger,  among other  things,  and subject to the
terms and conditions of this Agreement, all of the issued and outstanding shares
of stock of the Company  shall be  converted  into shares of common  stock,  par
value $.001 per share, of Parent (collectively, "Parent Common Stock");

     WHEREAS,  for U.S.  federal  income tax  purposes,  it is intended that the
Merger shall qualify as a reorganization within the meaning of Section 368(a) of
the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  and that this
Agreement  shall be, and is  hereby,  adopted  as a plan of  reorganization  for
purposes of Section 368(a) of the Code; and

     WHEREAS,  the  Company,  Parent  and  Merger  Sub  desire  to make  certain
representations,  warranties,  covenants and  agreements in connection  with the
Merger as set forth in this Agreement.

     NOW, THEREFORE,  in consideration of the premises and the  representations,
warranties,  covenants  and  agreements  herein  contained,  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and intending to be legally bound hereby, the Company, Parent and
Merger Sub hereby agree as follows:

                                    ARTICLE I
                                   THE MERGER

     SECTION  1.1 The  Merger.  At the  Effective  Time and upon the  terms  and
subject to the  conditions of this  Agreement  and in  accordance  with the Utah
Revised Business Corporation Act (the "URBCA"), the Company shall be merged with
and into  Merger Sub (the  "Merger").  Following  the  Merger,  Merger Sub shall
continue as the surviving  corporation  (the  "Surviving  Corporation")  and the
separate corporate existence of the Company shall cease.

<PAGE>

     SECTION 1.2 Effective  Time.  Subject to the provisions of this  Agreement,
Parent,  Merger Sub and the Company shall cause the Merger to be  consummated by
filing  Articles of Merger (the  "Articles of Merger")  with the  Department  of
Commerce  Division of Corporations and Commercial Code of the State of Utah (the
"Division")  in such form as required by, and executed in accordance  with,  the
relevant provisions of the URBCA, as soon as practicable on or after the Closing
Date (as hereinafter defined). The Merger shall become effective upon the filing
of such  Articles of Merger with the Division or at such later time as agreed in
writing by Parent and the Company and  specified  in the Articles of Merger (the
"Effective  Time"  and the date on  which  the  Effective  Time  falls  shall be
referred to herein as the "Effective Date").

     SECTION  1.3  Closing  of  the  Merger.  The  closing  of the  Merger  (the
"Closing")  will take place as soon as practicable at a time and on a date to be
specified by the parties (the "Closing Date"),  which shall be no later than the
second Business Day after  satisfaction or waiver of the conditions set forth in
Article  VII  (other  than  those  conditions  that by  their  nature  are to be
satisfied  at the  Closing,  but subject to the  fulfillment  or waiver of those
conditions),  at the offices of Parsons, Behle & Latimer, 201 South Main Street,
Suite 1800,  Salt Lake City, Utah 84111, or at such other time, date or place as
agreed to in writing by the parties hereto.

     SECTION 1.4 Effects of the  Merger.  The Merger  shall have the effects set
forth in the URBCA.  Without  limiting  the  generality  of the  foregoing,  and
subject  thereto,  at  the  Effective  Time,  all  of  the  properties,  rights,
privileges,  powers and  franchises  of the Company and Merger Sub shall vest in
the Surviving Corporation,  and all debts, liabilities and duties of the Company
and Merger Sub shall become the debts,  liabilities  and duties of the Surviving
Corporation.

     SECTION 1.5 Articles of  Incorporation  and Bylaws.  Effective  immediately
following the Merger,  the articles of incorporation of Merger Sub, as in effect
immediately  prior to the Effective Time, shall be the articles of incorporation
of the Surviving Corporation until amended in accordance with applicable Law (as
hereinafter defined);  provided,  however, that at the Effective Time, Article I
of the articles of incorporation of the Surviving  Corporation  shall be amended
to provide  that the name of the  corporation  is Trinity  Learning  Corporation
Effective  immediately  following  the  Merger,  the bylaws of Merger Sub, as in
effect  immediately  prior to the  Effective  Time,  shall be the  bylaws of the
Surviving Corporation until amended in accordance with applicable Law.

     SECTION 1.6 Directors.  The directors of the Company  immediately  prior to
the Effective Time shall be the initial  directors of the Surviving  Corporation
and shall hold office from the Effective Time in accordance with the charter and
bylaws of the Surviving  Corporation  until their successors are duly elected or
appointed and qualified or until their earlier death, resignation or removal.

     SECTION 1.7  Officers.  The executive  officers of the Company  immediately
prior to the  Effective  Time shall be the  initial  officers  of the  Surviving
Corporation and shall hold office from the Effective Time in accordance with the
charter and bylaws of the Surviving  Corporation until their successors are duly
elected or appointed and qualified or until their earlier death,  resignation or
removal.


                                      -2-
<PAGE>

     SECTION 1.8  Corporate  Headquarters.  The  corporate  headquarters  of the
Surviving  Corporation  shall  be  located  at  1831  Second  Street,  Berkeley,
California 94710. The Surviving  Corporation shall maintain operating offices at
410 N. 44th Street,  Suite 600,  Phoenix,  AZ 85008 and such other places around
the  world  as it  may  determine  is in the  best  interest  of  the  Surviving
Corporation.

                                   ARTICLE II
                            CONVERSION OF SECURITIES

     SECTION 2.1 Conversion of Shares.

     (a) At the Effective Time, each issued and outstanding  share of the common
stock of Merger Sub shall, by virtue of the Merger and without any action on the
part of Parent,  Merger Sub or the Company, be converted into one fully paid and
non-assessable share of common stock of the Surviving Corporation.

     (b) At the Effective Time, each share of common stock, no par value, of the
Company,  ("Company Common Stock"),  issued and outstanding immediately prior to
the Effective  Time  (individually,  a "Share" and  collectively,  the "Shares")
(other  than (i) Shares  held by the  Company  and (ii) Shares held by Parent or
Merger Sub) shall, by virtue of the Merger and without any action on the part of
Parent,  Merger Sub, the Company or any holder  thereof,  be converted  into the
right to receive one (1) share of Parent Common Stock (referred to herein as the
"Exchange Ratio" as may be adjusted pursuant to Section  9.4(iii),  and all such
shares of Parent Common Stock issued pursuant to this Section  2.1(b),  together
with any cash in lieu of  fractional  shares of Parent  Common  Stock to be paid
pursuant   to  Section   2.7,   being   referred   to  herein  as  the   "Merger
Consideration"). At the Effective Time, all Company Common Stock shall no longer
be outstanding and shall  automatically  be cancelled and extinguished and shall
cease to exist,  and each holder of a certificate  representing any such Company
Common  Stock shall cease to have any rights with  respect  thereto,  except the
right to receive  the Merger  Consideration  therefore  upon  surrender  of such
certificate in accordance with this Article II.

     (c) At the  Effective  Time each Share of Company  Common Stock held by the
Company, Parent or any of their Subsidiaries shall be cancelled and extinguished
without any consideration therefor.

     (d) The  Exchange  Ratio  shall be adjusted  to reflect  appropriately  the
effect  of  any  stock  split,   stock  dividend   (including  any  dividend  or
distribution  of  securities  convertible  into Parent  Common  Stock or Company
Common Stock) reorganization,  recapitalization,  reclassification or other like
change with respect to Parent Common Stock or Company Common Stock  occurring on
or after the date hereof and prior to the Effective Time.

     (e)  Notwithstanding  subsections (a) through (d), above, shares of Company
Common Stock  outstanding  immediately prior to the Effective Time and held by a
holder who has not voted in favor of the Merger or consented  thereto in writing
and who has demanded appraisal for such shares in accordance with Part 13 of the
URBCA ("Dissenter's Shares") shall not be


                                      -3-
<PAGE>

converted  into the right to receive  Parent  Common  Stock,  unless such holder
fails to  perfect  or  withdraws  or  otherwise  loses  such  holder's  right to
appraisal. If after the Effective Time such holder fails to perfect or withdraws
or otherwise  loses such holder's right to appraisal,  such  Dissenters'  Shares
shall be treated as if they had been converted as of the Effective Time into the
right to receive  Parent  Common  Stock.  The Company  shall give Parent  prompt
written notice of any demands received for appraisal of Dissenters'  Shares, and
Parent shall have the right to participate in all  negotiations  and Proceedings
with  respect to such  demands.  The  Company  shall not,  except with the prior
written consent of Parent,  make any payment with respect to, or settle or offer
to settle, any such demands.

     SECTION 2.2 Stock Options, Warrants and Convertible Notes.

     (a) As soon as practicable following the date of this Agreement, Parent and
the Company (or, if appropriate,  any committee of the Board of Directors of the
Company   administering   the  Company's  stock  option  plans  or  arrangements
(collectively,  the "Company  Option  Plans"))  shall take such action,  and the
Company  shall  obtain  all such  agreements  and  consents,  if any,  as may be
required  to effect the  following  provisions  of this  Section  2.2. As of the
Effective  Time each  outstanding  option to purchase  shares of Company  Common
Stock  pursuant to the Company  Option Plans (a "Company Stock Option") shall be
replaced by a new  substitute  option to purchase  shares of Parent Common Stock
(in each case, an "Assumed Stock Option") as follows:

          (i) In the case of any Company Stock Option,  (x) the number of shares
     of Parent  Common  Stock  subject to the Assumed  Stock Option shall be the
     product  (rounded up to the nearest whole share) of the number of shares of
     Company Common Stock subject to the Company Stock Option  multiplied by the
     Exchange  Ratio,  and (y) the  exercise  price per share  under the Assumed
     Stock Option shall be the quotient  (truncated  to the nearest $.01) of the
     exercise  price per share of Company  Common Stock under the Company  Stock
     Option  immediately  prior to the  Effective  Time  divided by the Exchange
     Ratio.

          (ii) Each Assumed Stock Option shall be subject to the same expiration
     date and vesting  provisions  as were  applicable  to the relevant  Company
     Stock Option immediately prior to the Effective Time.

     (b) As of the Effective Time, the obligation to issue shares of the Company
Common Stock upon  exercise of each  outstanding  warrant to purchase  shares of
Company Common Stock (a "Company  Warrant")  shall be assumed by Parent (in each
case, an "Assumed  Warrant").  Each Assumed Warrant shall be subject to the same
expiration  date and other  terms as were  applicable  to the  relevant  Company
Warrant  immediately prior to the Effective Time. The number of shares of Parent
Common Stock subject to the Assumed Warrant shall be the product  (rounded up to
the nearest whole share) of the number of shares of Company Common Stock subject
to the Company Warrant  multiplied by the Exchange Ratio, and the exercise price
per share under the Assumed  Warrant  shall be the  quotient  (truncated  to the
nearest $.01) of the exercise  price per share of Company Common Stock under the
Company Warrant  immediately prior to the Effective Time divided by the Exchange
Ratio.


                                      -4-
<PAGE>

     (c) As of the  Effective  Time,  the  obligation to issue shares of Company
Common  Stock  upon  conversion  of each  outstanding  promissory  note or other
indebtedness  of the Company (or its  Subsidiaries)  convertible  into shares of
Company Common Stock (a "Company  Convertible  Note") shall be assumed by Parent
(in each case, an "Assumed  Convertible  Note").  The conversion price per share
under the  Assumed  Convertible  Note shall be the  quotient  (truncated  to the
nearest  $.01) of the  conversion  price per share of the Company  Common  Stock
under the Company  Convertible  Note  immediately  prior to the  Effective  Time
divided by the Exchange Ratio.

     SECTION 2.3  Exchange  Fund.  Prior to the  Effective  Time,  Parent  shall
appoint an institution  reasonably  acceptable to the Company to act as exchange
agent   hereunder  for  the  purpose  of   exchanging   Shares  for  the  Merger
Consideration (the "Exchange Agent").  At or prior to the Effective Time, Parent
shall  deposit with the Exchange  Agent,  in trust for the benefit of holders of
Shares   (other  than   Parent,   the  Company  and  any  of  their   respective
Subsidiaries),  certificates  representing  the  Parent  Common  Stock  issuable
pursuant to Section 2.1 in exchange for  outstanding  Shares.  Parent  agrees to
make  available  to the Exchange  Agent from time to time as needed,  sufficient
cash  amounts  payable  in lieu of  fractional  shares  of Parent  Common  Stock
pursuant  to  Section  2.7 and any  dividends  and other  distributions  payable
pursuant to Section  2.5.  Any cash and  certificates  of Parent  Common  Stock,
together with any dividends or  distributions  with respect  thereto,  deposited
with the Exchange Agent shall hereinafter be referred to as the "Exchange Fund."

     SECTION 2.4 Exchange  Procedures.  Promptly  after the Effective  Time, the
Surviving Corporation shall cause the Exchange Agent to mail to each holder of a
certificate  or  certificates  which  immediately  prior to the  Effective  Time
represented  outstanding Shares (the "Certificates") whose shares were converted
pursuant to Section  2.1(b) into Parent Common Stock (i) a letter of transmittal
which shall specify that delivery shall be effective, and risk of loss and title
to the  Certificates  shall pass, only upon delivery of the  Certificates to the
Exchange Agent,  and which letter shall be in customary form and have such other
provisions  as  Parent  and  the  Company  may  reasonably  specify;   and  (ii)
instructions  for effecting the surrender of such  Certificates  in exchange for
the Merger Consideration.  Upon surrender of a Certificate to the Exchange Agent
together  with such  letter of  transmittal,  duly  executed  and  completed  in
accordance  with the  instructions  thereto,  and such  other  documents  as may
reasonably  be required by the Exchange  Agent,  the holder of such  Certificate
shall  be  entitled  to  receive  in  exchange  therefor  (A) a  certificate  or
certificates   representing  that  number  of  shares  of  Parent  Common  Stock
representing,  in the aggregate, the whole number of shares that such holder has
the  right  to  receive  pursuant  to  Section  2.1  and (B)  any  dividends  or
distributions to which such holder is entitled  pursuant to Section 2.5 and cash
in lieu of fractional  shares  pursuant to Section 2.7, and the  Certificate  so
surrendered  shall  forthwith  be  cancelled.  No interest  will be paid or will
accrue on any cash payable  pursuant to Section 2.5 or Section 2.7. In the event
of a transfer of ownership of Company  Common Stock which is not  registered  in
the transfer records of the Company,  certificates evidencing, in the aggregate,
the proper number of shares of Parent Common Stock, a check in the proper amount
of cash in lieu of any  fractional  shares of Parent  Common  Stock  pursuant to
Section 2.7 and any  dividends  or other  distributions  to which such holder is
entitled  pursuant to Section  2.5, may be issued with respect to such Shares to
such a


                                      -5-
<PAGE>

transferee  if the  Certificate  representing  such Shares is  presented  to the
Exchange  Agent,  accompanied  by all documents  required to evidence and effect
such transfer and to evidence that any applicable stock transfer Taxes have been
paid.

     SECTION 2.5 Distributions  with Respect to Unsurrendered  Certificates.  No
dividends  or other  distributions  declared  or made with  respect to shares of
Parent Common Stock with a record date after the Effective Time shall be paid to
the holder of any unsurrendered Certificate with respect to the shares of Parent
Common  Stock that such holder  would be entitled to receive  upon  surrender of
such  Certificate,  and no cash payment in lieu of  fractional  shares of Parent
Common Stock shall be paid to any such holder pursuant to Section 2.7 until such
holder shall surrender such  Certificate in accordance with Section 2.4. Subject
to the effect of applicable Laws,  following  surrender of any such Certificate,
there shall be paid to such holder of shares of Parent Common Stock  issuable in
exchange  therefor,  without  interest,  (a)  promptly  after  the  time of such
surrender, the amount of any cash payable in lieu of fractional shares of Parent
Common  Stock to which such holder is  entitled  pursuant to Section 2.7 and the
amount  of  dividends  or other  distributions  with a  record  date  after  the
Effective  Time  theretofore  paid with  respect to such whole  shares of Parent
Common Stock,  and (b) at the appropriate  payment date, the amount of dividends
or other  distributions with a record date after the Effective Time but prior to
such  surrender and a payment date  subsequent to such  surrender,  payable with
respect to such shares of Parent Common Stock.

     SECTION 2.6 No Further Ownership Rights in Company Common Stock. All shares
of Parent  Common  Stock issued and cash paid upon  conversion  of the Shares in
accordance  with the terms of Article I and this Article II (including  any cash
paid  pursuant to  Sections  2.5 and 2.7) shall be deemed to have been issued or
paid in full  satisfaction  of all  rights  under  the URBCA  pertaining  to the
Shares.

     SECTION 2.7 No Fractional Shares of Parent Common Stock.

     (a) No certificates or scrip of shares of Parent Common Stock  representing
fractional  shares of Parent Common Stock or book-entry credit of the same shall
be issued upon the surrender for exchange of  Certificates  and such  fractional
share interests will not entitle the owner thereof to vote or to have any rights
of a stockholder of Parent or a holder of shares of Parent Common Stock.

     (b) Notwithstanding  any other provision of this Agreement,  each holder of
Shares  exchanged  pursuant to the Merger who would otherwise have been entitled
to receive a fraction  of a share of Parent  Common  Stock  (after  taking  into
account all  Certificates  delivered  by such  holder)  shall  receive,  in lieu
thereof,  cash (without  interest) in an amount equal to the product of (i) such
fractional part of a share of Parent Common Stock multiplied by (ii) the closing
price on the NASDAQ  SmallCap  Market for a share of Parent  Common Stock on the
date of the Effective Time. As promptly as practicable  after the  determination
of the aggregate  amount of cash to be paid to holders of fractional  interests,
the  Exchange  Agent shall notify  Parent and Parent  shall cause the  Surviving
Corporation  to deposit such amount with the Exchange  Agent and shall cause the
Exchange  Agent to forward  payments  to such  holders of  fractional  interests
subject to and in accordance with the terms hereof.


                                      -6-
<PAGE>

     SECTION 2.8  Termination of Exchange Fund. Any portion of the Exchange Fund
which remains  undistributed  to the holders of  Certificates  for twelve months
after the  Effective  Time shall be delivered to the  Surviving  Corporation  or
otherwise on the  instruction of the Surviving  Corporation,  and any holders of
the  Certificates  who have not theretofore  complied with this Article II shall
thereafter  look only to the  Surviving  Corporation  and  Parent for the Merger
Consideration with respect to the Shares formerly  represented  thereby to which
such holders are  entitled  pursuant to Section 2.1 and Section 2.4, any cash in
lieu of  fractional  shares of Parent  Common  Stock to which such  holders  are
entitled pursuant to Section 2.7 and any dividends or distributions with respect
to shares of parent Common Stock to which such holders are entitled  pursuant to
Section 2.5.

     SECTION 2.9 No  Liability.  None of Parent,  Merger Sub, the  Company,  the
Surviving  Corporation  or  the  Exchange  Agent,  or any  directors,  officers,
employees  or agents of each of the  foregoing  shall be liable to any Person in
respect of any Parent Common Stock, any dividends or distributions  with respect
thereto,  any cash in lieu of  fractional  shares of Parent  Common Stock or any
cash from the  Exchange  Fund  delivered  to a public  official  pursuant to any
applicable abandoned property, escheat or similar Law.

     SECTION 2.10  Investment  of the Exchange  Fund.  The Exchange  Agent shall
invest any cash  included in the Exchange  Fund as directed by Parent on a daily
basis. Any interest and other income  resulting from such  investments  promptly
shall be paid to Parent.

     SECTION 2.11 Lost  Certificates.  If any Certificate  shall have been lost,
stolen or destroyed,  upon the making of an affidavit of that fact by the Person
claiming such  Certificate  to be lost,  stolen or destroyed  and, if reasonably
required by the Surviving  Corporation,  the posting by such Person of a bond in
such  reasonable  amount as the  Surviving  Corporation  may direct as indemnity
against any claim that may be made against it with respect to such  Certificate,
the Exchange  Agent will deliver in exchange for such lost,  stolen or destroyed
Certificate  the  applicable  Merger  Consideration  with  respect to the Shares
formerly  represented  thereby,  any cash in lieu of fractional shares of Parent
Common Stock and unpaid  dividends and  distributions on shares of Parent Common
Stock deliverable in respect thereof, pursuant to this Agreement.

     SECTION 2.12 Withholding Rights. Each of the Surviving Corporation,  Parent
and the Exchange  Agent shall be entitled to deduct and withhold from the Merger
Consideration  otherwise  payable  pursuant to this  Agreement  to any holder of
Shares such amounts as it is required to deduct and withhold with respect to the
making of such payment under the Code and the rules and regulations  promulgated
thereunder, or any applicable Law. To the extent that amounts are so withheld by
the Surviving  Corporation,  Parent or the Exchange  Agent,  as the case may be,
such  withheld  amounts  shall be treated for all purposes of this  Agreement as
having been paid to the holder of the Shares in respect to which such  deduction
and  withholding was made by the Surviving  Corporation,  Parent or the Exchange
Agent, as the case may be.

     SECTION 2.13 Stock Transfer Books.  The stock transfer books of the Company
shall be  closed  immediately  upon the  Effective  Time and  there  shall be no
further  registration  of transfers of Shares  thereafter  on the records of the
Company.  On or after the  Effective  Time,  any  Certificates  presented to the
Exchange Agent (in its capacity as Exchange Agent) or Parent for


                                      -7-
<PAGE>

any reason shall be converted into the Merger  Consideration with respect to the
Shares formerly  represented  thereby,  any cash in lieu of fractional shares of
Parent  Common  Stock to which the  holders  thereof  are  entitled  pursuant to
Section  2.7 and any  dividends  or other  distributions  to which  the  holders
thereof are entitled  pursuant to Section 2.5 and the  Certificates so presented
shall be cancelled.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as set forth in the disclosure  schedule delivered by the Company to
Parent  prior  to the  execution  of this  Agreement  (the  "Company  Disclosure
Schedule"),  or in the amendments to certain sections of the Company  Disclosure
Schedule  permitted by Section 7.15 hereof,  the Company  hereby  represents and
warrants to each of Parent and Merger Sub as follows:

     SECTION 3.1 Organization and Qualification; Subsidiaries.

     (a) The  Company  and  each of its  Subsidiaries  is,  or will be as of the
Effective Time, a corporation or legal entity duly organized,  validly  existing
and in good  standing  under  the  applicable  Laws of the  jurisdiction  of its
incorporation  or organization and has all requisite  corporate,  partnership or
similar  power and  authority to own,  lease and operate its  properties  and to
carry on its businesses as now being conducted.

     (b) Except as listed in Section 3.1 of the Company Disclosure Schedule, the
Company does not own,  directly or indirectly,  beneficially  or of record,  any
shares of capital  stock or other  securities  of any other  entity or any other
investment in any other entity.

     (c) The  Company is, and each of its  Subsidiaries  is or will be as of the
Effective  Time,  duly qualified or licensed and in good standing to do business
in each  jurisdiction in which the property owned,  leased, or operated by it or
the nature of the business conducted by it makes such qualification or licensing
necessary,  except where the failure to be so duly  qualified or licensed and in
good  standing  is not  reasonably  expected  to  have,  individually  or in the
aggregate,  a Material Adverse Effect on the Company and its Subsidiaries  taken
as a whole.

     (d) The Company has  heretofore  delivered to Parent  accurate and complete
copies of the articles of incorporation  and bylaws,  as currently in effect, of
the  Company.  The Company  has  heretofore  delivered  to Parent  accurate  and
complete  copies of the charter or certificate of  incorporation  and bylaws (or
other similar  organizational and governing documents),  as currently in effect,
of each of its Subsidiaries.

     SECTION 3.2 Capitalization of the Company and Its Subsidiaries.

     (a) The authorized stock of the Company consists of: (i) 110,000,000 shares
of Company Common Stock, of which  25,661,122  shares are issued and outstanding
as of the  date  hereof  and  held by less  than  1,000  stockholders,  and (ii)
10,000,000  shares of  Preferred  Stock,  no par  value,  no shares of which are
issued  and  outstanding.  All of the issued and  outstanding  Shares  have been
validly issued, and are duly authorized,  fully paid, non-assessable and free of


                                      -8-
<PAGE>

preemptive  rights.  As of the date  hereof,  3,492,000  Shares are reserved for
issuance  and issuable  upon or otherwise  deliverable  in  connection  with the
exercise of outstanding  Company Stock Options issued  pursuant to the Company's
2002 Stock Plan.  Except as set forth  above or listed in Section  3.2(a) of the
Company Disclosure Schedule, as of the date hereof, there are no outstanding (i)
shares of stock or other voting  securities of the Company;  (ii)  securities of
the Company or any of its  Subsidiaries  convertible  into or  exchangeable  for
shares of stock or voting  securities  of the  Company;  (iii)  options or other
rights  to  acquire  from  the  Company  or  any  of  its  Subsidiaries,  and no
obligations  of the  Company  or any of its  Subsidiaries  to issue,  any stock,
voting securities,  or securities  convertible into or exchangeable for stock or
voting securities of the Company; or (iv) equity  equivalents,  interests in the
ownership or earnings of the Company,  or other similar rights  (including stock
appreciation  rights)  (collectively,   "Company  Securities").   There  are  no
outstanding obligations of the Company or any of its Subsidiaries to repurchase,
redeem or otherwise  acquire any Company  Securities.  There are no  stockholder
agreements,  voting trusts or other  agreements or  understandings  to which the
Company or any of its  Subsidiaries  is a party or to which it is bound relating
to the voting of any  shares of capital  stock of the  Company  (other  than the
Company Voting Agreement).

     (b)  Except  as  provided  in  Section  3.2(b)  of the  Company  Disclosure
Schedule,  all of the outstanding capital stock of the Company's Subsidiaries is
owned by the Company, directly or indirectly,  free and clear of any Lien or any
other limitation or restriction (including, any restriction on the right to vote
or sell the  same)  except  as may be  provided  as a matter  of Law.  Except as
provided in Section 3.2(b) of the Company Disclosure Schedule, there are no debt
or equity  securities  of the Company or its  Subsidiaries  convertible  into or
exchangeable  for, no options or other rights to acquire from the Company or its
Subsidiaries, and no other contract,  understanding,  arrangement, or obligation
(whether or not  contingent)  providing  for the  issuance or sale,  directly or
indirectly of, any capital stock or other  ownership  interests in, or any other
securities  of, any  Subsidiary  of the  Company.  Except as provided in Section
3.2(b) of the Company Disclosure Schedule,  there are no outstanding contractual
obligations  of the  Company  or its  Subsidiaries  to  repurchase,  redeem,  or
otherwise  acquire any  outstanding  shares of capital stock or other  ownership
interests in any Subsidiary of the Company.  None of the Company's  Subsidiaries
owns any capital stock of the Company.  For purposes of this  Agreement,  "Lien"
means,  in respect of any asset  (including  any security)  any mortgage,  lien,
pledge, charge, security interest, or encumbrance of any kind in respect of such
asset.

     SECTION 3.3 Authority Relative to This Agreement.

     (a) The Company has all necessary  corporate power and authority to execute
and deliver this  Agreement  and to  consummate  the  transactions  contemplated
hereby. No other corporate  proceedings on the part of the Company are necessary
to authorize  this  Agreement or to  consummate  the  transactions  contemplated
hereby and thereby (other than, in respect of the Merger and this Agreement, the
Company Requisite Vote (as hereinafter  defined)).  This Agreement has been duly
and validly  executed  and  delivered  by the Company and  constitutes  a valid,
legal, and binding agreement of the Company,  enforceable against the Company in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and similar Laws affecting
creditors' rights and remedies generally, and subject, as to enforceability,  to
general principles of equity, including principles of


                                      -9-
<PAGE>

commercial  reasonableness,  good faith and fair dealing  (regardless of whether
enforcement is sought in a proceeding at law or in equity).

     (b) As of the date  hereof,  the Board of  Directors  of the  Company  (the
"Company  Board") has duly and validly  authorized the execution and delivery of
this Agreement and approved the  consummation of the  transactions  contemplated
hereby and has resolved (i) this  Agreement  and the  transactions  contemplated
hereby,  including the Merger, taken together,  to be advisable and fair to, and
in the  best  interests  of,  the  Company  and its  stockholders;  and  (ii) to
recommend that the  stockholders of the Company approve and adopt this Agreement
and approve the Merger.  The Company Board has directed  that this  Agreement be
submitted to the  stockholders  of the Company for their  approval and adoption.
The affirmative approval of the holders of Shares representing a majority of the
votes that may be cast by the  holders of all  outstanding  Shares  (voting as a
single  class) as of the record date for the  Company  (the  "Company  Requisite
Vote")  is the only vote of the  holders  of any class or series of stock of the
Company  necessary to approve and adopt this  Agreement  and approve the Merger.
Holders of Shares have dissenters' rights in connection with the Merger.

     SECTION  3.4 SEC  Reports;  Financial  Statements.  Except as  provided  on
Section 3.4 of the Company  Disclosure  Schedule,  Since  February 1, 2002,  the
Company has filed all forms,  reports and documents  with the SEC required to be
filed by it under the Securities Act of 1933, as amended (the "Securities Act"),
and the Securities  Exchange Act of 1934, as amended (the "Exchange Act" and the
"Company SEC  Reports",  respectively),  each of which  complied in all material
respects with all applicable requirements of the Securities Act and the Exchange
Act, each as in effect on the dates such Company SEC Reports were filed. None of
the  Company SEC  Reports  contained,  when  filed,  any untrue  statement  of a
material  fact or  omitted  to state a material  fact  required  to be stated or
incorporated  by reference  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  except  to the  extent  amended  prior  to  the  date  hereof  by a
subsequently filed Company SEC Report. The consolidated  financial statements of
the Company  included  in the  Company  SEC  Reports  complied as to form in all
material  respects with  applicable  accounting  requirements  and the published
rules and  regulations of the SEC in respect  thereof and fairly  presented,  in
conformity with United States generally accepted  accounting  principles applied
on a consistent  basis during the periods  involved  ("GAAP")  (except as may be
indicated in the notes  thereto),  the  consolidated  financial  position of the
Company and its consolidated Subsidiaries,  in each case as of the dates thereof
and their  consolidated  results of operations and changes in financial position
for the  periods  then  ended  (subject,  in the case of the  unaudited  interim
financial  statements,  to the  absence  of  footnote  disclosure  and to normal
year-end adjustments).  For purposes of this Agreement,  "Company Balance Sheet"
means the consolidated balance sheet of the Company as of September 30, 2003, as
set forth in the Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended  September 30, 2003, and "Company  Balance Sheet Date" means September 30,
2003.  Since the Company Balance Sheet Date,  there has not been any change,  or
any  application  or  request  for  any  change,  by the  Company  or any of its
Subsidiaries  in  accounting  principles,  methods  or  policies  for  financial
accounting or Tax purposes,  other than as a result of any changes under GAAP or
other relevant  accounting  principles or changes required by any applicable Tax
rule or regulation.


                                      -10-
<PAGE>

     SECTION 3.5 No Undisclosed  Liabilities.  There are no material liabilities
of the  Company  or any of its  Subsidiaries  of any  kind  whatsoever,  whether
accrued, contingent, absolute, determined,  determinable or otherwise, which are
required to be reflected in its financial  statements  (or in the notes thereto)
in accordance with GAAP, other than: (a) liabilities disclosed,  provided for or
reserved  against in the  Company  Balance  Sheet or in the notes  thereto;  (b)
liabilities  arising in the  ordinary  course of business  after the date of the
Company  Balance  Sheet;  (c)  liabilities  disclosed in the Company SEC Reports
prior to the date hereof; (d) liabilities arising under this Agreement;  and (e)
liabilities disclosed in the Company Disclosure Schedule.

     SECTION 3.6 Absence of Changes. Except as contemplated by this Agreement or
as set forth in Section 3.6 of the Company Disclosure Schedule and except as and
to the extent publicly  disclosed in the Company's SEC Reports prior to the date
hereof,  since the Company Balance Sheet Date, the Company and its  Subsidiaries
have conducted  their business in the ordinary and usual course  consistent with
past practice and there has not been:

          (a) any event,  occurrence or  development  which had or is reasonably
     expected to have,  individually  or in the  aggregate,  a Material  Adverse
     Effect on the Company and its Subsidiaries taken as a whole;

          (b) any declaration, setting aside or payment of any dividend or other
     distribution  in respect of any shares of capital  stock of the  Company or
     (except to the Company or other  Subsidiaries)  any Subsidiary,  any split,
     combination  or  reclassification  of any  shares of  capital  stock of the
     Company  or  any  Subsidiary,  or  any  repurchase,   redemption  or  other
     acquisition  by the  Company or any of its  Subsidiaries  of any Company or
     Subsidiary securities;

          (c) any amendment or change to the  certificate  of  incorporation  or
     bylaws  of the  Company  or any  amendment  of any term of any  outstanding
     security of the Company or any of its  Subsidiaries  that would  materially
     increase the obligations of the Company or any such  Subsidiary  under such
     security;

          (d) (i) any  incurrence or assumption by the Company or any Subsidiary
     of any  indebtedness  for borrowed money other than under  existing  credit
     facilities  (or  any  renewals,  replacements  or  extensions  that  do not
     increase the aggregate  commitments  thereunder) except (A) in the ordinary
     and usual  course of  business  consistent  with  past  practice  or (B) as
     permitted  by Section  5.1, or (ii) any  guarantee,  endorsement,  or other
     incurrence or assumption of liability  (whether  directly,  contingently or
     otherwise) by the Company or any of its Subsidiaries for the obligations of
     any other Person  (other than any wholly owned  Subsidiary of the Company),
     other than in the  ordinary and usual  course of business  consistent  with
     past practice;

          (e)  any  creation  or  assumption  by  the  Company  or  any  of  its
     Subsidiaries of any Lien on any material asset of the Company or any of its
     Subsidiaries  other  than in the  ordinary  and usual  course  of  business
     consistent with past practice;


                                      -11-
<PAGE>

          (f) any  making of any loan,  advance or  capital  contribution  to or
     investment  in any Person by the Company or any of its  Subsidiaries  other
     than (i) as  permitted  by Section  5.1,  (ii)  loans,  advances or capital
     contributions  to or  investments  in  wholly  owned  Subsidiaries  of  the
     Company,  (iii) loans or advances to employees of the Company or any of its
     Subsidiaries  in the  ordinary  course  of  business  consistent  with past
     practice or (iv)  extensions of credit to customers in the ordinary  course
     of business consistent with past practice;

          (g) any  contract or  agreement  entered into by the Company or any of
     its  Subsidiaries  on or prior to the date hereof  relating to any material
     acquisition or disposition of any assets or business,  other than contracts
     or agreements in the ordinary and usual course of business  consistent with
     past practice and those contemplated by this Agreement;

          (h)  any   modification,   amendment,   assignment,   termination   or
     relinquishment  by the Company or any of its  Subsidiaries of any contract,
     license or other  right  (including  any  insurance  policy  naming it as a
     beneficiary or a loss payable payee) that is reasonably  expected to have a
     Material  Adverse  Effect on the  Company and its  Subsidiaries  taken as a
     whole;

          (i) any  material  change in any method of  accounting  or  accounting
     principles  or practice by the Company or any of its  Subsidiaries,  except
     for any such change required by reason of a change in GAAP;

          (j) any (i) grant of any severance or termination pay to any director,
     officer or employee of the Company or any of its Subsidiaries exceeding the
     amounts set forth in the Company's  severance plans or agreements listed in
     Sections 3.13(a) or 3.18 of the Company Disclosure Schedule;  (ii) entering
     into  of any  employment,  deferred  compensation,  severance,  consulting,
     termination  or  other  similar  agreement  (or any  amendment  to any such
     existing  agreement) with any director,  officer or employee of the Company
     or any of its Subsidiaries whose annual cash compensation  exceeds $80,000;
     (iii)  increase  in  benefits  payable  under  any  existing  severance  or
     termination  pay policies or  employment  agreements;  or (iv)  increase in
     compensation,  bonus or other  benefits  payable to directors,  officers or
     employees of the Company or any of its Subsidiaries other than, in the case
     of clause (iv) only,  increases  prior to the date hereof in  compensation,
     bonus or other benefits payable to directors,  officers or employees of the
     Company or any of its  Subsidiaries  in the  ordinary  and usual  course of
     business  consistent  with past practice or merit  increases in salaries of
     employees at regularly scheduled times in customary amounts consistent with
     past practices;

          (k) any change or amendment of the contracts, salaries, wages or other
     compensation  of any officer,  director,  employee,  agent or other similar
     representative of the Company or any of its Subsidiaries  whose annual cash
     compensation  exceeds  $80,000 other than changes or amendments that do not
     and will not result in  increases  of more than five percent in the salary,
     wages or other compensation of any such Person;


                                      -12-
<PAGE>

          (l) any adoption, entering into, amendment,  alteration or termination
     of  (partially  or  completely)  any Benefit  Plan or Employee  Arrangement
     except as  contemplated  by this  Agreement  or to the extent  required  by
     applicable Law or GAAP;

          (m) any  entering  into of any  contract  with an  officer,  director,
     employee,  agent or other similar  representative  of the Company or any of
     its  Subsidiaries  that  is  not  terminable,   without  penalty  or  other
     liability, upon not more than 60 calendar days' notice; or

          (n) any (i) making or revoking of any  material  election  relating to
     Taxes, (ii) settlement or compromise of any material claim,  action,  suit,
     litigation,  proceeding,  arbitration,  investigation, audit or controversy
     relating to Taxes,  or (iii)  change to any  material  methods of reporting
     income or deductions for federal income tax purposes.

     SECTION 3.7 Information Supplied. None of the information supplied or to be
supplied by the Company specifically for inclusion or incorporation by reference
in (i) the registration statement on Form S-4 to be filed with the SEC by Parent
in connection  with the issuance of Parent Common Stock as required by the terms
of this  Agreement  pursuant to the Merger (the  "S-4"),  at the time the S-4 is
filed with the SEC and at the time it  becomes  effective  under the  Securities
Act,  will contain any untrue  statement of a material fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading, and (ii) the joint proxy  statement/prospectus  relating
to the Company  Stockholder Meeting and Parent Stockholder Meeting to be held in
connection  with the Merger  (the "Joint  Proxy  Statement")  will,  at the date
mailed to stockholders and at the times of the Company  Stockholder  Meeting and
the Parent Stockholder Meeting,  contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made,  not  misleading.  If at any time prior to the Effective Time any
event in  respect of the  Company,  its  officers  and  directors  or any of its
Subsidiaries  should occur which is required to be described in an amendment of,
or a  supplement  to, the S-4 or the Joint Proxy  Statement,  the Company  shall
promptly  so  advise  Parent  and such  event  shall be so  described,  and such
amendment or  supplement  (which Parent shall have a reasonable  opportunity  to
review)  shall  be  promptly  filed  with  the  SEC  and,  as  required  by Law,
disseminated  to the  stockholders  of the Company.  The Joint Proxy  Statement,
insofar as it relates to the Company Stockholder Meeting, will comply as to form
in all material  respects with the  provisions of the Exchange Act and the rules
and regulations  thereunder.  No  representation  is made under this Section 3.7
with respect to any statements  made or  incorporated by reference in the S-4 or
the  Joint  Proxy  Statement  based  on  information   supplied  by  the  Parent
specifically for inclusion or incorporation by reference therein.

     SECTION  3.8  Consents  and   Approvals.   Except  for  filings,   permits,
authorizations,  consents  and  approvals  as may be required  under,  and other
applicable  requirements  of, the Securities  Act, state  securities or blue sky
Laws, the Hart-Scott-Rodino  Antitrust Improvements Act of 1976, as amended (the
"HSR Act") and any comparable  requirements of foreign Governmental Entities (as
defined  below),  the filing and acceptance for record of the Articles of Merger
as  required  by the  URBCA,  and such  other  filings,  permits,  consents  and
approvals


                                      -13-
<PAGE>

which,  if not obtained or made, are not reasonably  expected to have a Material
Adverse Effect on the Company and its  Subsidiaries  taken as a whole, no filing
with or notice to, and no permit,  authorization,  consent or  approval  of, any
court or tribunal or administrative,  governmental or regulatory body, agency or
authority,  whether domestic or foreign (a  "Governmental  Entity") is necessary
for  the  execution  and  delivery  by the  Company  of  this  Agreement  or the
consummation by the Company of the transactions contemplated hereby.

     SECTION 3.9 No Default.  Neither the Company nor any of its Subsidiaries is
in  violation  of any  term of (i)  its  charter,  certificate  or  articles  of
incorporation   or  bylaws  (or  other  similar   organizational   or  governing
documents),  (ii) any  agreement  or  instrument  related  to  indebtedness  for
borrowed  money or any other  agreement to which it is a party or by which it is
bound, or (iii) any domestic or foreign law, order,  writ,  injunction,  decree,
ordinance,  award,  stipulation,  statute,  judicial or administrative doctrine,
rule or regulation  entered by a Governmental  Entity ("Law")  applicable to the
Company,  its Subsidiaries or any of their respective assets or properties,  the
consequence of which violation is reasonably expected to (A) have,  individually
or in  the  aggregate,  a  Material  Adverse  Effect  on  the  Company  and  its
Subsidiaries taken as a whole or (B) prevent or materially delay the performance
of this  Agreement  by the  Company.  Except as  provided  in Section 3.9 of the
Company  Disclosure  Schedule,  the execution,  delivery and performance of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby and
thereby will not (A) result in any violation of or conflict  with,  constitute a
default under (with or without due notice or lapse of time or both), require any
consent,  waiver or notice under any term of, or result in the reduction or loss
of any  benefit  or the  creation  or  acceleration  of any right or  obligation
(including  any  termination  rights)  under,  (i) the charter,  certificate  or
articles  of  incorporation  or  bylaws  (or  other  similar  organizational  or
governing  documents)  of the  Company  or any of  its  Subsidiaries,  (ii)  any
material agreement,  note, bond, mortgage,  indenture,  contract, lease, Company
Permit  or  other  obligation  or  right  to  which  the  Company  or any of its
Subsidiaries  is a party or by which  any of the  assets  or  properties  of the
Company or any of its Subsidiaries is bound, or (iii) any applicable Law, except
in the  case  of  clause  (ii)  and  (iii)  where  any of the  foregoing  is not
reasonably  expected  to have,  individually  or in the  aggregate,  a  Material
Adverse  Effect on the Company  and its  Subsidiaries  taken as a whole,  or (B)
result in the creation of (or impose any obligation on the Company or any of its
Subsidiaries  to create) any Lien upon any of the material  assets or properties
of the Company or any of its Subsidiaries pursuant to any such term.

     SECTION 3.10 Real Property.

     (a) Except as  disclosed  in  Section  3.10(a)  of the  Company  Disclosure
Schedule,  no real  property  is  owned,  leased or used by the  Company  or its
current Subsidiaries in the course of their respective businesses.  The address,
general use of, and period of ownership or occupancy of all of the real property
owned in fee by the Company and its Subsidiaries (the "Company Owned Facilities"
and,  individually  referred to herein as a "Company Owned Facility") and all of
the real  property  the Company and its  Subsidiaries  use or occupy or have the
right to use or occupy, now or in the future,  pursuant to any lease,  sublease,
or other occupancy  agreement (the "Company Leased  Facilities" and individually
referred to herein as a "Company Leased Facility") are set forth in Section 3.10
of the Company Disclosure Schedule. No real property is


                                      -14-
<PAGE>

owned,  leased or used by the Company or its current  Subsidiaries in the course
of their  respective  businesses  other than the Company  Owned  Facilities  and
Company Leased Facilities.

     (b) With respect to each Company Owned  Facility and except as set forth on
the Company Balance Sheet, the Company  Disclosure  Schedule,  or in the Company
SEC Reports:

          (i) the Company or its  Subsidiary  has good and  marketable  title to
     Company Owned Facilities free and clear of all Liens,  except (x) Taxes and
     general and special  assessments not in default and payable without penalty
     and interest, and (y) Liens, easements, covenants and other restrictions or
     imperfections  of title  that do not  materially  impair the  current  use,
     occupancy,  or value in excess of any indebtedness secured by such Lien, or
     the marketability of title of such Company Owned Facilities;

          (ii) to the  Company's  Knowledge,  there are no pending or threatened
     condemnation  proceedings,  lawsuits or administrative  actions relating to
     any  Company  Owned  Facility or other  matters  affecting  materially  and
     adversely the current use, occupancy or value thereof;

          (iii) there are no leases, subleases,  licenses,  concessions or other
     agreements,  written or oral,  granting to any party or parties (other than
     wholly-owned  Subsidiaries of the Company) the right of use or occupancy of
     any portion of any Company Owned Facility that materially  adversely affect
     the Company's use of the property;

          (iv) there are no  outstanding  options or rights of first  refusal to
     purchase any Company  Owned  Facility,  or any portion  thereof or interest
     therein;

          (v) there are no parties (other than the Company or its  Subsidiaries)
     in possession of any Company Owned  Facility,  other than tenants under any
     leases to be  provided  to Parent who are in  possession  of space to which
     they are entitled; and

          (vi) all facilities  located on Company Owned  Facilities are now, and
     will be at the time of Closing, in good operating condition and repair, and
     structurally sound and free of known defects,  with no material alterations
     or repairs  required  thereto (other than ordinary and routine  maintenance
     and repairs) under  applicable Laws,  Company Permits or insurance  company
     requirements. To the Company's Knowledge, all such Company Owned Facilities
     have been operated and  maintained  in all material  respects in accordance
     with applicable Laws and Company Permits. All such Company Owned Facilities
     are supplied with utilities and other services, including gas, electricity,
     water, telephone, sanitary sewer and storm sewer, all of which services are
     adequate for the uses to which such Company Owned Facility is being put and
     are provided via public roads or via  permanent,  irrevocable,  appurtenant
     easements benefiting the parcel of real property.


                                      -15-
<PAGE>

     (c) With respect to each Company Leased Facility:

          (i) the Company  will make  available to Parent a true,  correct,  and
     complete copy of the lease,  sublease or other occupancy agreement for such
     Company Leased Facility (and all modifications, amendments, and supplements
     thereto and all side letters to which Company or any of its Subsidiaries is
     a party  affecting  the  obligations  of any party  thereunder)  (each such
     agreement is referred to herein as a "Company Real Property Lease");

          (ii) to the Company's  Knowledge,  the Company or its Subsidiary has a
     good and valid leasehold  interest in such Company Leased Facility free and
     clear of all Liens,  except (x) Taxes and general  and special  assessments
     not in default and payable without penalty and interest, and (y) easements,
     covenants and other  restrictions that do not materially impair the current
     use,  occupancy  or value,  or the  marketability  of the  Company's or its
     Subsidiary's interest in such real property;

          (iii) to the Company's  Knowledge,  each Company Real  Property  Lease
     constitutes  the  valid  and  legally  binding  obligation  of the  parties
     thereto, enforceable in accordance with its terms, and is in full force and
     effect;

          (iv) all rent and other sums and charges payable by the Company or its
     Subsidiary  as tenant under the Company Real  Property  Lease  covering the
     Company Leased Facility are current,  no termination  event or condition or
     uncured  default on the part of the tenant or, to the Company's  Knowledge,
     the  landlord,  exists under any Company Real Property  Lease.  No party to
     such Company Real Property Lease has given written notice to the Company or
     its  Subsidiary  or made a claim in  writing  against  the  Company  or its
     Subsidiary in respect of any breach or default thereunder; and

          (v) neither the Company nor its Subsidiary has assigned,  transferred,
     conveyed,  mortgaged,  deeded in trust or encumbered its leasehold interest
     in the Company Leased Facility.

     SECTION 3.11 Litigation. Except as disclosed in Section 3.11 of the Company
Disclosure Schedule,  there is no other suit, claim,  action,  proceeding or, to
the Company's Knowledge, investigation,  pending or, to the Company's Knowledge,
threatened  which  is  reasonably  expected  to  have,  individually  and in the
aggregate,  a Material Adverse Effect on the Company and its Subsidiaries  taken
as a whole.  Except as  disclosed  in  Section  3.11 of the  Company  Disclosure
Schedule or the Company SEC Reports,  none of the Company or its Subsidiaries is
subject to any outstanding order, writ, injunction or decree which is reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect on
the Company and its Subsidiaries  taken as a whole. To the Company's  Knowledge,
there is no action,  suit,  proceeding  or  investigation  pending or threatened
against  any  current  or former  officer,  director,  employee  or agent of the
Company or any of its Subsidiaries which is reasonably  expected to give rise to
a claim for  contribution or  indemnification  against the Company or any of its
Subsidiaries.  Notwithstanding  the  foregoing,  any  shareholder  litigation or
litigation  by any  Governmental  Entity,  in each case  brought  or  threatened
against the Company or any officer,


                                      -16-
<PAGE>

director,  employee or agent of the Company in any respect of this  Agreement or
the  transactions  contemplated  hereby,  shall not be deemed to have a Material
Adverse Effect on the Company and its Subsidiaries taken as a whole.

     SECTION 3.12 Compliance with Applicable Law;  Permits.  The Company and its
Subsidiaries hold all permits,  licenses,  variances,  exemptions,  orders,  and
approvals of all Governmental Entities necessary for the lawful conduct of their
respective businesses (the "Company Permits"),  except for failures to hold such
permits,  licenses,  variances,  exemptions,  orders and approvals which are not
reasonably  expected  to have,  individually  or in the  aggregate,  a  Material
Adverse Effect on the Company and its Subsidiaries taken as a whole. The Company
and its  Subsidiaries  are in compliance with the terms of the Company  Permits,
except  where  the  failure  to  comply  is not  reasonably  expected  to  have,
individually or in the aggregate,  a Material  Adverse Effect on the Company and
its Subsidiaries  taken as a whole. The businesses and operations of the Company
and its  Subsidiaries  comply in all respects  with all Laws  applicable  to the
Company  or its  Subsidiaries,  except  where  the  failure  to so comply is not
reasonably  expected  to have,  individually  or in the  aggregate,  a  Material
Adverse Effect on the Company and its Subsidiaries taken as a whole.

     SECTION 3.13 Employee Plans

     (a) Section 3.13(a) of the Company  Disclosure  Schedule sets forth a true,
correct, and complete list of:

          (i) all material  "employee benefit plans," as defined in Section 3(3)
     of the  Employee  Retirement  Income  Security  Act  of  1974,  as  amended
     ("ERISA"),  under  which the  Company  or any of its  Subsidiaries  has any
     obligation  or  liability,  contingent  or  otherwise,  including,  but not
     limited to, (i) all  severance  plans or  arrangements  other than any such
     plan or arrangement  (x) under which  severance  benefits do not exceed two
     weeks'  salary  for each year of  employment  or, in the case of  employees
     whose annual cash  compensation  exceeds $80,000,  three months' salary, or
     (y) which is legally  mandated by  applicable  non-U.S.  law;  and (ii) all
     supplemental or U.S.  non-qualified  retirement plans or arrangements which
     provide  benefits to any employee  whose annual cash  compensation  exceeds
     $80,000 or  benefits in excess of $5,000 for each year of  employment  (the
     "Benefit Plans"); and

          (ii) all employment, consulting,  termination, severance or individual
     compensation  agreements (other than any such agreement which is terminable
     within 90 days without liability or at any time without liability exceeding
     two weeks' salary for each year of employment  or, in the case of employees
     whose annual cash compensation exceeds $80,000, three months' salary, or is
     legally  mandated by  applicable  non-U.S.  law);  all stock  award,  stock
     option,  stock purchase or other  equity-based  (including phantom stock or
     stock  appreciation  rights) plans or  arrangements;  all material bonus or
     other  incentive  compensation  plans  or  agreements  (including,  but not
     limited  to, any such plan or  agreement  covering  any officer or employee
     whose  annual cash  compensation  exceeds  $80,000);  all  material  salary
     continuation or deferred compensation plans or agreements  (including,  but
     not limited to, any such plan or agreement covering any


                                      -17-
<PAGE>

     current or former  officer  or  employee  whose  annual  cash  compensation
     exceeds  $80,000;  in each  case,  as to which  the  Company  or any of its
     Subsidiaries has any obligation or liability (contingent or otherwise) (the
     "Employee Arrangements").

     (b) A complete and correct copy of each Employee Arrangement, including the
forms of stock option grant  agreements  generally used to make grants under the
Company  Option Plans,  has been provided to Parent.  In respect of each Benefit
Plan,  a  complete  and  correct  copy of each of the  following  documents  (if
applicable)  has been  provided to Parent:  (i) the most recent plan and related
trust documents,  and all amendments thereto;  (ii) the most recent summary plan
description,  and all related summaries of material modifications thereto; (iii)
the most recent Form 5500 (including,  schedules and attachments); (iv) the most
recent Internal Revenue Service ("IRS")  determination  letter; and (v) the most
recent  actuarial  reports  (including  for  purposes  of  Financial  Accounting
Standards Board report nos. 87, 106 and 112).

     (c) Except as  disclosed  in  Section  3.13(c)  of the  Company  Disclosure
Schedule, none of the Benefit Plans or Employee Arrangements is subject to Title
IV  of  ERISA,   constitutes  a  defined   benefit   retirement  plan  or  is  a
multi-employer plan described in Section 3(37) of ERISA, and the Company and its
Subsidiaries  do not have any material  obligation or liability  (contingent  or
otherwise) in respect of any such plans.  The Company and its  Subsidiaries  are
not members of a group of trades or  businesses  (other than that  consisting of
the Company and its  Subsidiaries)  under common  control or treated as a single
employer pursuant to Section 414 of the Code.

     (d) The Benefit  Plans and their related  trusts  intended to qualify under
Sections  401 and 501(a) of the Code,  respectively,  have  received a favorable
determination  letter  from the IRS and the Company  has no  Knowledge  that any
event has  occurred  since the date of such  letter  that could cause the IRS to
revoke such  determination.  Any voluntary  employee benefit  association  which
provides  benefits  to  current  or  former  employees  of the  Company  and its
Subsidiaries,  or their  beneficiaries,  is and has been qualified under Section
501(c)(9) of the Code.

     (e) In all material respects,  all contributions or other payments required
to have been made by the  Company and its  Subsidiaries  to or under any Benefit
Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan
or Employee Arrangement (or any agreement relating thereto) have been timely and
properly made or have been accrued in the Company's financial statements.

     (f) The Benefit Plans and Employee  Arrangements  have been  maintained and
administered  in  accordance  with  their  terms  and  applicable  Laws  and  no
individual who has performed services for the Company or any of its Subsidiaries
has been improperly  excluded from participation in any Benefit Plan or Employee
Arrangement, except where the failure to so maintain and administer such Benefit
Plans or the exclusion of any such  individuals  is not  reasonably  expected to
have, individually or in the aggregate, a Material Adverse Effect on the Company
and its Subsidiaries taken as a whole.

     (g)  There  are no  pending  or,  to the  Company's  Knowledge,  threatened
actions,  claims,  or  proceedings  against or relating  to any Benefit  Plan or
Employee Arrangement (other


                                      -18-
<PAGE>

than routine benefit claims by Persons claiming  benefits  thereunder),  and, to
the Knowledge of the Company,  there are no facts or  circumstances  which could
form a  reasonable  basis for any of the  foregoing,  except  for such  actions,
claims or proceedings which are not reasonably expected to have, individually or
in the aggregate,  a Material Adverse Effect on the Company and its Subsidiaries
taken as a whole.

     (h) The Company and its Subsidiaries do not have any material obligation or
liability (contingent or otherwise) to provide post-retirement life insurance or
health benefits coverage for current or former officers, directors, or employees
of the Company or any of its  Subsidiaries  except (i) as may be required  under
Part 6 of  Title I of  ERISA  at the  sole  expense  of the  participant  or the
participant's  beneficiary,  (ii) a medical expense  reimbursement  account plan
pursuant  to  Section  125 of the Code,  (iii) as may be  required  by a foreign
jurisdiction,  or (iv) through the last day of the  calendar  month in which the
participant  terminates  employment  with the Company or any  Subsidiary  of the
Company.

     (i)  Except as set  forth in  Section  3.13(i)  of the  Company  Disclosure
Schedule,  none of the assets of any Benefit Plan is stock of the Company or any
of its affiliates,  or property leased to or jointly owned by the Company or any
of its affiliates.

     (j) Except as  disclosed  in  Section  3.13(j)  of the  Company  Disclosure
Schedule or in connection  with equity  compensation,  neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will (i) result in any payment  becoming  due to any  employee  (current,
former, or retired) of the Company or any of its Subsidiaries, (ii) increase any
benefits  under any Benefit  Plan or Employee  Arrangement  (determined  without
regard to the "materiality"  limits set forth in the definitions of such terms),
or (iii) result in the  acceleration  of the time of payment of,  vesting of, or
other rights in respect of any such benefits.

     (k) Except as  disclosed  in  Section  3.13(k)  of the  Company  Disclosure
Schedule,  each of the Benefit Plans  covering  employees  outside of the United
States is funded in all  material  respects  through  adequate  reserves  on the
financial  statements of the Company or its Subsidiaries,  insurance  contracts,
annuity  contracts,  trust  funds or  similar  arrangements.  The  benefits  and
compensation  under  the  Benefit  Plans  and  Employee   Arrangements  covering
employees outside of the United States are no more than customary and reasonable
for the  country  in which such  employees  work and the  industry  in which the
Company and its Subsidiaries conduct their business.

     (l) The  aggregate  number of shares of Company  Common  Stock  purchasable
under all  outstanding  purchase  rights under the Company Option Plans does not
exceed the maximum number of shares remaining  available for issuance under such
plan.

     SECTION 3.14 Labor Matters.

     (a) The  Company  and its  Subsidiaries  are not  parties  to any  labor or
collective bargaining  agreement,  and no employees of the Company or any of its
Subsidiaries   are  represented  by  any  labor   organization.   There  are  no
representation or certification proceedings,


                                      -19-
<PAGE>

or petitions seeking a representation  proceeding,  pending or, to the Company's
Knowledge,  threatened in writing to be brought or filed with the National Labor
Relations Board or any other labor relations  tribunal or authority.  Within the
last twelve months,  to the Company's  Knowledge,  there have been no organizing
activities  involving the Company or any of its  Subsidiaries  in respect of any
group of employees of the Company or any of its Subsidiaries.

     (b) There are no strikes,  work stoppages,  slowdowns,  lockouts,  material
arbitrations or material  grievances or other material labor disputes pending or
threatened  in  writing   against  or  involving  the  Company  or  any  of  its
Subsidiaries.  There  are  no  unfair  labor  practice  charges,  grievances  or
complaints pending or, to the Company's  Knowledge,  threatened in writing by or
on behalf of any  employee  or group of  employees  of the Company or any of its
Subsidiaries which, if individually or collectively resolved against the Company
or any of its  Subsidiaries,  would  reasonably  be  expected to have a Material
Adverse Effect on the Company and its Subsidiaries taken as a whole.

     (c) There are no  complaints,  charges or claims against the Company or any
of its  Subsidiaries  pending or, to the Company's  Knowledge,  threatened to be
brought or filed with any  Governmental  Entity or arbitrator  based on, arising
out  of,  in  connection  with,  or  otherwise  relating  to the  employment  or
termination  of  employment  of  any  individual  by the  Company  or any of its
Subsidiaries which, if individually or collectively resolved against the Company
or any of its  Subsidiaries,  would  reasonably  be  expected to have a Material
Adverse Effect on the Company and its Subsidiaries taken as a whole, and, to the
Knowledge of the Company, there are no facts or circumstances which could form a
reasonable basis for any of the foregoing.

     (d) There has been no "mass  layoff" or "plant  closing"  as defined by the
Worker  Adjustment  and Retraining  Notification  Act, as amended  ("WARN"),  in
respect of the Company or any of its Subsidiaries within the six months prior to
the Effective Time.

     (e)  All  employees  of  the  Company  and  its  Subsidiaries  possess  all
applicable  passports,  visas, permits and other authorizations  required by all
applicable immigration or similar Laws to be employed by and to perform services
for and on behalf of the Company and its Subsidiaries,  except where the failure
to possess such passports,  visas,  permits or other  authorizations  would not,
individually  or in the aggregate,  reasonably be expected to materially  affect
the conduct of business by the Company or its Subsidiaries.  The Company and its
Subsidiaries,  and their employees,  have complied in all material respects with
all applicable immigration and similar Laws.

     SECTION 3.15 Environmental Matters.

     (a) For purposes of this Agreement:

          (i)  "Environmental  Law" means all federal,  state,  local or foreign
     Law, or other  legal  requirement  regulating  or  prohibiting  Releases of
     Hazardous Materials into the indoor or outdoor  environment,  or pertaining
     to the  protection of natural  resources or wildlife,  the  environment  or
     public and  employee  health and safety or  pollution  or the  exposure  to
     Hazardous  Materials,  including,  but not  limited  to, the


                                      -20-
<PAGE>

     Comprehensive  Environmental  Response,  Compensation,  and  Liability  Act
     ("CERCLA")  (42  U.S.C.  Section  9601 et seq.),  the  Hazardous  Materials
     Transportation  Act  (49  U.S.C.   Section  1801  et  seq.),  the  Resource
     Conservation  and Recovery Act (42 U.S.C.  Section 6901 et seq.), the Clean
     Water Act (33 U.S.C.  Section  1251 et seq.),  the Clean Air Act (42 U.S.C.
     Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C.  Section
     7401 et seq.), the Atomic Energy Act (42 U.S.C.  Section 2014 et seq.), the
     Federal Insecticide,  Fungicide,  and Rodenticide Act (7 U.S.C. Section 136
     et seq.), the Communications  Act (47 U.S.C.  Section 151 et seq.), and the
     Occupational  Safety  and  Health  Act  (29  U.S.C.  Section  651 et  seq.)
     ("OSHA"),  as such laws or other  legal  requirements  have been and may be
     amended or supplemented through the Closing Date;

          (ii) "Hazardous Material" means any substance, material or waste which
     is regulated  pursuant to any applicable  Environmental Law as a "hazardous
     waste," "hazardous material," "hazardous  substance,"  "extremely hazardous
     waste," "restricted hazardous waste,"  "contaminant," "toxic waste," "toxic
     substance,"  "source  material,"  "special  nuclear  material,"  "byproduct
     material,"  "high-level  radioactive waste," "low-level radioactive waste,"
     "spent  nuclear  material" or "radio  frequency"  and  includes  petroleum,
     petroleum products and petroleum by-products and waste;

          (iii) "Release" means any release, spill, emission,  leaking, pumping,
     dumping, injection,  deposit, disposal,  discharge,  dispersal, leaching or
     migration  into the  indoor or outdoor  environment,  or into or out of any
     property currently or formerly owned,  operated or leased by the applicable
     party or its Subsidiaries; and

          (iv)  "Remedial  Action"  means all  actions,  including  any  capital
     expenditures,  required by a Governmental Entity or required under or taken
     pursuant to any Environmental  Law, or voluntarily  undertaken to (A) clean
     up,  remove,  treat,  remediate or address any  Hazardous  Materials in the
     indoor  or  outdoor  environment;  (B)  prevent  the  Release  or threat of
     Release,  or minimize the further  Release of any Hazardous  Material so it
     does not endanger or threaten to endanger the public or employee  health or
     welfare or the  indoor or outdoor  environment;  (C)  perform  pre-remedial
     studies and investigations or post-remedial  monitoring and care pertaining
     or relating to a Release.

     (b) Except as set forth in Section 3.15 of the Company Disclosure Schedule:

          (i) The operations of the Company and its Subsidiaries are in material
     compliance with all Environmental Laws, and the Company is not aware of any
     facts,  circumstances  or conditions  which,  without  significant  capital
     expenditures, would prevent material compliance in the future;

          (ii) To the Company's Knowledge, the Company and its Subsidiaries have
     obtained all Company Permits,  required under applicable Environmental Laws
     for the continued  operations of their respective  businesses;  the Company
     and its Subsidiaries  have made all material  filings,  reports and notices
     required under any  Environmental Law for the past and future operations of
     their respective businesses;


                                      -21-
<PAGE>

          (iii)  The  Company  and  its  Subsidiaries  are  not  subject  to any
     outstanding  written  orders or material  contracts or agreements  with any
     Governmental  Entity or other Person respecting (A) Environmental Laws, (B)
     any Remedial Action,  (C) any Release or threatened  Release of a Hazardous
     Material,  or (D) an assumption of responsibility for environmental  claims
     of another Person or entity;

          (iv) The Company and its  Subsidiaries  have not  received any written
     communication  alleging,  in  respect  of  any  such  party,  the  material
     violation of or liability (real or potential) under any Environmental  Law;
     or requesting,  with respect to any such party, information with respect to
     an investigation  pursuant to CERCLA,  or any foreign or state  counterpart
     thereto, or any other Environmental Law;

          (v) To the  Company's  Knowledge,  neither  the Company nor any of its
     Subsidiaries has any material  contingent  liability in connection with any
     Remedial Action or the Release of any Hazardous  Material  (whether on-site
     or off-site) or employee or third party exposure to Hazardous Materials;

          (vi) The current operations of the Company and its Subsidiaries do not
     involve the generation,  transportation,  treatment, storage or disposal of
     Hazardous Materials. To the Company's Knowledge, there has been no disposal
     by the Company or its Subsidiaries of any Hazardous  Materials on or in any
     site listed or formally  proposed to be listed on the  National  Priorities
     List  promulgated  pursuant  to CERCLA  or any  foreign  or state  remedial
     priority list promulgated or maintained  pursuant to comparable  foreign or
     state law;

          (vii) To the Company's Knowledge,  there is not now nor has there been
     in the past,  on,  in or at any  Company  Owned  Facility,  Company  Leased
     Facility,  Former  Company  Facility  (defined as all of the real  property
     formerly owned,  leased or used, other than those used solely for office or
     administrative  purposes,  by the  Company or any of its  current or former
     Subsidiaries  or  corporate  predecessors  in  interest  at any time in the
     past), or any other facility for which the Company or its  Subsidiaries has
     assumed responsibility for environmental claims, any of the following:  (A)
     any   underground   storage  tanks;   (B)   landfills,   dumps  or  surface
     impoundments;  (C) any planned,  ongoing or completed  Remedial Action; (D)
     any asbestos-containing materials; or (E) any polychlorinated biphenyls;

          (viii) There is not now,  nor to the  Company's  Knowledge,  has there
     been in the past, on, in or at any Company Owned  Facility,  Company Leased
     Facility,  Former  Company  Facility,  or any other  facility for which the
     Company or its Subsidiaries has assumed  responsibility  for  environmental
     claims, any site on or nominated for the National Priority List promulgated
     pursuant  to  CERCLA  or  any  foreign  or  state  remedial  priority  list
     promulgated or published  pursuant to any comparable  foreign or state law;
     and

          (ix) No judicial or administrative  proceedings are pending or, to the
     Company's  Knowledge,  threatened  against the Company or its  Subsidiaries
     alleging the


                                      -22-
<PAGE>

     material  violation of or seeking to impose material  liability pursuant to
     any  Environmental  Law  and,  to the  Company's  Knowledge,  there  are no
     investigations  pending or  threatened  against  the  Company or any of its
     Subsidiaries under Environmental Laws.

     (c) The  Company  will  make  available  to Parent  copies of all  material
environmentally related assessments, audits, investigations,  or similar reports
(and, upon reasonable  specific request,  sampling reports) in its possession or
control and which were  prepared in the last five years  (and,  upon  reasonable
specific  request,   earlier  information)   relating  to  the  Company  or  its
Subsidiaries  or any real  property  currently  or formerly  owned,  operated or
leased by or for the Company or its  Subsidiaries,  including  any Company Owned
Facility, Company Leased Facility, or Former Company Facility.

     SECTION 3.16 Tax Matters.

     (a) Each of the Company and its  Subsidiaries  has timely filed (or has had
timely filed) all Tax Returns required to be filed by it (or on its behalf). All
such Tax Returns are complete and correct in all material respects.  The Company
and its Subsidiaries have paid all Taxes due for the periods covered by such Tax
Returns. The most recent Company SEC Reports reflect an adequate reserve for all
Taxes payable by the Company and its  Subsidiaries  for all Taxable  periods and
portions  thereof through the date of such Company SEC Reports.  The Company has
previously  delivered (or will deliver  prior to the  Effective  Date) to Parent
copies of (i) all federal,  state,  local and foreign  income and  franchise Tax
Returns  filed by the  Company  and its  Subsidiaries  relating  to any  taxable
periods of the Company or any of its Subsidiaries  that remains subject to audit
under  applicable  statutes of  limitations;  and (ii) any audit  report  issued
within  the  last  three  years  (or  otherwise  in  respect  of  any  audit  or
investigation  in  progress)  relating  to Taxes due from or in  respect  of the
Company or its Subsidiaries.

     (b) No material deficiencies for any Taxes have been proposed, asserted, or
assessed against the Company or its  Subsidiaries  that have not been fully paid
or  adequately  provided  for in the  appropriate  financial  statements  of the
Company,  no requests  for waivers of the time to assess any Taxes are  pending,
and no power of attorney in respect of any Taxes has been executed or filed with
any taxing  authority.  No material issues relating to Taxes have been raised by
the relevant taxing authority during any presently pending audit or examination.
All income and  franchise  Tax Returns  filed by or on behalf of the Company and
its  Subsidiaries  for the taxable years ended on or prior to September 30, 2000
have  been  reviewed  by  the  relevant  taxing  authority  or  the  statute  of
limitations with respect to such Tax Returns has expired.

     (c) No  material  Liens  for  Taxes  exist  in  respect  of any  assets  or
properties of the Company or its  Subsidiaries,  except for statutory  Liens for
Taxes not yet due.

     (d) Neither the  Company  nor any of its  Subsidiaries  is a party to or is
bound  by any Tax  sharing  agreement,  Tax  indemnity  obligation,  or  similar
agreement, arrangement, or practice in respect of Taxes (whether or not written)
(including any advance pricing agreement,  closing agreement, or other agreement
relating to Taxes with any taxing authority).


                                      -23-
<PAGE>

     (e) Neither the  Company  nor any of its  Subsidiaries  (i) has ever been a
member of an affiliated  group within the meaning of Section 1504(a) of the Code
(or any similar or analogous  group defined under a similar or analogous  state,
local or foreign Law) other than an affiliated  group the common parent of which
is the Company,  or (ii) has any liability  under  Treasury  Regulation  Section
1.1502-6  (or any  predecessor  or  successor  thereof or  analogous  or similar
provision under state,  local or foreign Law), as a transferee or successor,  by
contract or otherwise for Taxes of any affiliated  group of which the Company is
not the common parent.

     (f)  To  the  Company's  Knowledge,  neither  the  Company  nor  any of its
Subsidiaries  has taken or agreed to take any  action  that  would  prevent  the
Merger from  constituting a  reorganization  qualifying  under the provisions of
Section 368(a) of the Code.

     (g)  Except as set  forth in  Section  3.16(g)  of the  Company  Disclosure
Schedule, there are no employment, severance, or termination agreements or other
compensation  arrangements  currently in effect which provide for the payment of
any amount  (whether in cash or property or the vesting of property) as a result
of any of the transactions  contemplated by this Agreement that  individually or
collectively  (either  alone  or  upon  the  occurrence  of  any  additional  or
subsequent event), could give rise to a payment which is nondeductible by reason
of Section 280G of the Code.

     (h) The Company and its Subsidiaries have complied in all material respects
with all Laws  applicable to the payment and  withholding of Taxes and have duly
and timely withheld from employee  salaries,  wages and other  compensation  and
have paid over to the appropriate taxing authority all amounts required to be so
withheld and paid over for all periods under all applicable Laws.

     (i) No federal,  state,  local,  or foreign audits or other  administrative
proceedings or court  proceedings are presently  pending in respect of any Taxes
or Tax  Returns of the Company or its  Subsidiaries  and neither the Company nor
its  Subsidiaries  have  received  a  written  notice  of any  pending  audit or
proceeding.

     (j)  Except as set  forth in  Section  3.16(i)  of the  Company  Disclosure
Schedule,  neither the Company nor any of its  Subsidiaries  has agreed to or is
required to make any adjustment  under Section 481(a) of the Code or any similar
provision  of state,  local or foreign  Law by reason of a change in  accounting
method  initiated by the Company or its Subsidiaries or has any Knowledge that a
taxing  authority  has  proposed  any such  adjustment  or change in  accounting
method,  or has any  application  pending with any taxing  authority  requesting
permission for any changes in accounting  methods that relate to the business or
operations of the Company or its Subsidiaries.

     (k)  Except as set  forth in  Section  3.16(k)  of the  Company  Disclosure
Schedule,  neither  the Company  nor any of its  Subsidiaries  is a party to any
contract,  agreement,  or other arrangement which could result in the payment of
amounts  that could be  nondeductible  by reason of Section  162(m) of the Code,
provided that no representation or warranty is made as to  performance-based  or
equity-based compensation.


                                      -24-
<PAGE>

     (l)  Neither  the  Company nor any of its  Subsidiaries  has  received  any
private  letter  rulings  from the IRS or  comparable  rulings from other taxing
authorities.

     (m) Neither the Company nor any of its Subsidiaries has constituted  either
a "distributing  corporation" or a "controlled  corporation" (within the meaning
of Section  355(a)(1)(A) of the Code) in a distribution of stock  qualifying for
tax-free  treatment  under Section 355 of the Code (i) in the two years prior to
the date of this  Agreement  or (ii) in a  distribution  which  could  otherwise
constitute  part of a "plan" or  "series of related  transactions"  (within  the
meaning of Section 355(e) of the Code) in conjunction with the Merger.

     (n)  Neither the  Company  nor any of its  Subsidiaries  (i) engaged in any
"intercompany  transactions"  in respect of which gain was and  continues  to be
deferred pursuant to Treasury Regulation Section 1.1502-13 or any predecessor or
successor  thereof or  analogous  or similar  provision  under  state,  local or
foreign Law; or (ii) has "excess  loss  accounts" in respect of the stock of any
Subsidiary pursuant to Treasury Regulation Section 1.1502-19, or any predecessor
or successor  thereof or analogous or similar  provision  under state,  local or
foreign Law.

     For purposes of this Agreement,  "Tax" or "Taxes" means all federal, state,
local or foreign Taxes, charges, fees, imposts,  duties, levies, gaming or other
assessments,  including, all net income, gross receipts, capital, sales, use, ad
valorem, value added, transfer,  franchise,  profits, inventory,  capital stock,
license,  withholding,   payroll,  employment,  social  security,  unemployment,
excise,  severance,  stamp,  occupation,  property, and estimated Taxes, customs
duties, fees, assessments and charges of any kind whatsoever,  together with any
interest  and any  penalties,  fines,  additions  to Tax or  additional  amounts
imposed by any taxing  authority  (domestic  or foreign)  and shall  include any
transferee  liability  in respect of Taxes,  any  liability  in respect of Taxes
imposed by  contract,  Tax sharing  agreement,  Tax  indemnity  agreement or any
similar   agreement.   "Tax  Returns"  means  any  report,   return,   document,
declaration,  or any other  information or filing required to be supplied to any
taxing  authority  or  jurisdiction  (domestic  or foreign) in respect of Taxes,
including  information  returns,  any  document  in respect  of or  accompanying
payments or estimated  Taxes, or in respect of or accompanying  requests for the
extension  of  time  in  which  to  file  any  such  report,   return  document,
declaration, or other information,  including amendments thereof and attachments
thereto.

     SECTION 3.17 Absence of Questionable  Payments. To the Company's Knowledge,
neither the  Company  nor any of its  Subsidiaries  nor any  director,  officer,
agent,  employee or other  Person  acting on behalf of the Company or any of its
Subsidiaries,  has used any corporate or other funds for unlawful contributions,
payments, gifts or entertainment,  or made any unlawful expenditures relating to
political  activity  to  government   officials  or  others  or  established  or
maintained any unlawful or unrecorded  funds in violation of the Foreign Corrupt
Practices Act of 1977, as amended,  or any other domestic or foreign Law. To the
Company's  Knowledge,  neither the Company nor any of its  Subsidiaries  nor any
director,  officer,  agent,  employee  or other  Person  acting on behalf of the
Company  or any of its  Subsidiaries  has  accepted  or  received  any  unlawful
contributions, payments, gifts or expenditures.


                                      -25-
<PAGE>

     SECTION 3.18 Material Contracts.

     (a) Set forth in Section 3.18(a) of the Company Disclosure  Schedule and/or
the Company's SEC Filings,  is a list of all contracts and  agreements  (and all
amendments,  modifications and supplements thereto and all side letters to which
the Company or any of its  Subsidiaries  is a party affecting the obligations of
any party thereunder) to which the Company or any of its Subsidiaries is a party
or by which any of its assets or  properties  are bound that are material to the
business,  assets or properties of the Company and its  Subsidiaries  taken as a
whole, including, to the extent any of the following are, individually or in the
aggregate, material to the business, assets or properties of the Company and its
Subsidiaries taken as a whole, all: (i) employment, severance, product design or
development,  personal services, consulting,  non-competition or indemnification
contracts  (including,  any  contract  to  which  the  Company  or  any  of  its
Subsidiaries  is a party  involving  employees of the  Company),  but  excluding
normal  indemnification   provisions  under  license  or  sale  contracts;  (ii)
licensing,  merchandising  or distribution  agreements  involving the payment of
more than $50,000 per year; (iii) contracts granting a right of first refusal or
first  negotiation  involving in excess of $50,000;  (iv)  partnership  or joint
venture  agreements;  (v)  agreements  for the  acquisition,  sale or  lease  of
material  assets or  properties  of the Company (by merger,  purchase or sale of
assets or stock or  otherwise)  entered  into  since  December  31,  2003;  (vi)
contracts or agreements with any  Governmental  Entity  involving the payment of
more  than  $50,000  per  year;  (vii)  loan or  credit  agreements,  mortgages,
indentures  or other  agreements  or  instruments  evidencing  indebtedness  for
borrowed money by the Company or any of its  Subsidiaries  or any such agreement
pursuant to which indebtedness for borrowed money may be incurred,  in each case
involving in excess of $50,000; (viii) agreements that purport to limit, curtail
or restrict the ability of the Company or any of its  Subsidiaries to compete in
any geographic area or line of business; (ix) assembly (packaging),  testing, or
supply  agreements,  in each  case,  involving  in  excess of  $50,000;  and (x)
commitments  and  agreements to enter into any of the  foregoing  (collectively,
together with any such  contracts  entered into in accordance  with Section 5.1,
the  "Company  Material  Contracts").  Section  3.18 of the  Company  Disclosure
Schedule sets forth a list of all Company Material Contracts and the Company has
heretofore  made available to Parent true,  correct,  and complete copies of all
such Company Material Contracts.

     (b) To the  Company's  Knowledge,  each of the Company  Material  Contracts
constitutes  the valid and  legally  binding  obligation  of the  Company or its
Subsidiaries, enforceable in accordance with its terms, and is in full force and
effect.  There is no material default under any Company Material Contract either
by the Company (or its  Subsidiaries)  or, to the  Company's  Knowledge,  by any
other party  thereto,  and no event has occurred that with the giving of notice,
the lapse of time, or both would constitute a default  thereunder by the Company
(or its Subsidiaries) or, to the Company's Knowledge, any other party. As of the
date  hereof,  no party has  notified  the Company in writing that it intends to
terminate or fail to extend its contract with the Company within one year of the
date of the Agreement,  except for any such  termination or failure as would not
have a Material  Adverse Effect on the Company and its  Subsidiaries  taken as a
whole.


                                      -26-
<PAGE>

     (c) No party to any such Company Material  Contract has given notice to the
Company of or made a claim against the Company in respect of any material breach
or default thereunder.

     (d)  Except as set  forth in  Section  3.18(d)  of the  Company  Disclosure
Schedule,  no consent of any third party is required under any Company  Material
Contract as a result of or in connection  with,  and the  enforceability  of any
Company Material  Contract will not be affected in any manner by, the execution,
delivery,  and  performance  of  this  Agreement  or  the  consummation  of  the
transactions contemplated hereby.

     SECTION 3.19  Subsidies.  Section 3.19 of the Company  Disclosure  Schedule
sets forth a list of all material  grants,  subsidies  and similar  arrangements
directly or indirectly  between or among the Company or any of its Subsidiaries,
on the one hand,  and any domestic or foreign  Governmental  Entity or any other
Person,  on the other hand.  Except as set forth on Section  3.19 of the Company
Disclosure  Schedule,  neither  the  Company  nor  any of its  Subsidiaries  has
requested,  sought,  applied for or entered into any material grant,  subsidy or
similar arrangement  directly or indirectly from or with any domestic or foreign
Governmental Entity or any other Person.

     SECTION 3.20 Intellectual Property.

     (a) As used herein,  the term  "Intellectual  Property"  means domestic and
foreign letters patent, patents, patent applications,  patent licenses, know-how
licenses,  trademark registrations and applications,  service mark registrations
and  applications  and  copyright  registrations  and  applications,  databases,
software licenses,  trade names, trade secrets,  technical Knowledge,  know-how,
confidential  information,  customer lists,  proprietary processes,  techniques,
formulae,  and related  ownership,  use and other  rights  (including  rights of
renewal  and  rights  to sue for  past,  present  and  future  infringements  or
misappropriations thereof).

     (b) To the Company's  Knowledge,  and except as are not reasonably expected
to have a Material Adverse Effect on the Company and its Subsidiaries taken as a
whole:  (i) each item of Intellectual  Property is in compliance with applicable
legal  requirements  relating to the  enforceability or maintenance of such item
(including  payment of filing,  examination and  maintenance  fees and proofs of
working  or use,  as  applicable)  other  than  any  requirement  that  if,  not
satisfied,  would not result in a revocation or otherwise  materially affect the
enforceability of the item of Intellectual Property in question, and the Company
has taken  reasonable  steps to protect  such  Intellectual  Property;  (ii) the
Company and its Subsidiaries own or have the right to use, free and clear of all
Liens, all Intellectual  Property  necessary for the operation of the businesses
of the Company and its  Subsidiaries  as  presently  conducted  and as presently
proposed to be  conducted;  (iii) each material  item of  Intellectual  Property
owned  or used by the  Company  and its  Subsidiaries  immediately  prior to the
Effective  Time will be owned or available  for use by Parent and the  Surviving
Corporation  immediately  subsequent to the Effective Time; (iv) the Company and
its  Subsidiaries  have taken all action  deemed by the Company or the  relevant
Subsidiary  to be  necessary  or  reasonable,  but in no  event  less  than  all
commercially  reasonable action, to protect and preserve the  confidentiality of
all technical  Intellectual Property not otherwise protected by patents,  patent
applications or copyrights; (v) the Company has had and


                                      -27-
<PAGE>

continues  to have a  requirement  that all  employees  of the  Company  and its
Subsidiaries must execute a non-disclosure agreement which includes an agreement
to assign to the Company or its Subsidiaries all rights to Intellectual Property
originated or invented by such employee  relating to the business of the Company
and its Subsidiaries; and (vi) no trade secret or confidential know-how material
to the business of the Company or any of its Subsidiaries as currently  operated
has been disclosed or authorized to be disclosed to any third party,  other than
pursuant to a  non-disclosure  agreement  that  protects  the  Company's or such
Subsidiary's proprietary interests in and to such trade secrets and confidential
know-how.

     (c)  Except as set  forth in  Section  3.20(c)  of the  Company  Disclosure
Schedule,  to the  Company's  Knowledge,  neither  the  Company  nor  any of its
Subsidiaries has interfered with,  infringed upon,  misappropriated or otherwise
come into conflict with any Intellectual  Property rights of third parties,  and
neither  the  Company  nor any of its  Subsidiaries  has  received  any  charge,
complaint,  claim  or  notice  alleging  any  such  interference,  infringement,
misappropriation  or violation that remains unresolved and, if decided adversely
to the Company,  would be reasonably likely to have a Material Adverse Effect on
the  Company  and  Subsidiaries  taken as a whole.  No third  party has,  to the
Company's  Knowledge,   interfered  with,  infringed  upon,  misappropriated  or
otherwise  come  into  conflict  with any  Intellectual  Property  rights of the
Company or its  Subsidiaries,  except  where  such  actions  are not  reasonably
expected to have a Material  Adverse Effect on the Company and its  Subsidiaries
taken as a whole.

     (d) Section  3.20(d) of the Company  Disclosure  Schedule  identifies  each
material  item of  Intellectual  Property that any third party owns and that the
Company  or  any of its  Subsidiaries  uses  pursuant  to  license,  sublicense,
agreement or permission that either (i) if such license,  sublicense,  agreement
or  permission  were  denied,  would  reasonably  be expected to have a Material
Adverse  Effect on the  Company or its  Subsidiaries  taken as a whole,  or (ii)
includes any unsatisfied  obligation to pay any royalty amount or any obligation
to pay a royalty,  whether  fixed or  determined  based on usage,  following the
Effective Date in excess of $10,000. To the Company's  Knowledge,  in respect of
each such item of used Intellectual Property:

          (i) the license, sublicense, agreement or permission covering the item
     is legal, valid, binding, enforceable and in full force and effect;

          (ii) the licenses, sublicenses,  agreements or permissions will in all
     material respects continue to be legal, valid, binding,  enforceable and in
     full force and effect on identical terms following the Effective Time;

          (iii) no party to the license, sublicense,  agreement or permission is
     in breach or default,  and no event has occurred which with notice or lapse
     of time  would  constitute  a breach  or  default  or  permit  termination,
     modification  or  acceleration  thereunder  such as would  have a  Material
     Adverse Effect on the Company and its Subsidiaries taken as a whole; and

          (iv) no party to the license, sublicense,  agreement or permission has
     repudiated any provision thereof.


                                      -28-
<PAGE>

     (e)  Except as set  forth in  Section  3.20(e)  of the  Company  Disclosure
Schedule,  neither the Company nor any of its  Subsidiaries  has granted (i) any
exclusive licenses (other than implied patent licenses in the ordinary course of
business) in any patents owned by the Company or any of its Subsidiaries or (ii)
any exclusive licenses in any other  Intellectual  Property owned by the Company
or any of its Subsidiaries to any third party.

     (f) Except as may have been given in  connection  with patent  licenses set
forth in Section  3.20(e) of the  Company  Disclosure  Schedule  or given in the
ordinary course of business within the scope of the Company's standard terms and
conditions of sale,  neither the Company nor any of its Subsidiaries has entered
into any material  agreement to indemnify any other Person against any charge of
infringement or misappropriation of any Intellectual Property.

     (g)  The  execution,  delivery  and  performance  by the  Company  of  this
Agreement,  and the consummation of the transactions  contemplated  hereby, will
not (i)  result in the loss or  impairment  of, or give rise to any right of any
third  party  to  terminate  or  alter,  any  of  the  Company's  or  any of its
Subsidiaries'  rights to own any of its Intellectual  Property except as are not
reasonably  expected  to have a Material  Adverse  Effect on the Company and its
Subsidiaries  taken as a whole, nor (ii) require the consent of any Governmental
Entity or third party in respect of any such Intellectual  Property that, if not
obtained,  is  reasonably  expected  to have a  Material  Adverse  Effect on the
Company and its Subsidiaries taken as a whole.

     SECTION 3.21 Opinion of Financial  Advisor.  The Company Board has received
an oral opinion from its financial  advisor prior to the date of this Agreement,
to the  effect  that,  as of  such  date,  the  Exchange  Ratio  is  fair to the
stockholders of the Company from a financial point of view.

     SECTION  3.22  Brokers.  Except as set forth in Section 3.22 of the Company
Disclosure Schedule, no broker, finder, investment banker or other Person (other
than  the  Company's  Financial  Advisor,  a true  and  correct  copy  of  whose
engagement  letter has been  provided to Parent) is  entitled to any  brokerage,
finder's or other fee or commission or expense  reimbursement in connection with
the transactions  contemplated by this Agreement based upon arrangements made by
and on behalf of the Company or any of its affiliates.

     SECTION 3.23 URBCA ss. 203. The restrictions  contained in Title 61 Chapter
6 of the Utah Code (i.e.,  The Utah Control  Shares  Acquisitions  Act) will not
apply to the execution,  delivery or performance of this Agreement,  the Company
Voting Agreement or the consummation of the Merger.  No other  antitakeover Laws
of any state are applicable to this Agreement,  the Company Voting Agreement, or
the transactions contemplated hereby or thereby.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                            OF PARENT AND MERGER SUB

     Except as set forth in the disclosure  schedule  delivered by Parent to the
Company  prior  to the  execution  of this  Agreement  (the  "Parent  Disclosure
Schedule") or in the amendments to


                                      -29-
<PAGE>

certain  sections of the Parent  Disclosure  Schedule  permitted by Section 7.15
hereof,  Parent and Merger Sub hereby  represent  and  warrant to the Company as
follows:

     SECTION 4.1 Organization and Qualification; Subsidiaries.

     (a) Each of Parent  and Merger  Sub and each of their  Subsidiaries  is, or
will be as of the Effective  Time, a corporation or legal entity duly organized,
validly  existing  and  in  good  standing  under  the  applicable  Laws  of the
jurisdiction  of  its  incorporation  or  organization  and  has  all  requisite
corporate,  partnership or similar power and authority to own, lease and operate
its properties and to carry on its businesses as now being conducted.

     (b) Exhibit 21 to Parent's  Annual  Report on Form 10-K on October 22, 2001
sets forth a list of all Subsidiaries of Parent.  Except as listed therein or in
Section 4.1 of the Parent  Disclosure  Schedule,  neither  Parent nor Merger Sub
owns,  directly or indirectly,  beneficially or of record, any shares of capital
stock or other  securities  of any other entity or any other  investment  in any
other entity.

     (c) Each of Parent and Merger Sub is, and each of their  Subsidiaries is or
will  be as of the  Effective  Time,  duly  qualified  or  licensed  and in good
standing  to do  business  in each  jurisdiction  in which the  property  owned,
leased,  or operated by it or the nature of the  business  conducted by it makes
such  qualification  or licensing  necessary,  except where the failure to be so
duly  qualified or licensed and in good standing is not  reasonably  expected to
have,  individually or in the aggregate, a Material Adverse Effect on Parent and
its Subsidiaries taken as a whole.

     (d) Each of Parent and Merger Sub has  heretofore  delivered to the Company
accurate and complete copies of the certificate of incorporation  and bylaws, as
currently in effect, of Parent and Merger Sub. Each of Parent and Merger Sub has
heretofore  delivered to the Company accurate and complete copies of the charter
or certificate of incorporation and bylaws (or other similar  organizational and
governing documents), as currently in effect, of each of its Subsidiaries.

     SECTION 4.2 Capitalization of Parent and Its Subsidiaries.

     (a) The authorized stock of Parent consists of 75,000,000  shares of Parent
Common  Stock,  of  which  24,221,326  shares  are  issued  and  24,209,414  are
outstanding  (the Parent  Common  Stock is  sometimes  referred to herein as the
"Parent  Shares").  All of the issued and  outstanding  Parent  Shares have been
validly issued, and are duly authorized,  fully paid, non-assessable and free of
preemptive  rights.  As of the date  hereof,  3,074,880  Shares are reserved for
issuance  and issuable  upon or otherwise  deliverable  in  connection  with the
exercise of outstanding  Parent Stock Options issued  pursuant to Parent's stock
option  plans.  Except as set forth  above or  listed in  Section  4.2(a) of the
Parent Disclosure Schedule,  as of the date hereof, there are no outstanding (i)
shares of stock or other voting securities of Parent;  (ii) securities of Parent
or any of its Subsidiaries  convertible into or exchangeable for shares of stock
or voting  securities  of Parent;  (iii) options or other rights to acquire from
Parent or any of its  Subsidiaries,  and no  obligations of Parent or any of its
Subsidiaries to issue, any stock, voting securities,  or securities  convertible
into or exchangeable  for stock or voting  securities of Parent;  or (iv) equity


                                      -30-
<PAGE>

equivalents,  interests in the ownership or earnings of Parent, or other similar
rights  (including  stock  appreciation  rights)   (collectively,   "the  Parent
Securities").  There  are no  outstanding  obligations  of  Parent or any of its
Subsidiaries  to  repurchase,  redeem  or  otherwise  acquire  any  the  Company
Securities.  There  are  no  stockholder  agreements,  voting  trusts  or  other
agreements or  understandings  to which Parent or any of its  Subsidiaries  is a
party or to which it is bound  relating  to the  voting of any shares of capital
stock of Parent (other than the Parent Voting Agreement).

     (b) Except as provided in Section 4.2(b) of Parent Disclosure Schedule, all
of the  outstanding  capital stock of Parent's  Subsidiaries is owned by Parent,
directly or  indirectly,  free and clear of any Lien or any other  limitation or
restriction  (including,  any restriction on the right to vote or sell the same)
except as may be  provided  as a matter of Law.  Except as  provided  in Section
4.2(b) of Parent Disclosure Schedule,  there are no debt or equity securities of
Parent or its Subsidiaries  convertible into or exchangeable  for, no options or
other rights to acquire from Parent or its Subsidiaries,  and no other contract,
understanding,  arrangement, or obligation (whether or not contingent) providing
for the issuance or sale,  directly or indirectly of, any capital stock or other
ownership  interests in, or any other  securities  of, any Subsidiary of Parent.
Except as provided in Section 4.2(b) of Parent Disclosure Schedule, there are no
outstanding contractual obligations of Parent or its Subsidiaries to repurchase,
redeem,  or otherwise  acquire any outstanding  shares of capital stock or other
ownership interests in any Subsidiary of Parent.  None of Parent's  Subsidiaries
owns any capital stock of Parent. For purposes of this Agreement,  "Lien" means,
in respect of any asset  (including  any security) any mortgage,  lien,  pledge,
charge, security interest, or encumbrance of any kind in respect of such asset.

     SECTION 4.3 Authority Relative to This Agreement.

     (a) Each of Parent  and Merger Sub has all  necessary  corporate  power and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions  contemplated hereby. No other corporate proceedings on the part of
Parent or Merger Sub are necessary to authorize  this Agreement or to consummate
the transactions  contemplated hereby and thereby (other than, in respect of the
Merger and this Agreement, Parent Requisite Vote (as hereinafter defined)). This
Agreement has been duly and validly executed and delivered by each of Parent and
Merger Sub and constitutes a valid,  legal, and binding  agreement of Parent and
Merger Sub,  enforceable  against  Parent and Merger Sub in accordance  with its
terms,  subject to applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and similar Laws  affecting  creditors'  rights and
remedies generally, and subject, as to enforceability,  to general principles of
equity, including principles of commercial  reasonableness,  good faith and fair
dealing  (regardless of whether  enforcement is sought in a proceeding at law or
in equity).

     (b) As of the date  hereof,  the Board of  Directors of Parent (the "Parent
Board") has duly and  validly  authorized  the  execution  and  delivery of this
Agreement and approved the consummation of the transactions contemplated hereby,
and has resolved (i) this Agreement and the  transactions  contemplated  hereby,
including the Merger,  taken  together,  to be advisable and fair to, and in the
best interests of, Parent and its  stockholders;  and (ii) to recommend that the
stockholders  of Parent approve and adopt this Agreement and approve the Merger.
Parent Board has directed that this  Agreement be submitted to the  stockholders
of Parent for their approval and


                                      -31-
<PAGE>

adoption.  The  affirmative  approval  of the holders of Shares  representing  a
majority of the votes that may be cast by the holders of all outstanding  Shares
(voting  as a single  class)  as of the  record  date for  Parent  (the  "Parent
Requisite Vote") is the only vote of the holders of any class or series of stock
of Parent necessary to approve and adopt this Agreement and approve the Merger.

     SECTION 4.4 SEC  Reports;  Financial  Statements.  Since  October 31, 2001,
Parent has filed all forms,  reports and  documents  with the SEC required to be
filed by it under the  Securities  Act and the  Exchange  Act (the  "Parent  SEC
Reports"),  each of which complied in all material  respects with all applicable
requirements  of the  Securities  Act and the Exchange Act, each as in effect on
the dates such  Parent SEC Reports  were  filed.  None of the Parent SEC Reports
contained,  when filed,  any untrue  statement of a material  fact or omitted to
state a material fact required to be stated or incorporated by reference therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under which they were made, not misleading,  except to the extent
amended prior to the date hereof by a subsequently filed the Company SEC Report.
The  consolidated  financial  statements  of Parent  included  in the Parent SEC
Reports complied as to form in all material respects with applicable  accounting
requirements  and the  published  rules and  regulations  of the SEC in  respect
thereof  and  fairly  presented,  in  conformity  with  GAAP  (except  as may be
indicated in the notes thereto),  the consolidated  financial position of Parent
and its  consolidated  Subsidiaries,  in each case as of the dates  thereof  and
their  consolidated  results of operations and changes in financial position for
the periods then ended (subject,  in the case of the unaudited interim financial
statements,  to the  absence  of  footnote  disclosure  and to  normal  year-end
adjustments).  For purposes of this Agreement,  "the Parent Balance Sheet" means
the consolidated balance sheet of Parent as of October 31, 2003, as set forth in
Parent's  Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
2003,  and "the Parent  Balance  Sheet Date" means  October 31, 2003.  Since the
Parent Balance Sheet Date, there has not been any change,  or any application or
request  for any  change,  by Parent or any of its  Subsidiaries  in  accounting
principles,  methods or policies for financial accounting or Tax purposes, other
than as a  result  of any  changes  under  GAAP  or  other  relevant  accounting
principles or changes required by any applicable Tax rule or regulation.

     SECTION 4.5 No Undisclosed  Liabilities.  There are no material liabilities
of Parent or Merger  Sub or any of their  Subsidiaries  of any kind  whatsoever,
whether accrued, contingent,  absolute,  determined,  determinable or otherwise,
which are required to be reflected in its financial  statements (or in the notes
thereto)  in  accordance  with GAAP,  other  than:  (a)  liabilities  disclosed,
provided  for or  reserved  against  in  Parent  Balance  Sheet or in the  notes
thereto;  (b)  liabilities  arising in the ordinary course of business after the
date of Parent  Balance  Sheet;  (c)  liabilities  disclosed  in the  Parent SEC
Reports prior to the date hereof; (d) liabilities  arising under this Agreement;
and (e) liabilities disclosed in Section 4.5 of the Parent Disclosure Schedule.

     SECTION 4.6 Absence of Changes. Except as contemplated by this Agreement or
as set forth in Section 4.6 of the Parent Disclosure  Schedule and except as and
to the extent  publicly  disclosed in the Parent's SEC Reports prior to the date
hereof,  since the Parent  Balance  Sheet Date,  Each of Parent,  Merger Sub and
their  Subsidiaries  have  conducted  their  business in the  ordinary and usual
course consistent with past practice and there has not been:


                                      -32-
<PAGE>

          (a) any event,  occurrence or  development  which had or is reasonably
     expected to have,  individually  or in the  aggregate,  a Material  Adverse
     Effect on Parent and its Subsidiaries taken as a whole;

          (b) any declaration, setting aside or payment of any dividend or other
     distribution in respect of any shares of capital stock of Parent or (except
     to Parent or other Subsidiaries) any Subsidiary,  any split, combination or
     reclassification   of  any  shares  of  capital  stock  of  Parent  or  any
     Subsidiary, or any repurchase, redemption or other acquisition by Parent or
     any of its Subsidiaries of any Parent or Subsidiary securities;

          (c) any amendment or change to the  certificate  of  incorporation  or
     bylaws  of  Parent  or  Merger  Sub or any  amendment  of any  term  of any
     outstanding  security  of  Parent  or any of its  Subsidiaries  that  would
     materially  increase the obligations of Parent or any such Subsidiary under
     such security;

          (d) (i) any  incurrence or  assumption by Parent or any  Subsidiary of
     any  indebtedness  for  borrowed  money  other than under  existing  credit
     facilities  (or  any  renewals,  replacements  or  extensions  that  do not
     increase the aggregate  commitments  thereunder) except (A) in the ordinary
     and usual  course of  business  consistent  with  past  practice  or (B) as
     permitted  by Section  6.1, or (ii) any  guarantee,  endorsement,  or other
     incurrence or assumption of liability  (whether  directly,  contingently or
     otherwise) by Parent or any of its  Subsidiaries for the obligations of any
     other Person (other than any wholly owned Subsidiary of Parent), other than
     in the ordinary and usual course of business consistent with past practice;

          (e) any creation or assumption by Parent or any of its Subsidiaries of
     any Lien on any material asset of Parent or any of its  Subsidiaries  other
     than in the  ordinary  and usual  course of business  consistent  with past
     practice;

          (f) any  making of any loan,  advance or  capital  contribution  to or
     investment  in any Person by Parent or any of its  Subsidiaries  other than
     (i)  as  permitted  by  Section  6.1,  (ii)  loans,   advances  or  capital
     contributions  to or  investments in wholly owned  Subsidiaries  of Parent,
     (iii) loans or advances to employees  of Parent or any of its  Subsidiaries
     in the ordinary  course of business  consistent  with past practice or (iv)
     extensions  of credit  to  customers  in the  ordinary  course of  business
     consistent with past practice;

          (g) any  contract or  agreement  entered  into by Parent or any of its
     Subsidiaries  on or prior  to the  date  hereof  relating  to any  material
     acquisition or disposition of any assets or business,  other than contracts
     or agreements in the ordinary and usual course of business  consistent with
     past practice and those contemplated by this Agreement;

          (h)  any   modification,   amendment,   assignment,   termination   or
     relinquishment  by  Parent  or  any of its  Subsidiaries  of any  contract,
     license or other  right  (including  any  insurance  policy  naming it as a
     beneficiary or a loss payable payee) that is reasonably


                                      -33-
<PAGE>

     expected to have a Material  Adverse Effect on Parent and its  Subsidiaries
     taken as a whole;

          (i) any  material  change in any method of  accounting  or  accounting
     principles or practice by Parent or any of its Subsidiaries, except for any
     such change required by reason of a change in GAAP;

          (j) any (i) grant of any severance or termination pay to any director,
     officer or  employee  of Parent or any of its  Subsidiaries  exceeding  the
     amounts  set forth in  Parent's  severance  plans or  agreements  listed in
     Sections 4.13(a) or 4.18 of the Parent Disclosure  Schedule;  (ii) entering
     into  of any  employment,  deferred  compensation,  severance,  consulting,
     termination  or  other  similar  agreement  (or any  amendment  to any such
     existing agreement) with any director, officer or employee of Parent or any
     of its Subsidiaries whose annual cash compensation  exceeds $80,000;  (iii)
     increase in benefits  payable under any existing  severance or  termination
     pay policies or employment  agreements;  or (iv) increase in  compensation,
     bonus or other  benefits  payable to  directors,  officers or  employees of
     Parent or any of its  Subsidiaries  other than,  in the case of clause (iv)
     only,  increases prior to the date hereof in  compensation,  bonus or other
     benefits  payable to  directors,  officers or employees of Parent or any of
     its  Subsidiaries  in the ordinary and usual course of business  consistent
     with past practice or merit increases in salaries of employees at regularly
     scheduled times in customary amounts consistent with past practices;

          (k) any change or amendment of the contracts, salaries, wages or other
     compensation  of any officer,  director,  employee,  agent or other similar
     representative  of  Parent or any of its  Subsidiaries  whose  annual  cash
     compensation  exceeds  $80,000 other than changes or amendments that do not
     and will not result in  increases  of more than five percent in the salary,
     wages or other compensation of any such Person;

          (l) any adoption, entering into, amendment,  alteration or termination
     of  (partially  or  completely)  any Benefit  Plan or Employee  Arrangement
     except as  contemplated  by this  Agreement  or to the extent  required  by
     applicable Law or GAAP;

          (m) any  entering  into of any  contract  with an  officer,  director,
     employee,  agent or other  similar  representative  of Parent or any of its
     Subsidiaries  that is not terminable,  without penalty or other  liability,
     upon not more than 60 calendar days' notice; or

          (n) any (i) making or revoking of any  material  election  relating to
     Taxes, (ii) settlement or compromise of any material claim,  action,  suit,
     litigation,  proceeding,  arbitration,  investigation, audit or controversy
     relating to Taxes,  or (iii)  change to any  material  methods of reporting
     income or deductions for federal income tax purposes.

     SECTION 4.7 Information Supplied. None of the information supplied or to be
supplied by Parent or Merger Sub  specifically for inclusion or incorporation by
reference  in (i) the S-4,  at the time the S-4 is filed with the SEC and at the
time it becomes  effective  under the  Securities  Act,  will contain any untrue
statement of a material fact or omit to state any material


                                      -34-
<PAGE>

fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  and (ii) the Joint Proxy Statement will, at the date mailed to
stockholders and at the times of the Parent Stockholder  Meeting and the Company
Stockholder Meeting,  contain any untrue statement of a material fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein, in light of the circumstances under which they are
made,  not  misleading.  If at any time prior to the Effective Time any event in
respect of Parent,  Merger Sub,  their  officers  and  directors or any of their
Subsidiaries  should occur which is required to be described in an amendment of,
or a supplement to, the S-4 or the Joint Proxy Statement,  Parent shall promptly
so advise the Company and such event shall be so described,  and such  amendment
or supplement (which the Company shall have a reasonable  opportunity to review)
shall be promptly  filed with the SEC and, as required by Law,  disseminated  to
the stockholders of Parent. The Joint Proxy Statement,  insofar as it relates to
Parent Stockholder Meeting, will comply as to form in all material respects with
the provisions of the Exchange Act and the rules and regulations thereunder.  No
representation  is made under this  Section 4.7 with  respect to any  statements
made or  incorporated by reference in the S-4 or the Joint Proxy Statement based
on  information   supplied  by  the  Company   specifically   for  inclusion  or
incorporation by reference therein.

     SECTION  4.8  Consents  and   Approvals.   Except  for  filings,   permits,
authorizations,  consents  and  approvals  as may be required  under,  and other
applicable  requirements  of, the Securities  Act, state  securities or blue sky
Laws,  the HSR  Act and any  comparable  requirements  of  foreign  Governmental
Entities,  the filing and  acceptance  for record of the  Articles  of Merger as
required by the URBCA, and such other filings,  permits,  consents and approvals
which,  if not obtained or made, are not reasonably  expected to have a Material
Adverse Effect on Parent,  and its Subsidiaries taken as a whole, no filing with
or  notice  to,  and  no  permit,  authorization,   consent  or  approval  of  a
Governmental  Entity is necessary  for the  execution and delivery by Parent and
Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the
transactions contemplated hereby.

     SECTION 4.9 No Default.  Neither Parent nor any of its  Subsidiaries  is in
violation  of  any  term  of  (i)  its  charter,   certificate  or  articles  of
incorporation   or  bylaws  (or  other  similar   organizational   or  governing
documents),  (ii) any  agreement  or  instrument  related  to  indebtedness  for
borrowed  money or any other  agreement to which it is a party or by which it is
bound, or (iii) any Law applicable to Parent,  its  Subsidiaries or any of their
respective  assets  or  properties,   the  consequence  of  which  violation  is
reasonably  expected to (A) have,  individually or in the aggregate,  a Material
Adverse Effect on Parent and its Subsidiaries taken as a whole or (B) prevent or
materially  delay the  performance  of this  Agreement by Parent and Merger Sub.
Except  as set forth in  Section  4.9 of the  Parent  Disclosure  Schedule,  the
execution,  delivery and  performance of this Agreement and the  consummation of
the  transactions  contemplated  hereby and  thereby  will not (A) result in any
violation of or conflict  with,  constitute a default under (with or without due
notice or lapse of time or both),  require any  consent,  waiver or notice under
any term of, or result in the  reduction  or loss of any benefit or the creation
or  acceleration of any right or obligation  (including any termination  rights)
under,  (i) the charter,  certificate or articles of incorporation or bylaws (or
other  similar  organizational  or governing  documents) of Parent or any of its
Subsidiaries,  (ii) any material  agreement,  note, bond,  mortgage,  indenture,
contract,


                                      -35-
<PAGE>

lease, the Company Permit or other obligation or right to which Parent or any of
its  Subsidiaries  is a party or by which  any of the  assets or  properties  of
Parent or any of its  Subsidiaries is bound, or (iii) any applicable Law, except
in the  case  of  clause  (ii)  and  (iii)  where  any of the  foregoing  is not
reasonably  expected  to have,  individually  or in the  aggregate,  a  Material
Adverse Effect on Parent and its Subsidiaries taken as a whole, or (B) result in
the creation of (or impose any  obligation on Parent or any of its  Subsidiaries
to create) any Lien upon any of the material  assets or  properties of Parent or
any of its Subsidiaries pursuant to any such term.

     SECTION 4.10 Real Property.

     (a)  Except as  disclosed  in  Section  4.10(a)  of the  Parent  Disclosure
Schedule,  no real  property  is owned,  leased or used by Parent or its current
Subsidiaries in the course of their respective  businesses.  Parent has provided
the  Company  with the  address,  general  use of,  and period of  ownership  or
occupancy  of all  of  the  real  property  owned  in  fee  by  Parent  and  its
Subsidiaries (the "Parent Owned Facilities" and referred to individually  herein
as a  "Parent  Owned  Facility")  and all of the real  property  Parent  and its
Subsidiaries  use or occupy or have the  right to use or  occupy,  now or in the
future,  pursuant to any lease,  sublease,  or other  occupancy  agreement  (the
"Parent  Leased  Facilities"  and referred to  individually  herein as a "Parent
Leased  Facility").  No real property is owned,  leased or used by Parent or its
current Subsidiaries in the course of their respective businesses other than the
Parent Owned Facilities and Parent Leased Facilities.

     (b) With respect to each Parent  Owned  Facility and except as set forth on
the Parent Balance Sheet, the Parent Disclosure  Schedule,  or in the Parent SEC
Reports:

          (i)  Parent or its  Subsidiary  has good and  marketable  title to the
     Parent Owned  Facilities free and clear of all Liens,  except (x) Taxes and
     general and special  assessments not in default and payable without penalty
     and interest, and (y) Liens, easements, covenants and other restrictions or
     imperfections  of title  that do not  materially  impair the  current  use,
     occupancy,  or value in excess of any indebtedness secured by such Lien, or
     the marketability of title of such Parent Owned Facilities;

          (ii)  to  Parent's  Knowledge,  there  are no  pending  or  threatened
     condemnation  proceedings,  lawsuits or administrative  actions relating to
     any  Parent  Owned  Facility  or other  matters  affecting  materially  and
     adversely the current use, occupancy or value thereof;

          (iii) there are no leases, subleases,  licenses,  concessions or other
     agreements,  written or oral,  granting to any party or parties (other than
     wholly-owned  Subsidiaries  of Parent) the right of use or occupancy of any
     portion of any Parent  Owned  Facility  that  materially  adversely  affect
     Parent's use of the property;

          (iv) there are no  outstanding  options or rights of first  refusal to
     purchase  any Parent  Owned  Facility,  or any portion  thereof or interest
     therein;


                                      -36-
<PAGE>

          (v) there are no parties  (other than Parent or its  Subsidiaries)  in
     possession  of any Parent  Owned  Facility,  other than  tenants  under any
     leases to be  provided to the  Company  who are in  possession  of space to
     which they are entitled; and

          (vi) all  facilities  located on Parent Owned  Facilities are now, and
     will be at the time of Closing, in good operating condition and repair, and
     structurally sound and free of known defects,  with no material alterations
     or repairs  required  thereto (other than ordinary and routine  maintenance
     and  repairs)  under  applicable  Laws,  the Company  Permits or  insurance
     company  requirements.   To  Parent's  Knowledge,  all  such  Parent  Owned
     Facilities  have been operated and  maintained in all material  respects in
     accordance with applicable  Laws and the Company  Permits.  All such Parent
     Owned Facilities are supplied with utilities and other services,  including
     gas, electricity,  water, telephone, sanitary sewer and storm sewer, all of
     which  services  are  adequate  for the uses to  which  such  Parent  Owned
     Facility is being put and are provided  via public roads or via  permanent,
     irrevocable, appurtenant easements benefiting the parcel of real property.

     (c) With respect to each Parent Leased Facility:

          (i) Parent will make  available  to the Company a true,  correct,  and
     complete copy of the lease,  sublease or other occupancy agreement for such
     Parent Leased Facility (and all modifications,  amendments, and supplements
     thereto  and  all  side  letters  to  which  the  Company  or  any  of  its
     Subsidiaries is a party affecting the obligations of any party  thereunder)
     (each such  agreement  is  referred  to herein as a "Parent  Real  Property
     Lease");

          (ii) to Parent's  Knowledge,  Parent or its  Subsidiary has a good and
     valid  leasehold  interest in such Parent Leased Facility free and clear of
     all Liens,  except (x) Taxes and  general and  special  assessments  not in
     default  and  payable  without  penalty and  interest,  and (y)  easements,
     covenants and other  restrictions that do not materially impair the current
     use,   occupancy  or  value,  or  the  marketability  of  Parent's  or  its
     Subsidiary's interest in such real property;

          (iii)  to  Parent's   Knowledge,   each  Parent  Real  Property  Lease
     constitutes  the  valid  and  legally  binding  obligation  of the  parties
     thereto, enforceable in accordance with its terms, and is in full force and
     effect;

          (iv) all rent and  other  sums and  charges  payable  by Parent or its
     Subsidiary  as tenant  under the Parent Real  Property  Lease  covering the
     Parent Leased  Facility are current,  no termination  event or condition or
     uncured  default on the part of the tenant or, to Parent's  Knowledge,  the
     landlord,  exists under any Parent Real  Property  Lease.  No party to such
     Parent  Real  Property  Lease  has  given  written  notice to Parent or its
     Subsidiary or made a claim in writing  against  Parent or its Subsidiary in
     respect of any breach or default thereunder; and


                                      -37-
<PAGE>

          (v)  neither  Parent nor its  Subsidiary  has  assigned,  transferred,
     conveyed,  mortgaged,  deeded in trust or encumbered its leasehold interest
     in the Parent Leased Facility.

     SECTION 4.11 Litigation.  Except as disclosed in Section 4.11 of the Parent
Disclosure Schedule,  there is no other suit, claim,  action,  proceeding or, to
Parent's Knowledge, investigation, pending or, to Parent's Knowledge, threatened
which is  reasonably  expected to have,  individually  and in the  aggregate,  a
Material Adverse Effect on Parent and its Subsidiaries taken as a whole.  Except
as disclosed in Section 4.11 of the Parent Disclosure Schedule or the Parent SEC
Reports, none of Parent or its Subsidiaries is subject to any outstanding order,
writ, injunction or decree which is reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries taken
as a whole.  To Parent's  Knowledge,  there is no action,  suit,  proceeding  or
investigation  pending or  threatened  against  any  current or former  officer,
director,  employee  or  agent of  Parent  or any of its  Subsidiaries  which is
reasonably  expected to give rise to a claim for contribution or indemnification
against Parent or any of its Subsidiaries.  Notwithstanding  the foregoing,  any
shareholder  litigation or litigation by any Governmental  Entity,  in each case
brought or threatened against Parent or any officer, director, employee or agent
of Parent in any  respect of this  Agreement  or the  transactions  contemplated
hereby,  shall not be deemed to have a Material Adverse Effect on Parent and its
Subsidiaries taken as a whole.

     SECTION  4.12  Compliance  with  Applicable  Law;  Permits.  Parent and its
Subsidiaries hold all permits,  licenses,  variances,  exemptions,  orders,  and
approvals of all Governmental Entities necessary for the lawful conduct of their
respective  businesses (the "the Parent  Permits"),  except for failures to hold
such permits, licenses,  variances,  exemptions,  orders and approvals which are
not reasonably  expected to have,  individually or in the aggregate,  a Material
Adverse Effect on Parent and its Subsidiaries  taken as a whole.  Parent and its
Subsidiaries  are in compliance with the terms of Parent  Permits,  except where
the failure to comply is not reasonably expected to have, individually or in the
aggregate,  a Material Adverse Effect on Parent and its Subsidiaries  taken as a
whole.  The businesses and operations of Parent and its  Subsidiaries  comply in
all respects  with all Laws  applicable  to Parent or its  Subsidiaries,  except
where the failure to so comply is not reasonably expected to have,  individually
or in the aggregate,  a Material  Adverse Effect on Parent and its  Subsidiaries
taken as a whole.

     SECTION 4.13 Employee Plans

     (a) Section  4.13(a) of the Parent  Disclosure  Schedule sets forth a true,
correct, and complete list of:

          (i) all material  "employee benefit plans," as defined in Section 3(3)
     of ERISA,  under which Parent or any of its Subsidiaries has any obligation
     or liability,  contingent or otherwise,  including, but not limited to, (i)
     all severance plans or arrangements other than any such plan or arrangement
     (x) under which severance benefits do not exceed two weeks' salary for each
     year  of  employment  or,  in the  case  of  employees  whose  annual  cash
     compensation exceeds $80,000, three months' salary, or (y) which is legally
     mandated by applicable non-U.S. law; and (ii) all supplemental or


                                      -38-
<PAGE>

     U.S. non-qualified  retirement plans or arrangements which provide benefits
     to any employee whose annual cash compensation  exceeds $80,000 or benefits
     in excess  of  $5,000  for each year of  employment  (the  "Parent  Benefit
     Plans"); and

          (ii) all employment, consulting,  termination, severance or individual
     compensation  agreements (other than any such agreement which is terminable
     within 90 days without liability or at any time without liability exceeding
     two weeks' salary for each year of employment  or, in the case of employees
     whose annual cash compensation exceeds $80,000, three months' salary, or is
     legally  mandated by  applicable  non-U.S.  law);  all stock  award,  stock
     option,  stock purchase or other  equity-based  (including phantom stock or
     stock  appreciation  rights) plans or  arrangements;  all material bonus or
     other  incentive  compensation  plans  or  agreements  (including,  but not
     limited  to, any such plan or  agreement  covering  any officer or employee
     whose  annual cash  compensation  exceeds  $80,000);  all  material  salary
     continuation or deferred compensation plans or agreements  (including,  but
     not limited to, any such plan or  agreement  covering any current or former
     officer or employee whose annual cash compensation exceeds $80,000; in each
     case, as to which Parent or any of its  Subsidiaries  has any obligation or
     liability (contingent or otherwise) (the "Parent Employee Arrangements").

     (b) A  complete  and  correct  copy of each  Parent  Employee  Arrangement,
including  the forms of stock option  grant  agreements  generally  used to make
grants under Parent option plans,  has been provided to the Company.  In respect
of  each  Parent  Benefit  Plan,  a  complete  and  correct  copy of each of the
following  documents (if applicable)  has been provided to the Company:  (i) the
most recent plan and related trust documents,  and all amendments thereto;  (ii)
the most recent summary plan description,  and all related summaries of material
modifications thereto; (iii) the most recent Form 5500 (including, schedules and
attachments);  (iv) the most recent IRS determination  letter;  and (v) the most
recent  actuarial  reports  (including  for  purposes  of  Financial  Accounting
Standards Board report nos. 87, 106 and 112).

     (c) Except as disclosed in Section 4.13(c) of Parent  Disclosure  Schedule,
none of the Parent Benefit Plans or Parent  Employee  Arrangements is subject to
Title  IV of  ERISA,  constitutes  a  defined  benefit  retirement  plan or is a
multi-employer  plan  described  in Section  3(37) of ERISA,  and Parent and its
Subsidiaries  do not have any material  obligation or liability  (contingent  or
otherwise)  in respect of any such plans.  Parent and its  Subsidiaries  are not
members of a group of trades or businesses (other than that consisting of Parent
and its  Subsidiaries)  under  common  control or  treated as a single  employer
pursuant to Section 414 of the Code.

     (d) The Parent Benefit Plans and their related  trusts  intended to qualify
under  Sections  401 and  501(a)  of the Code,  respectively,  have  received  a
favorable determination letter from the IRS and Parent has no Knowledge that any
event has  occurred  since the date of such  letter  that could cause the IRS to
revoke such  determination.  Any voluntary  employee benefit  association  which
provides benefits to current or former employees of Parent and its Subsidiaries,
or their beneficiaries, is and has been qualified under Section 501(c)(9) of the
Code.


                                      -39-
<PAGE>

     (e) In all material respects,  all contributions or other payments required
to have been made by Parent and its  Subsidiaries to or under any Parent Benefit
Plan or  Parent  Employee  Arrangement  by  applicable  Law or the terms of such
Parent Benefit Plan or Parent Employee  Arrangement  (or any agreement  relating
thereto)  have been timely and  properly  made or have been  accrued in Parent's
financial statements.

     (f) The Parent  Benefit Plans and Parent  Employee  Arrangements  have been
maintained and  administered  in accordance with their terms and applicable Laws
and  no  individual  who  has  performed  services  for  Parent  or  any  of its
Subsidiaries  has been  improperly  excluded  from  participation  in any Parent
Benefit  Plan or Parent  Employee  Arrangement,  except  where the failure to so
maintain and  administer  such Parent Benefit Plans or the exclusion of any such
individuals  is  not  reasonably  expected  to  have,  individually  or  in  the
aggregate,  a Material Adverse Effect on Parent and its Subsidiaries  taken as a
whole.

     (g) There are no pending or, to  Parent's  Knowledge,  threatened  actions,
claims, or proceedings  against or relating to any Parent Benefit Plan or Parent
Employee  Arrangement  (other than routine  benefit  claims by Persons  claiming
benefits  thereunder),  and, to the  Knowledge of Parent,  there are no facts or
circumstances  which  could form a  reasonable  basis for any of the  foregoing,
except for such actions, claims or proceedings which are not reasonably expected
to have,  individually or in the aggregate,  a Material Adverse Effect on Parent
and its Subsidiaries taken as a whole.

     (h) Parent and its  Subsidiaries  do not have any  material  obligation  or
liability (contingent or otherwise) to provide post-retirement life insurance or
health benefits coverage for current or former officers, directors, or employees
of Parent or any of its Subsidiaries  except (i) as may be required under Part 6
of Title I of ERISA at the sole expense of the participant or the  participant's
beneficiary,  (ii) a medical  expense  reimbursement  account  plan  pursuant to
Section 125 of the Code, (iii) as may be required by a foreign jurisdiction,  or
(iv)  through  the last day of the  calendar  month  in  which  the  participant
terminates employment with Parent or any Subsidiary of Parent.

     (i)  Except  as set  forth in  Section  4.13(i)  of the  Parent  Disclosure
Schedule,  none of the assets of any Parent  Benefit  Plan is stock of Parent or
any of its  affiliates,  or property leased to or jointly owned by Parent or any
of its affiliates.

     (j)  Except as  disclosed  in  Section  4.13(j)  of the  Parent  Disclosure
Schedule or in connection  with equity  compensation,  neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will (i) result in any payment  becoming  due to any  employee  (current,
former,  or retired) of Parent or any of its  Subsidiaries,  (ii)  increase  any
benefits  under  any  Parent  Benefit  Plan  or  Parent   Employee   Arrangement
(determined  without  regard  to  the  "materiality"  limits  set  forth  in the
definitions of such terms),  or (iii) result in the  acceleration of the time of
payment of, vesting of, or other rights in respect of any such benefits.

     (k)  Except as  disclosed  in  Section  4.13(k)  of the  Parent  Disclosure
Schedule,  each of the Parent  Benefit Plans covering  employees  outside of the
United States is funded in all material


                                      -40-
<PAGE>

respects through adequate reserves on the financial  statements of Parent or its
Subsidiaries,  insurance  contracts,  annuity contracts,  trust funds or similar
arrangements.  The benefits and compensation  under the Parent Benefit Plans and
Parent Employee Arrangements covering employees outside of the United States are
no more than  customary and  reasonable  for the country in which such employees
work and the  industry  in  which  Parent  and its  Subsidiaries  conduct  their
business.

     (l) The aggregate number of shares of the Company Common Stock  purchasable
under all outstanding  purchase rights under Parent option plans does not exceed
the maximum number of shares remaining available for issuance under such plan.

     SECTION 4.14 Labor Matters.

     (a) Parent and its  Subsidiaries are not parties to any labor or collective
bargaining agreement,  and no employees of Parent or any of its Subsidiaries are
represented  by  any  labor   organization.   There  are  no  representation  or
certification  proceedings,  or petitions  seeking a representation  proceeding,
pending or, to Parent's Knowledge,  threatened in writing to be brought or filed
with the National Labor Relations Board or any other labor relations tribunal or
authority. Within the last twelve months, to Parent's Knowledge, there have been
no organizing  activities involving Parent or any of its Subsidiaries in respect
of any group of employees of Parent or any of its Subsidiaries.

     (b) There are no strikes,  work stoppages,  slowdowns,  lockouts,  material
arbitrations or material  grievances or other material labor disputes pending or
threatened in writing  against or involving  Parent or any of its  Subsidiaries.
There are no unfair labor practice charges, grievances or complaints pending or,
to Parent's Knowledge,  threatened in writing by or on behalf of any employee or
group of employees of Parent or any of its  Subsidiaries  which, if individually
or  collectively  resolved  against  Parent  or any of its  Subsidiaries,  would
reasonably  be  expected  to have a  Material  Adverse  Effect on Parent and its
Subsidiaries taken as a whole.

     (c) There are no complaints, charges or claims against Parent or any of its
Subsidiaries  pending or, to  Parent's  Knowledge,  threatened  to be brought or
filed with any  Governmental  Entity or arbitrator  based on, arising out of, in
connection  with,  or otherwise  relating to the  employment or  termination  of
employment of any  individual  by Parent or any of its  Subsidiaries  which,  if
individually or collectively resolved against Parent or any of its Subsidiaries,
would reasonably be expected to have a Material Adverse Effect on Parent and its
Subsidiaries  taken as a whole,  and, to the  Knowledge of Parent,  there are no
facts or  circumstances  which  could  form a  reasonable  basis  for any of the
foregoing.

     (d) There has been no "mass layoff" or "plant  closing" as defined by WARN,
in respect of Parent or any of its  Subsidiaries  within the six months prior to
the Effective Time.

     (e) All  employees of Parent and its  Subsidiaries  possess all  applicable
passports,  visas, permits and other  authorizations  required by all applicable
immigration or similar Laws to be employed by and to perform services for and on
behalf of Parent and its Subsidiaries,  except where the failure to possess such
passports, visas, permits or other authorizations would not,


                                      -41-
<PAGE>

individually  or in the aggregate,  reasonably be expected to materially  affect
the  conduct  of  business  by  Parent  or  its  Subsidiaries.  Parent  and  its
Subsidiaries,  and their employees,  have complied in all material respects with
all applicable immigration and similar Laws.

     SECTION 4.15 Environmental Matters.

     (a) Except as set forth in Section 4.15 of the Parent Disclosure Schedule:

          (i) The  operations  of Parent and its  Subsidiaries  are in  material
     compliance  with all  Environmental  Laws,  and  Parent is not aware of any
     facts,  circumstances  or conditions  which,  without  significant  capital
     expenditures, would prevent material compliance in the future;

          (ii) To Parent's Knowledge,  Parent and its Subsidiaries have obtained
     all the Parent Permits,  required under applicable  Environmental  Laws for
     the continued  operations of their  respective  businesses;  Parent and its
     Subsidiaries have made all material  filings,  reports and notices required
     under any  Environmental  Law for the past and future  operations  of their
     respective businesses;

          (iii) Parent and its  Subsidiaries  are not subject to any outstanding
     written orders or material  contracts or agreements  with any  Governmental
     Entity or other Person respecting (A) Environmental  Laws, (B) any Remedial
     Action, (C) any Release or threatened Release of a Hazardous  Material,  or
     (D) an assumption of  responsibility  for  environmental  claims of another
     Person or entity;

          (iv)  Parent  and its  Subsidiaries  have  not  received  any  written
     communication  alleging,  in  respect  of  any  such  party,  the  material
     violation of or liability (real or potential) under any Environmental  Law;
     or requesting,  with respect to any such party, information with respect to
     an investigation  pursuant to CERCLA,  or any foreign or state  counterpart
     thereto, or any other Environmental Law;

          (v) To Parent's Knowledge,  neither Parent nor any of its Subsidiaries
     has any  material  contingent  liability  in  connection  with any Remedial
     Action  or the  Release  of any  Hazardous  Material  (whether  on-site  or
     off-site) or employee or third party exposure to Hazardous Materials;

          (vi) The operations of Parent and its  Subsidiaries do not involve the
     generation,  transportation,  treatment,  storage or disposal of  Hazardous
     Materials.  There has been no disposal by Parent or its Subsidiaries of any
     Hazardous  Materials  on or in any site listed or  formally  proposed to be
     listed on the National  Priorities List  promulgated  pursuant to CERCLA or
     any foreign or state  remedial  priority  list  promulgated  or  maintained
     pursuant to comparable foreign or state law;

          (vii) To  Parent's  Knowledge,  there is not now nor has there been in
     the past, on, in or at any Parent Owned Facility,  Parent Leased  Facility,
     Former Parent Facility (defined as all of the real property formerly owned,
     leased or used, other than


                                      -42-
<PAGE>

     those used solely for office or administrative  purposes,  by Parent or any
     of its current or former Subsidiaries or corporate predecessors in interest
     at any time in the past),  or any other  facility  for which  Parent or its
     Subsidiaries has assumed  responsibility  for environmental  claims, any of
     the following:  (A) any underground storage tanks; (B) landfills,  dumps or
     surface  impoundments;  (C) any  planned,  ongoing  or  completed  Remedial
     Action; (D) any  asbestos-containing  materials; or (E) any polychlorinated
     biphenyls;

          (viii) There is not now, nor to Parent's Knowledge,  has there been in
     the past, on, in or at any Parent Owned Facility,  Parent Leased  Facility,
     Former  Parent  Facility,  or any other  facility  for which  Parent or its
     Subsidiaries has assumed  responsibility for environmental claims, any site
     on or nominated  for the National  Priority  List  promulgated  pursuant to
     CERCLA or any  foreign  or state  remedial  priority  list  promulgated  or
     published pursuant to any comparable foreign or state law; and

          (ix) No  judicial  or  administrative  proceedings  are pending or, to
     Parent's Knowledge,  threatened against Parent or its Subsidiaries alleging
     the material  violation of or seeking to impose material liability pursuant
     to  any  Environmental  Law  and,  to  Parent's  Knowledge,  there  are  no
     investigations   pending  or  threatened  against  Parent  or  any  of  its
     Subsidiaries under Environmental Laws.

     (b)  Parent  will make  available  to the  Company  copies of all  material
environmentally related assessments, audits, investigations,  or similar reports
(and, upon reasonable  specific request,  sampling reports) in its possession or
control and which were  prepared in the last five years  (and,  upon  reasonable
specific request, earlier information) relating to Parent or its Subsidiaries or
any real  property  currently  or formerly  owned,  operated or leased by or for
Parent or its Subsidiaries,  including any Parent Owned Facility,  Parent Leased
Facility, or Former Parent Facility.

     SECTION 4.16 Tax Matters.

     (a) Each of Parent and its Subsidiaries has timely filed (or has had timely
filed) all Tax Returns  required to be filed by it (or on its behalf).  All such
Tax Returns are complete and correct in all  material  respects.  Parent and its
Subsidiaries  have  paid  all  Taxes  due for the  periods  covered  by such Tax
Returns.  The most recent Parent SEC Reports reflect an adequate reserve for all
Taxes  payable  by Parent  and its  Subsidiaries  for all  Taxable  periods  and
portions  thereof  through  the date of such  Parent  SEC  Reports.  Parent  has
previously  delivered  (or  will  deliver  prior to the  Effective  Date) to the
Company copies of (i) all federal, state, local and foreign income and franchise
Tax Returns filed by Parent and its Subsidiaries relating to any taxable periods
of  Parent  or any of its  Subsidiaries  that  remains  subject  to audit  under
applicable statutes of limitations;  and (ii) any audit report issued within the
last three  years (or  otherwise  in respect  of any audit or  investigation  in
progress)   relating  to  Taxes  due  from  or  in  respect  of  Parent  or  its
Subsidiaries.

     (b) No material deficiencies for any Taxes have been proposed, asserted, or
assessed  against  Parent or its  Subsidiaries  that have not been fully paid or
adequately  provided for in the


                                      -43-
<PAGE>

appropriate  financial statements of Parent, no requests for waivers of the time
to assess  any Taxes are  pending,  and no power of  attorney  in respect of any
Taxes has been executed or filed with any taxing  authority.  No material issues
relating to Taxes have been raised by the relevant taxing  authority  during any
presently  pending  audit or  examination.  All income and franchise Tax Returns
filed by or on behalf of Parent and its Subsidiaries for the taxable years ended
on or prior to  October  31,  2000 have been  reviewed  by the  relevant  taxing
authority  or the statute of  limitations  with  respect to such Tax Returns has
expired.

     (c) No  material  Liens  for  Taxes  exist  in  respect  of any  assets  or
properties of Parent or its  Subsidiaries,  except for statutory Liens for Taxes
not yet due.

     (d) Neither Parent nor any of its Subsidiaries is a party to or is bound by
any Tax sharing  agreement,  Tax  indemnity  obligation,  or similar  agreement,
arrangement, or practice in respect of Taxes (whether or not written) (including
any advance pricing agreement, closing agreement, or other agreement relating to
Taxes with any taxing authority).

     (e) Neither Parent nor any of its  Subsidiaries  (i) has ever been a member
of an affiliated group within the meaning of Section 1504(a) of the Code (or any
similar or analogous group defined under a similar or analogous state,  local or
foreign  Law)  other  than an  affiliated  group the  common  parent of which is
Parent, or (ii) has any liability under Treasury Regulation Section 1.1502-6 (or
any  predecessor or successor  thereof or analogous or similar  provision  under
state,  local or foreign  Law),  as a transferee  or  successor,  by contract or
otherwise  for Taxes of any  affiliated  group of which Parent is not the common
parent.

     (f) To Parent's  Knowledge,  neither Parent nor any of its Subsidiaries has
taken  or  agreed  to take  any  action  that  would  prevent  the  Merger  from
constituting a reorganization  qualifying under the provisions of Section 368(a)
of the Code.

     (g)  Except  as set  forth in  Section  4.16(g)  of the  Parent  Disclosure
Schedule, there are no employment, severance, or termination agreements or other
compensation  arrangements  currently in effect which provide for the payment of
any amount  (whether in cash or property or the vesting of property) as a result
of any of the transactions  contemplated by this Agreement that  individually or
collectively  (either  alone  or  upon  the  occurrence  of  any  additional  or
subsequent event), could give rise to a payment which is nondeductible by reason
of Section 280G of the Code.

     (h) Parent and its Subsidiaries have complied in all material respects with
all Laws  applicable to the payment and  withholding  of Taxes and have duly and
timely withheld from employee  salaries,  wages and other  compensation and have
paid over to the  appropriate  taxing  authority  all amounts  required to be so
withheld and paid over for all periods under all applicable Laws.

     (i)  Except  as set  forth in  Section  4.16(i)  of the  Parent  Disclosure
Schedule,  no federal,  state, local, or foreign audits or other  administrative
proceedings or court  proceedings are presently  pending in respect of any Taxes
or Tax Returns of Parent or its Subsidiaries and


                                      -44-
<PAGE>

neither  Parent  nor its  Subsidiaries  have  received  a written  notice of any
pending audit or proceeding.

     (j)  Except  as set  forth in  Section  4.16(j)  of the  Parent  Disclosure
Schedule,  neither  Parent  nor  any of its  Subsidiaries  has  agreed  to or is
required to make any adjustment  under Section 481(a) of the Code or any similar
provision  of state,  local or foreign  Law by reason of a change in  accounting
method  initiated  by Parent or its  Subsidiaries  or has any  Knowledge  that a
taxing  authority  has  proposed  any such  adjustment  or change in  accounting
method,  or has any  application  pending with any taxing  authority  requesting
permission for any changes in accounting  methods that relate to the business or
operations of Parent or its Subsidiaries.

     (k)  Except  as set  forth in  Section  4.16(k)  of the  Parent  Disclosure
Schedule, neither Parent nor any of its Subsidiaries is a party to any contract,
agreement,  or other  arrangement  which could  result in the payment of amounts
that could be  nondeductible  by reason of Section 162(m) of the Code,  provided
that  no  representation  or  warranty  is  made  as  to   performance-based  or
equity-based compensation.

     (l) Neither  Parent nor any of its  Subsidiaries  has  received any private
letter rulings from the IRS or comparable rulings from other taxing authorities.

     (m) Neither Parent nor any of its  Subsidiaries  has  constituted  either a
"distributing  corporation" or a "controlled corporation" (within the meaning of
Section  355(a)(1)(A)  of the Code) in a  distribution  of stock  qualifying for
tax-free  treatment  under Section 355 of the Code (i) in the two years prior to
the date of this  Agreement  or (ii) in a  distribution  which  could  otherwise
constitute  part of a "plan" or  "series of related  transactions"  (within  the
meaning of Section 355(e) of the Code) in conjunction with the Merger.

     (n)  Neither  Parent  nor  any  of  its  Subsidiaries  (i)  engaged  in any
"intercompany  transactions"  in respect of which gain was and  continues  to be
deferred pursuant to Treasury Regulation Section 1.1502-13 or any predecessor or
successor  thereof or  analogous  or similar  provision  under  state,  local or
foreign Law; or (ii) has "excess  loss  accounts" in respect of the stock of any
Subsidiary pursuant to Treasury Regulation Section 1.1502-19, or any predecessor
or successor  thereof or analogous or similar  provision  under state,  local or
foreign Law.

     SECTION  4.17  Absence of  Questionable  Payments.  To Parent's  Knowledge,
neither Parent nor any of its  Subsidiaries  nor any director,  officer,  agent,
employee or other Person acting on behalf of Parent or any of its  Subsidiaries,
has used any  corporate  or other funds for  unlawful  contributions,  payments,
gifts or entertainment,  or made any unlawful expenditures relating to political
activity to government  officials or others or  established  or  maintained  any
unlawful or unrecorded  funds in violation of the Foreign Corrupt  Practices Act
of 1977,  as  amended,  or any  other  domestic  or  foreign  Law.  To  Parent's
Knowledge, neither Parent nor any of its Subsidiaries nor any director, officer,
agent,  employee  or other  Person  acting  on  behalf  of  Parent or any of its
Subsidiaries  has  accepted or received any  unlawful  contributions,  payments,
gifts or expenditures.


                                      -45-
<PAGE>

     SECTION 4.18 Material Contracts.

     (a) Set forth in Section  4.18(a) of the Parent  Disclosure  Schedule  is a
list of all contracts and  agreements  (and all  amendments,  modifications  and
supplements  thereto  and  all  side  letters  to  which  Parent  or  any of its
Subsidiaries is a party  affecting the  obligations of any party  thereunder) to
which Parent or any of its Subsidiaries is a party or by which any of its assets
or properties are bound that are material to the business,  assets or properties
of Parent and its Subsidiaries taken as a whole, including, to the extent any of
the following are,  individually or in the aggregate,  material to the business,
assets or properties of Parent and its Subsidiaries  taken as a whole,  all: (i)
employment,   severance,  product  design  or  development,  personal  services,
consulting,   non-competition  or  indemnification  contracts  (including,   any
contract  to  which  Parent  or any of its  Subsidiaries  is a  party  involving
employees of Parent),  but excluding  normal  indemnification  provisions  under
license  or  sale  contracts;  (ii)  licensing,  merchandising  or  distribution
agreements  involving the payment of more than $50,000 per year; (iii) contracts
granting a right of first  refusal or first  negotiation  involving in excess of
$50,000;  (iv) partnership or joint venture  agreements;  (v) agreements for the
acquisition,  sale or lease of  material  assets or  properties  of  Parent  (by
merger,  purchase or sale of assets or stock or  otherwise)  entered  into since
December 31, 2003;  (vi) contracts or agreements  with any  Governmental  Entity
involving  the  payment  of more than  $50,000  per year;  (vii)  loan or credit
agreements,  mortgages, indentures or other agreements or instruments evidencing
indebtedness for borrowed money by Parent or any of its Subsidiaries or any such
agreement pursuant to which indebtedness for borrowed money may be incurred,  in
each case  involving  in excess of $50,000;  (viii)  agreements  that purport to
limit,  curtail or restrict the ability of Parent or any of its  Subsidiaries to
compete in any geographic area or line of business;  (ix) assembly  (packaging),
testing, or supply agreements, in each case, involving in excess of $50,000; and
(x) commitments and agreements to enter into any of the foregoing (collectively,
together with any such  contracts  entered into in accordance  with Section 5.1,
the "Parent Material Contracts"). Section 4.18 of the Parent Disclosure Schedule
sets forth a list of all Parent  Material  Contracts  and Parent has  heretofore
made  available to the Company true,  correct,  and complete  copies of all such
Parent Material Contracts.

     (b)  To  Parent's   Knowledge,   each  of  the  Parent  Material  Contracts
constitutes  the  valid  and  legally  binding   obligation  of  Parent  or  its
Subsidiaries, enforceable in accordance with its terms, and is in full force and
effect.  There is no material default under any Parent Material  Contract either
by Parent (or its  Subsidiaries) or, to Parent's  Knowledge,  by any other party
thereto,  and no event has occurred that with the giving of notice, the lapse of
time,  or  both  would  constitute  a  default  thereunder  by  Parent  (or  its
Subsidiaries) or, to Parent's Knowledge, any other party. As of the date hereof,
no party has notified  Parent in writing that it intends to terminate or fail to
extend its contract  with Parent  within one year of the date of the  Agreement,
except for any such  termination or failure as would not have a Material Adverse
Effect on Parent and its Subsidiaries taken as a whole.

     (c) No party to any such  Parent  Material  Contract  has  given  notice to
Parent of or made a claim  against  Parent in respect of any material  breach or
default thereunder.

     (d)  Except  as set  forth in  Section  4.18(d)  of the  Parent  Disclosure
Schedule, no


                                      -46-
<PAGE>

consent of any third party is required under any Parent  Material  Contract as a
result of or in connection with, and the  enforceability  of any Parent Material
Contract  will not be affected in any manner by, the  execution,  delivery,  and
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby.

     SECTION 4.19 Subsidies. Section 4.19 of the Parent Disclosure Schedule sets
forth a list of all material grants, subsidies and similar arrangements directly
or  indirectly  between or among Parent or any of its  Subsidiaries,  on the one
hand, and any domestic or foreign  Governmental  Entity or any other Person,  on
the other  hand.  Except as set forth on Section  4.19 of the Parent  Disclosure
Schedule,  neither Parent nor any of its  Subsidiaries  has  requested,  sought,
applied for or entered into any material grant,  subsidy or similar  arrangement
directly or indirectly from or with any domestic or foreign  Governmental Entity
or any other Person.

     SECTION 4.20 Intellectual Property.

     (a) To Parent's  Knowledge,  and except as are not  reasonably  expected to
have a Material Adverse Effect on Parent and its Subsidiaries  taken as a whole:
(i) each item of Intellectual  Property is in compliance  with applicable  legal
requirements  relating  to  the  enforceability  or  maintenance  of  such  item
(including  payment of filing,  examination and  maintenance  fees and proofs of
working  or use,  as  applicable)  other  than  any  requirement  that  if,  not
satisfied,  would not result in a revocation or otherwise  materially affect the
enforceability of the item of Intellectual Property in question,  and Parent has
taken reasonable steps to protect such  Intellectual  Property;  (ii) Parent and
its  Subsidiaries own or have the right to use, free and clear of all Liens, all
Intellectual  Property  necessary for the operation of the  businesses of Parent
and its  Subsidiaries  as presently  conducted  and as presently  proposed to be
conducted;  (iii) each material item of  Intellectual  Property owned or used by
Parent and its  Subsidiaries  immediately  prior to the  Effective  Time will be
owned  or  available  for  use by the  Company  and  the  Surviving  Corporation
immediately  subsequent to the Effective Time; (iv) Parent and its  Subsidiaries
have  taken  all  action  deemed  by Parent  or the  relevant  Subsidiary  to be
necessary or reasonable,  but in no event less than all commercially  reasonable
action,   to  protect  and  preserve  the   confidentiality   of  all  technical
Intellectual Property not otherwise protected by patents, patent applications or
copyrights;  (v) Parent has had and  continues  to have a  requirement  that all
employees of Parent and its Subsidiaries must execute a non-disclosure agreement
which includes an agreement to assign to Parent or its  Subsidiaries  all rights
to Intellectual Property originated or invented by such employee relating to the
business  of  Parent  and  its  Subsidiaries;   and  (vi)  no  trade  secret  or
confidential  know-how  material  to  the  business  of  Parent  or  any  of its
Subsidiaries  as currently  operated  has been  disclosed  or  authorized  to be
disclosed to any third party, other than pursuant to a non-disclosure  agreement
that protects Parent's or such Subsidiary's proprietary interests in and to such
trade secrets and confidential know-how.

     (b)  Except  as set  forth in  Section  4.20(b)  of the  Parent  Disclosure
Schedule, to Parent's Knowledge,  neither Parent nor any of its Subsidiaries has
interfered with, infringed upon, misappropriated or otherwise come into conflict
with any Intellectual  Property rights of third parties,  and neither Parent nor
any of its  Subsidiaries  has  received any charge,  complaint,  claim or notice
alleging any such interference, infringement, misappropriation or violation that
remains  unresolved  and, if decided  adversely to Parent,  would be  reasonably
likely to have a


                                      -47-
<PAGE>

Material  Adverse Effect on Parent and  Subsidiaries  taken as a whole. No third
party  has,  to   Parent's   Knowledge,   interfered   with,   infringed   upon,
misappropriated  or otherwise come into conflict with any Intellectual  Property
rights  of  Parent  or its  Subsidiaries,  except  where  such  actions  are not
reasonably  expected  to  have a  Material  Adverse  Effect  on  Parent  and its
Subsidiaries taken as a whole.

     (c)  Section  4.20(c) of the Parent  Disclosure  Schedule  identifies  each
material item of Intellectual Property that any third party owns and that Parent
or any of its Subsidiaries  uses pursuant to license,  sublicense,  agreement or
permission that either (i) if such license, sublicense,  agreement or permission
were denied,  would  reasonably be expected to have a Material Adverse Effect on
Parent or its  Subsidiaries  taken as a whole,  or (ii) includes any unsatisfied
obligation to pay any royalty amount or any obligation to pay a royalty, whether
fixed or determined  based on usage,  following the Effective  Date in excess of
$10,000.  To  Parent's  Knowledge,   in  respect  of  each  such  item  of  used
Intellectual Property:

          (i) the license, sublicense, agreement or permission covering the item
     is legal, valid, binding, enforceable and in full force and effect;

          (ii) the licenses, sublicenses,  agreements or permissions will in all
     material respects continue to be legal, valid, binding,  enforceable and in
     full force and effect on identical terms following the Effective Time;

          (iii) no party to the license, sublicense,  agreement or permission is
     in breach or default,  and no event has occurred which with notice or lapse
     of time  would  constitute  a breach  or  default  or  permit  termination,
     modification  or  acceleration  thereunder  such as would  have a  Material
     Adverse Effect on Parent and its Subsidiaries taken as a whole; and

          (iv) no party to the license, sublicense,  agreement or permission has
     repudiated any provision thereof.

     (d)  Except  as set  forth in  Section  4.20(d)  of the  Parent  Disclosure
Schedule,  neither  Parent  nor  any of its  Subsidiaries  has  granted  (i) any
exclusive licenses (other than implied patent licenses in the ordinary course of
business) in any patents owned by Parent or any of its  Subsidiaries or (ii) any
exclusive licenses in any other Intellectual  Property owned by Parent or any of
its Subsidiaries to any third party.

     (e) Except as may have been given in  connection  with patent  licenses set
forth in Section 4.20(d) of Parent Disclosure  Schedule or given in the ordinary
course of business within the scope of Parent's standard terms and conditions of
sale,  neither Parent nor any of its  Subsidiaries has entered into any material
agreement to indemnify any other Person  against any charge of  infringement  or
misappropriation of any Intellectual Property.

     (f) The execution,  delivery and  performance by Parent of this  Agreement,
and the  consummation  of the  transactions  contemplated  hereby,  will not (i)
result  in the loss or  impairment  of,  or give  rise to any right of any third
party to terminate or alter, any of Parent's or


                                      -48-
<PAGE>

any of its Subsidiaries'  rights to own any of its Intellectual  Property except
as are not reasonably  expected to have a Material  Adverse Effect on Parent and
its  Subsidiaries  taken  as a  whole,  nor  (ii)  require  the  consent  of any
Governmental Entity or third party in respect of any such Intellectual  Property
that, if not obtained,  is reasonably expected to have a Material Adverse Effect
on Parent and its Subsidiaries taken as a whole.

     SECTION  4.21 Opinion of  Financial  Advisor.  Parent Board has received an
oral opinion from its financial advisor prior to the date of this Agreement,  to
the effect that, as of such date, the Exchange Ratio is fair to the stockholders
of Parent from a financial point of view.

     SECTION  4.22  Brokers.  Except  as set  forth in  Section  4.22 of  Parent
Disclosure Schedule, no broker, finder, investment banker or other Person (other
than Parent's  Financial  Advisor,  a true and correct copy of whose  engagement
letter has been provided to the Company) is entitled to any brokerage,  finder's
or other fee or  commission  or expense  reimbursement  in  connection  with the
transactions  contemplated by this Agreement based upon arrangements made by and
on behalf of Parent or any of its affiliates.

     SECTION 4.23 Nevada Combination Statute.  Parent Board has taken all action
required so that the restrictions  contained in Sections 78.411 to 78.444 of the
Nevada  General  Corporations  Law ("NRS")  applicable  to a  "combination"  (as
defined  in NRS ss.  78.416)  will  not  apply  to the  execution,  delivery  or
performance  of this  Agreement  or the  consummation  of the  Merger.  No other
anti-takeover  Laws  of any  state  are  applicable  to  this  Agreement  or the
transactions contemplated hereby.

                                   ARTICLE V
               COVENANTS RELATED TO CONDUCT OF COMPANY'S BUSINESS

     SECTION  5.1 Conduct of  Business  of the  Company.  Except as set forth in
Section 5.1 of the Company Disclosure Schedule,  as consented to by Parent or as
contemplated  by this  Agreement,  during the period from the date hereof to the
Effective  Time, the Company will, and will cause each of its  Subsidiaries  to,
conduct its  operations in the ordinary and usual course of business  consistent
with past  practice  and use  reasonable  best  efforts to  preserve  intact its
current  business  organizations,  keep  available  the  service of its  current
officers  and key  employees  and  preserve its  relationships  with  customers,
suppliers and others having  business  dealings with it to the end that goodwill
and ongoing  businesses shall not be materially  impaired at the Effective Time.
Without  limiting  the  generality  of the  foregoing,  and except as  otherwise
expressly provided in this Agreement or in Section 5.1 of the Company Disclosure
Schedule,  prior to the  Effective  Time,  neither  the  Company  nor any of its
Subsidiaries will, without the prior written consent of Parent:

          (a) amend its charter or bylaws (or other  similar  organizational  or
     governing instruments);

          (b) authorize for issuance, issue, sell, deliver or agree or commit to
     issue,  sell or deliver  (whether  through  the  issuance  or  granting  of
     options,  warrants,  commitments,  subscriptions,  rights  to  purchase  or
     otherwise) any stock of any class or any other


                                      -49-
<PAGE>

     securities  convertible  into or  exchangeable  for any stock or any equity
     equivalents  (including,  any stock options or stock appreciation  rights),
     except for (x) the  issuance  of Shares upon the  exercise  of  outstanding
     Company Stock Options, and the grant to newly hired officers,  employees or
     agents (in the ordinary  course of business  consistent with past practice)
     of additional Company Stock Options after the date hereof to purchase up to
     250,000  additional  Shares  and the  issuance  of shares  on the  exercise
     thereof (y) the issuance of Shares upon the exercise of outstanding Company
     Warrants and (z) the issuance of Shares upon the  conversion of outstanding
     Company Convertible Notes;

          (c) (i) split,  combine or reclassify any shares of its capital stock;
     (ii) declare, set aside or pay any dividend or other distribution  (whether
     in cash,  stock or property or any  combination  thereof) in respect of its
     capital  stock (other than any  dividends or  distributions  payable to the
     Company or its Subsidiaries);  (iii) make any other actual, constructive or
     deemed  distribution  in  respect  of any  shares of its  capital  stock or
     otherwise  make any  payments  to  stockholders  in their  capacity as such
     (other  than  any   distributions   or  payments  to  the  Company  or  its
     Subsidiaries);  or (iv) redeem,  repurchase or otherwise acquire any of its
     securities or any securities of any of its Subsidiaries;

          (d) adopt a plan of  complete  or  partial  liquidation,  dissolution,
     merger,   consolidation,    restructuring,    recapitalization   or   other
     reorganization  of the Company or any of its  Subsidiaries  (other than the
     Merger);

          (e) alter through merger, liquidation,  reorganization,  restructuring
     or in any  other  fashion  the  corporate  structure  or  ownership  of any
     Subsidiary of Company;

          (f) (i) incur or assume any indebtedness for borrowed money other than
     under  existing  credit  facilities  (or  any  renewals,   replacements  or
     extensions  that do not  increase  the  aggregate  commitments  thereunder)
     except (A) in the  ordinary and usual  course of business  consistent  with
     past  practice  or  (B) in  connection  with  any  acquisition  or  capital
     expenditure permitted by this Section 5.1; (ii) assume, guarantee,  endorse
     or otherwise become liable or responsible  (whether directly,  contingently
     or  otherwise)  for the  obligations  of any  other  Person,  except in the
     ordinary and usual course of business  consistent  with past practice,  and
     except for obligations of the  Subsidiaries of the Company;  (iii) make any
     loans,  advances or capital  contributions to, or investments in, any other
     Person (other than (A) any  acquisition  permitted by this Section 5.1, (B)
     loans,  advances or capital contributions to or investments in Subsidiaries
     of the Company, (C) loans or advances to employees of the Company or any of
     its  Subsidiaries in the ordinary  course of business  consistent with past
     practice or (D) extensions of credit to customers in the ordinary course of
     business consistent with past practice);  (iv) pledge or otherwise encumber
     shares of capital stock of the Company or its  Subsidiaries;  or (v) create
     or assume  any Lien on any  material  assets of the  Company  or any of its
     Subsidiaries  other  than in the  ordinary  and usual  course  of  business
     consistent with past practice;

          (g) (i) increase in any manner the  compensation or fringe benefits of
     any director, officer or employee except in the ordinary course of business
     consistent with


                                      -50-
<PAGE>

     past  practice or pay any benefit not required by any plan and  arrangement
     as in effect  as of the date  hereof or grant  any  completion  bonuses  or
     change  of  control  payments  in  respect  of the  Merger  or that will be
     affected thereby; (ii) except in the ordinary course of business consistent
     with past  practice,  promote  or change  the  classification  or status in
     respect  of  or  hire  any  employee  or  individual;  or  (iii)  make  any
     contributions  or other  deposits to any trust that is not qualified  under
     Section 501(a) of the Code;

          (h) acquire, sell, lease or dispose of any material assets outside the
     ordinary and usual course of business  consistent with past practice or any
     assets  which  in the  aggregate  are  material  to  the  Company  and  its
     Subsidiaries  taken as a whole,  other than to grant extensions or renewals
     in the ordinary course of business consistent with past practice;

          (i)  except  as may be  required  as a result of a change in Law or in
     GAAP,  make any  material  change in any of the  accounting  principles  or
     practices used by it;

          (j) revalue in any  material  respect  any of its  assets,  including,
     writing  down the  value of  inventory  or  writing-off  notes or  accounts
     receivable  other  than  in the  ordinary  and  usual  course  of  business
     consistent with past practice or as required by GAAP;

          (k) (i) acquire (by merger,  consolidation  or acquisition of stock or
     assets) any  corporation,  partnership  or other business  organization  or
     division  thereof or any equity  interest  therein;  (ii) other than in the
     ordinary and usual course of business consistent with past practice,  enter
     into any material  contract or  agreement or amend in any material  respect
     any of the Company  Material  Contracts  or the  agreements  referred to in
     Section 3.18;  (iii) authorize any new capital  expenditure or expenditures
     which are not provided for in the  Company's  current  capital  expenditure
     plan  and  which,  individually,  is in  excess  of  $100,000  or,  in  the
     aggregate,  are in  excess of  $500,000;  or (iv)  enter  into or amend any
     contract, agreement,  commitment or arrangement providing for the taking of
     any action that would be prohibited hereunder;

          (l) make or revoke  any Tax  election,  or settle  or  compromise  any
     material  Tax  liability,  or  change  (or  make a  request  to any  taxing
     authority  to  change)  any  aspect  of its  method of  accounting  for Tax
     purposes;

          (m) pay,  discharge or satisfy any  material  claims,  liabilities  or
     obligations  (absolute,  accrued,  asserted or  unasserted,  contingent  or
     otherwise),  other  than the  payment,  discharge  or  satisfaction  in the
     ordinary and usual course of business  consistent  with past practice or in
     accordance with their terms of liabilities  reflected,  or reserved against
     in,  the  consolidated   financial   statements  of  the  Company  and  its
     Subsidiaries  or incurred  since the date of such  financial  statements or
     waive  the   benefits   of,  or  agree  to  modify  in  any   manner,   any
     confidentiality,  standstill  or  similar  agreement  related to a business
     combination  involving  the  Company  to which  the  Company  or any of its
     Subsidiaries is a party;


                                      -51-
<PAGE>

          (n) settle or  compromise  any pending or threatened  suit,  action or
     claim relating to the transactions contemplated hereby;

          (o) enter into any agreement or  arrangement  that limits or otherwise
     restricts the Company or any of its  Subsidiaries or any successor  thereto
     or that could,  after the Effective  Time,  limit or restrict the Surviving
     Corporation and its affiliates (including Parent) or any successor thereto,
     from  engaging or  competing  in any line of business or in any  geographic
     area;

          (p) fail to comply in any material  respect with any Law applicable to
     the Company, its Subsidiaries, or their respective assets;

          (q) enter  into any  direct or  indirect  arrangements  for  financial
     subsidies from a Governmental Entity;

          (r)  adopt,  enter  into,  amend,  alter or  terminate  (partially  or
     completely) any Company Benefit Plan or Company Employee Arrangement except
     as  contemplated  by this Agreement or to the extent required by applicable
     Law;

          (s) enter into any contract with an officer, director, employee, agent
     or other similar  representative  of the Company or any of its Subsidiaries
     that is not terminable,  without penalty or other liability,  upon not more
     than 60 calendar days' notice;

          (t)  declare,  set aside,  or pay any  dividends  on or make any other
     distributions  (whether in cash,  stock,  or property) in respect of any of
     the Company's  capital  stock,  or split,  combine or reclassify any of the
     Company's  capital  stock or issue or  authorize  the issuance of any other
     securities  in  respect  of, in lieu of or in  substitution  for  shares of
     capital stock,  or  repurchase,  redeem or otherwise  acquire,  directly or
     indirectly,  any shares of its capital stock (or options, warrants or other
     rights  exercisable  therefore),  except upon  termination of employment at
     cost; or

          (u) take,  propose to take,  or agree in writing or otherwise to take,
     any  of  the  actions  described  in  Sections  5.1(a)  through  5.1(t)  or
     intentionally  take any action which would cause the condition set forth in
     Section 8.2(a) not to be satisfied.

     SECTION 5.2 Company Strategic  Alliances and Acquisitions.  Notwithstanding
anything to the  contrary  contained in this  Article V or this  Agreement,  the
Company may continue to pursue and  consummate  strategic  alliance and business
acquisitions  transactions.  The Company  shall  obtain the  written  consent of
Parent  prior to  entering  into a binding  agreement  with  respect to any such
transaction.

     SECTION 5.3 Access to Information.

     (a)  Between  the  date  hereof  and the  Effective  Time  and  subject  to
applicable Law, the Company will give Parent and Merger Sub and their authorized
representatives   (including   counsel,   financial   advisors,    environmental
consultants and auditors) reasonable access to all


                                      -52-
<PAGE>

employees, plants, offices, warehouses and other facilities and to all books and
records of the Company and its  Subsidiaries,  will permit Parent and Merger Sub
to make such  inspections as Parent and Merger Sub may reasonably  require,  and
will  cause the  Company's  officers  and those of its  Subsidiaries  to furnish
Parent  and  Merger  Sub with  such  financial  and  operating  data  and  other
information in respect of the business,  properties and personnel of the Company
and its  Subsidiaries  as Parent or Merger Sub may from time to time  reasonably
request,  provided that no  investigation  pursuant to this Section 5.3(a) shall
affect or be deemed to modify any of the  representations  or warranties made by
the Company; provided, however, that nothing contained in this Section 5.3 shall
be  interpreted  to require  the  Company  to  disclose  any source  code or any
information  which it is prohibited from  disclosing  pursuant to the terms of a
confidentiality undertaking to a third party.

     (b) Between  the date  hereof and the  Effective  Time,  the Company  shall
furnish  to Parent  and  Merger  Sub (i)  within  five  Business  Days after the
delivery thereof to management,  such monthly  financial  statements and data as
are regularly  prepared for  distribution to Company  management and (ii) at the
earliest time they are available, such quarterly and annual financial statements
as are prepared for the Company  Board,  which shall be in  accordance  with the
books and records of the Company.

     (c) The Company will hold and will cause its authorized  representatives to
hold in confidence  all documents  and  information  furnished to the Company in
connection with the transactions  contemplated by this Agreement pursuant to the
terms of that certain Confidentiality Agreement entered into between the Company
and Parent dated June 11, 2003 (the  "Confidentiality  Agreement"),  which shall
survive any termination of this Agreement in all respects.



                                   ARTICLE VI
              COVENANTS Related to THE CONDUCT OF PARENT'S BUSINESS

     SECTION  6.1  Conduct of  Business  of the  Parent.  Except as set forth in
Section 6.1 of the Parent Disclosure Schedule, as consented to by the Company or
as contemplated by this Agreement, during the period from the date hereof to the
Effective Time, Parent will, and will cause each of its Subsidiaries to, conduct
its operations in the ordinary and usual course of business consistent with past
practice and use reasonable best efforts to preserve intact its current business
organizations,  keep  available  the  service of its  current  officers  and key
employees and preserve its  relationships  with customers,  suppliers and others
having business dealings with it to the end that goodwill and ongoing businesses
shall not be materially  impaired at the Effective  Time.  Without  limiting the
generality of the foregoing,  and except as otherwise expressly provided in this
Agreement  or in Section  6.1 of the Parent  Disclosure  Schedule,  prior to the
Effective Time,  neither Parent nor any of its  Subsidiaries  will,  without the
prior written consent of the Company:

          (a) amend its charter or bylaws (or other  similar  organizational  or
     governing instruments);


                                      -53-
<PAGE>

          (b) authorize for issuance, issue, sell, deliver or agree or commit to
     issue,  sell or deliver  (whether  through  the  issuance  or  granting  of
     options,  warrants,  commitments,  subscriptions,  rights  to  purchase  or
     otherwise) any stock of any class or any other securities  convertible into
     or exchangeable  for any stock or any equity  equivalents  (including,  any
     stock options or stock appreciation rights), except for (x) the issuance of
     Shares upon the exercise of outstanding Parent Stock Options, and the grant
     to newly hired  officers,  employees or agents (in the  ordinary  course of
     business  consistent with past practice) of additional Parent Stock Options
     after the date hereof to purchase up to 250,000  additional  Shares and the
     issuance of shares on the exercise thereof, (y) the issuance of shares upon
     the exercise of outstanding  Parent warrants and (z) the issuance of shares
     upon the conversion of outstanding Parent convertible notes;

          (c) (i) split,  combine or reclassify any shares of its capital stock;
     (ii) declare, set aside or pay any dividend or other distribution  (whether
     in cash,  stock or property or any  combination  thereof) in respect of its
     capital stock (other than any dividends or distributions  payable to Parent
     or its Subsidiaries);  (iii) make any other actual,  constructive or deemed
     distribution  in respect of any shares of its  capital  stock or  otherwise
     make any payments to stockholders in their capacity as such (other than any
     distributions or payments to Parent or its  Subsidiaries);  or (iv) redeem,
     repurchase or otherwise  acquire any of its securities or any securities of
     any of its Subsidiaries;

          (d) adopt a plan of  complete  or  partial  liquidation,  dissolution,
     merger,   consolidation,    restructuring,    recapitalization   or   other
     reorganization  of  Parent  or any  of its  Subsidiaries  (other  than  the
     Merger);

          (e) alter through merger, liquidation,  reorganization,  restructuring
     or in any  other  fashion  the  corporate  structure  or  ownership  of any
     Subsidiary of Parent;

          (f) (i) incur or assume any indebtedness for borrowed money other than
     under  existing  credit  facilities  (or  any  renewals,   replacements  or
     extensions  that do not  increase  the  aggregate  commitments  thereunder)
     except (A) in the  ordinary and usual  course of business  consistent  with
     past  practice  or  (B) in  connection  with  any  acquisition  or  capital
     expenditure permitted by this Section 6.1; (ii) assume, guarantee,  endorse
     or otherwise become liable or responsible  (whether directly,  contingently
     or  otherwise)  for the  obligations  of any  other  Person,  except in the
     ordinary and usual course of business  consistent  with past practice,  and
     except for obligations of the Subsidiaries of Parent; (iii) make any loans,
     advances or capital  contributions  to, or investments in, any other Person
     (other than (A) any  acquisition  permitted by this Section 6.1, (B) loans,
     advances or capital  contributions  to or  investments in  Subsidiaries  of
     Parent,  (C)  loans  or  advances  to  employees  of  Parent  or any of its
     Subsidiaries  in the  ordinary  course  of  business  consistent  with past
     practice or (D) extensions of credit to customers in the ordinary course of
     business consistent with past practice);  (iv) pledge or otherwise encumber
     shares of  capital  stock of Parent or its  Subsidiaries;  or (v) create or
     assume any Lien on any material assets of Parent or any of its Subsidiaries
     other than in the  ordinary and usual  course of business  consistent  with
     past practice;


                                      -54-
<PAGE>

          (g) (i) increase in any manner the  compensation or fringe benefits of
     any director, officer or employee except in the ordinary course of business
     consistent  with past  practice or pay any benefit not required by any plan
     and  arrangement as in effect as of the date hereof or grant any completion
     bonuses or change of control payments in respect of the Merger or that will
     be  affected  thereby;  (ii)  except in the  ordinary  course  of  business
     consistent  with past  practice,  promote or change the  classification  or
     status in respect of or hire any employee or individual;  or (iii) make any
     contributions  or other  deposits to any trust that is not qualified  under
     Section 501(a) of the Code;

          (h) acquire, sell, lease or dispose of any material assets outside the
     ordinary and usual course of business  consistent with past practice or any
     assets which in the aggregate  are material to Parent and its  Subsidiaries
     taken as a  whole,  other  than to  grant  extensions  or  renewals  in the
     ordinary course of business consistent with past practice;

          (i)  except  as may be  required  as a result of a change in Law or in
     GAAP,  make any  material  change in any of the  accounting  principles  or
     practices used by it;

          (j)  revalue in any  material  respect  any of its  assets,  including
     writing  down the  value of  inventory  or  writing-off  notes or  accounts
     receivable  other  than  in the  ordinary  and  usual  course  of  business
     consistent with past practice or as required by GAAP;

          (k) (i) acquire (by merger,  consolidation  or acquisition of stock or
     assets) any  corporation,  partnership  or other business  organization  or
     division  thereof or any equity  interest  therein;  (ii) other than in the
     ordinary and usual course of business consistent with past practice,  enter
     into any material  contract or  agreement or amend in any material  respect
     any of the Parent  Material  Contracts  or the  agreements  referred  to in
     Section 4.18;  (iii) authorize any new capital  expenditure or expenditures
     which are not provided for in Parent's current capital expenditure plan and
     which, individually,  is in excess of $100,000 or, in the aggregate, are in
     excess of $500,000;  or (iv) enter into or amend any  contract,  agreement,
     commitment or arrangement providing for the taking of any action that would
     be prohibited hereunder;

          (l) make or revoke  any Tax  election,  or settle  or  compromise  any
     material  Tax  liability,  or  change  (or  make a  request  to any  taxing
     authority  to  change)  any  aspect  of its  method of  accounting  for Tax
     purposes;

          (m) pay,  discharge or satisfy any  material  claims,  liabilities  or
     obligations  (absolute,  accrued,  asserted or  unasserted,  contingent  or
     otherwise),  other  than the  payment,  discharge  or  satisfaction  in the
     ordinary and usual course of business  consistent  with past practice or in
     accordance with their terms of liabilities  reflected,  or reserved against
     in, the consolidated financial statements of Parent and its Subsidiaries or
     incurred since the date of such financial  statements or waive the benefits
     of, or agree to modify in any manner,  any  confidentiality,  standstill or
     similar  agreement  related to a business  combination  involving Parent to
     which Parent or any of its Subsidiaries is a party;


                                      -55-
<PAGE>

          (n) settle or  compromise  any pending or threatened  suit,  action or
     claim relating to the transactions contemplated hereby;

          (o) enter into any agreement or  arrangement  that limits or otherwise
     restricts  Parent or any of its  Subsidiaries  or any successor  thereto or
     that could,  after the  Effective  Time,  limit or restrict  the  Surviving
     Corporation  and its  affiliates  (including  the Company) or any successor
     thereto,  from  engaging  or  competing  in any line of  business or in any
     geographic area;

          (p) fail to comply in any material  respect with any Law applicable to
     Parent, its Subsidiaries, or their respective assets;

          (q) enter  into any  direct or  indirect  arrangements  for  financial
     subsidies from a Governmental Entity;

          (r)  adopt,  enter  into,  amend,  alter or  terminate  (partially  or
     completely) any Parent Benefit Plan or Parent Employee  Arrangement  except
     as  contemplated  by this Agreement or to the extent required by applicable
     Law;

          (s) enter into any contract with an officer, director, employee, agent
     or other similar  representative  of Parent or any of its Subsidiaries that
     is not terminable,  without penalty or other liability,  upon not more than
     60 calendar days' notice;

          (t)  declare,  set aside,  or pay any  dividends  on or make any other
     distributions  (whether in cash,  stock,  or property) in respect of any of
     Parent's  capital  stock,  or split,  combine or reclassify any of Parent's
     capital stock or issue or authorize the issuance of any other securities in
     respect of, in lieu of or in  substitution  for shares of capital stock, or
     repurchase, redeem or otherwise acquire, directly or indirectly, any shares
     of its capital  stock (or  options,  warrants or other  rights  exercisable
     therefore), except upon termination of employment at cost; or

          (u) take,  propose to take,  or agree in writing or otherwise to take,
     any  of  the  actions  described  in  Sections  6.1(a)  through  6.1(t)  or
     intentionally  take any action which would cause the condition set forth in
     Section 8.2(a) not to be satisfied.

     SECTION 6.2 Access to Information.

     (a)  Between  the  date  hereof  and the  Effective  Time  and  subject  to
applicable  Law,  Parent will give  Company and its  authorized  representatives
(including counsel, financial advisors,  environmental consultants and auditors)
reasonable  access  to all  employees,  plants,  offices,  warehouses  and other
facilities  and to all books and  records of Parent and its  Subsidiaries,  will
permit Company to make such inspections as Company may reasonably  require,  and
will cause Parent's  officers and those of its  Subsidiaries  to furnish Company
with such financial and operating  data and other  information in respect of the
business, properties and personnel of Parent and its Subsidiaries as Company may
from time to time reasonably request, provided that no investigation pursuant to
this Section 6.3(a) shall affect or be deemed to modify


                                      -56-
<PAGE>

any of the representations or warranties made by Parent; provided, however, that
nothing  contained in this Section 6.3 shall be interpreted to require Parent to
disclose  any  source  code  or any  information  which  it is  prohibited  from
disclosing  pursuant to the terms of a  confidentiality  undertaking  to a third
party.

     (b) Between the date hereof and the Effective Time, Parent shall furnish to
Company (i) within five Business Days after the delivery  thereof to management,
such  monthly  financial  statements  and  data as are  regularly  prepared  for
distribution  to  Parent  management  and  (ii) at the  earliest  time  they are
available,  such quarterly and annual  financial  statements as are prepared for
Parent Board, which shall be in accordance with the books and records of Parent.

     (c) Parent will hold and will cause its authorized  representatives to hold
in confidence  all documents and  information  furnished to Parent in connection
with the  transactions  contemplated by this Agreement  pursuant to the terms of
the  Confidentiality  Agreement,  which shall  survive any  termination  of this
Agreement in all respects

                                  ARTICLE VII
                              ADDITIONAL AGREEMENTS

     SECTION 7.1  Preparation of S-4 and the Joint Proxy  Statement.  Parent and
the Company will, as promptly as practicable,  (i) jointly prepare and will file
with the SEC the  Joint  Proxy  Statement  in  connection  with the votes of the
stockholders of the Company and  shareholders of Parent in respect of the Merger
and other matters  related  thereto,  and (ii) Parent will file with the SEC the
S-4 in connection with the  registration  under the Securities Act of the shares
of Parent  Common Stock  issuable  upon  conversion  of the Shares and the other
transactions  contemplated  hereby,  in which the Joint Proxy  Statement will be
included  as a  prospectus.  Parent and the Company  will,  and will cause their
accountants  and lawyers to, use their  reasonable best efforts to have or cause
the S-4 to be declared  effective as promptly as  practicable  after filing with
the SEC,  including  causing their  accountants to deliver necessary or required
instruments such as opinions, consents and certificates, and will take any other
action required or necessary to be taken under federal or state  securities Laws
or otherwise in connection with the registration  process (other than qualifying
to do business in any jurisdiction  which it is not now so qualified or filing a
general  consent to service of process in any  jurisdiction).  The  Company  and
Parent shall, as promptly as practicable  after the receipt thereof,  provide to
the other party copies of any written comments and advise the other party of any
oral  comments in respect of the Joint Proxy  Statement or the S-4 received from
the staff of the SEC. Each of the Company and Parent will provide the other with
a reasonable opportunity to review and comment on any amendment or supplement to
the Joint Proxy  Statement  prior to filing with the SEC and will  provide  each
other with a copy of all such  filings  with the SEC.  Parent  will  provide the
Company with a reasonable  opportunity to review and comment on any amendment or
supplement on the S-4 prior to filing with SEC and will provide the Company with
a copy of all such  filings  with the  SEC.  Parent  will  advise  the  Company,
promptly  after it receives  notice  thereof,  of the time when the Form S-4 has
become  effective or any supplement or amendment has been filed, the issuance of
any stop order,  the suspension of the  qualification of the Parent Common Stock
issuable in connection with the Merger for offering or sale in any jurisdiction,
or any request by the SEC for amendment of the Form S-4 or comments  thereon and
responses


                                      -57-
<PAGE>

thereto or requests by the SEC for additional  information.  Each of the Company
and  Parent  will use its  reasonable  best  efforts  to cause the  Joint  Proxy
Statement to be mailed to its stockholders at the earliest practicable date.

     SECTION 7.2 Letter of Accountants.

     (a) The  Company  shall  use all  reasonable  best  efforts  to cause to be
delivered to Parent a letter of Bierwolf,  Nilson &  Associates,  the  Company's
independent  auditors,  dated  as of the  date on  which  the S-4  shall  become
effective and addressed to Parent, in form and substance reasonably satisfactory
to Parent  and  customary  in scope  and  substance  for  letters  delivered  by
independent  public  accountants  in  connection  with  registration  statements
similar to the S-4.

     (b) Parent shall use all  reasonable  best efforts to cause to be delivered
to the  Company  a letter  of  Grant  Thornton  LLP,  the  Parent's  independent
auditors,  dated as of the date on which  the S-4  shall  become  effective  and
addressed to the Company, in form and substance  reasonably  satisfactory to the
Company  and  customary  in  scope  and  substance  for  letters   delivered  by
independent  public  accountants  in  connection  with  registration  statements
similar to the S-4.

     SECTION 7.3 Meetings.

     (a) The Company shall take all lawful action to (i) cause a special meeting
of its stockholders  (the "Company  Stockholder  Meeting") to be duly called and
held as soon as practicable  after the effective date of the S-4 for the purpose
of voting on the  approval and  adoption of this  Agreement  and approval of the
Merger and related matters and (ii) subject to applicable  Law,  solicit proxies
from its stockholders to obtain the Company  Requisite Vote for the approval and
adoption of this  Agreement and approval of the Merger.  The Company Board shall
recommend  approval and adoption of this Agreement and approval of the Merger by
the Company's  stockholders  and the Company Board shall not withdraw,  amend or
modify in a manner adverse to Parent such  recommendation  (or announce publicly
its intention to do so).

     (b) Parent shall take all lawful  action to (i) cause a special  meeting of
its stockholders (the "Parent  Stockholder  Meeting") to be duly called and held
as soon as  practicable  after the effective  date of the S-4 for the purpose of
(A) voting on the approval and  adoption of this  Agreement  and approval of the
Merger and related matters,  (B) voting on the approval and authorization of the
increase of Parent's  authorized  shares of common stock to an amount sufficient
for the  consummation of the  transactions  contemplated by this Agreement,  (C)
voting on the approval and  authorization of the 2004 Equity Incentive Plan, and
(D) voting on the  approval  of a change of Parent's  name to "Trinity  Learning
Corporation";  and (ii)  subject to  applicable  Law,  solicit  proxies from its
stockholders  to obtain the Parent  Requisite Vote for the approval and adoption
of this  Agreement  and  approval of the Merger.  Parent  Board shall  recommend
approval and adoption of this  Agreement and approval of (A), (B), (C), and (D),
above,  by the Parent's  stockholders  and the Parent Board shall not  withdraw,
amend or modify in a manner  adverse  to the  Company  such  recommendation  (or
announce publicly its intention to do so).


                                      -58-
<PAGE>

     SECTION 7.4 Government Filings; Reasonable Best Efforts; Litigation.

     (a) Subject to the terms and  conditions of this  Agreement and  applicable
Law,  each party will use its  reasonable  best efforts to take,  or cause to be
taken, all actions and to do, or cause to be done, all things necessary,  proper
or  advisable  under  applicable  Laws to  consummate  the  Merger and the other
transactions   contemplated  by  this  Agreement.  In  furtherance  and  not  in
limitation of the foregoing,  each party hereto shall, if required under the HSR
Act, (i) make an appropriate  filing of a Notification  and Report Form pursuant
to the HSR Act in respect of the transactions contemplated hereby as promptly as
practicable  and in any event within ten Business Days of the date hereof and to
supply as promptly as practicable  any additional  information  and  documentary
material  that may be requested  pursuant to the HSR Act and use its  reasonable
best efforts to take, or cause to be taken,  all other actions  consistent  with
this  Section  6.4  necessary  to cause the  expiration  or  termination  of the
applicable  waiting periods under the HSR Act as soon as  practicable;  and (ii)
make appropriate  filings required under any other applicable  Antitrust Law (as
hereinafter  defined)  in respect  of the  transactions  contemplated  hereby as
promptly as practicable  and to supply as promptly as practicable any additional
information  and  documentary  material that may be requested by the  applicable
Governmental  Entities  administering  such  Laws  and use its  reasonable  best
efforts to take,  or cause to be taken,  all other action  consistent  with this
Section 6.4 necessary to secure the  applicable  clearances  or approvals  under
such Laws as soon as  practicable.  For purposes of this  Agreement,  "Antitrust
Law" means the Sherman  Act, as amended,  the Clayton  Act, as amended,  the HSR
Act, the Federal Trade  Commission Act, as amended,  and all other Laws that are
designed or  intended to  prohibit,  restrict  or  regulate  actions  having the
purpose  or effect of  monopolization  or  restraint  of trade or  lessening  of
competition through merger or acquisition.

     (b) Each of Parent and the Company  shall,  in connection  with the efforts
referenced   in  Section   7.4(a)  to  obtain  all   requisite   approvals   and
authorizations for the transactions contemplated by this Agreement under the HSR
Act or any other  Antitrust  Law, use its  reasonable  best  efforts  subject to
applicable  Law to (i)  cooperate in all respects  with each other in connection
with any filing or submission and in connection with any  investigation or other
inquiry,  including any proceeding  initiated by a private party;  (ii) keep the
other party  informed in all  material  respects of any  material  communication
received  by such  party  from,  or given by such party to,  the  Federal  Trade
Commission (the "FTC"), the Antitrust Division of the Department of Justice (the
"DOJ")  or any  other  Governmental  Entity  and of any  material  communication
received or given in connection  with any proceeding by a private party, in each
case regarding any of the transactions contemplated hereby; and (iii) permit the
other  party to review any  material  communication  given by it to, and consult
with each other in advance of any meeting or conference  with,  the FTC, the DOJ
or any such other domestic or foreign Governmental Entity or, in connection with
any  proceeding by a private  party,  with any other  Person,  and to the extent
permitted  by the FTC,  the DOJ or such  other  applicable  domestic  or foreign
Governmental  Entity or other Person,  give the other party the  opportunity  to
attend and participate in such meetings and conferences.

     (c) In  furtherance  and not in  limitation of the covenants of the parties
contained  in Sections  7.4(a) and (b),  each of Parent and the  Company  shall,
subject to  applicable  Law,  use its  reasonable  best  efforts to resolve such
objections if any, as may be asserted by a Governmental


                                      -59-
<PAGE>

Entity or other Person in respect of the transactions  contemplated hereby under
any Antitrust Law. In connection with the foregoing,  if any  administrative  or
judicial  action or proceeding,  including any proceeding by a private party, is
instituted  (or  threatened  to  be  instituted)   challenging  any  transaction
contemplated by this Agreement as violative of any Antitrust Law, each of Parent
and the Company  shall  cooperate  in all  respects  with each other and use its
respective  reasonable  best  efforts to contest  and resist any such  action or
proceeding  and to have  vacated,  lifted,  reversed or  overturned  any decree,
judgment,   injunction  or  other  order,  whether  temporary,   preliminary  or
permanent,  that  is  in  effect  and  that  prohibits,  prevents  or  restricts
consummation of the transactions contemplated by this Agreement. Notwithstanding
the foregoing or any other provision of this Agreement,  nothing in this Section
7.4 shall (i) limit a party's  right to  terminate  this  Agreement  pursuant to
Section  9.2 so long as such  party  has up to  then  complied  in all  material
respects with its  obligations  under this Section 7.4,  (ii) require  Parent to
dispose or hold  separate any part of its business or operations or agree not to
compete in any  geographic  area or line of business or (iii) require  Parent to
dispose or hold  separate any part of the  Company's  business or  operations or
agree to cause the  Company  not to  compete in any  geographic  area or line of
business which would in any such case impair in any material  respect any of the
benefits  intended to be derived by Parent after the Effective  Time as a result
of the Merger.

     (d) The Company agrees that in connection with any litigation  which may be
brought  against  the  Company or its  directors  relating  to the  transactions
contemplated  hereby, the Company will keep Parent, and any counsel which Parent
may retain at its own expense, informed of the course of such litigation, to the
extent Parent is not otherwise a party thereto.  The Company agrees that it will
consult with Parent prior to entering  into any  settlement or compromise of any
such litigation,  and that no such settlement or compromise will be entered into
without Parent's prior written consent,  which consent shall not be unreasonably
withheld.

     SECTION 7.5  Acquisition  Proposals.  Until the  Effective  Time or earlier
termination of this  Agreement  pursuant to Article IX and except as provided in
Section 5.2,  neither  Parent nor the Company will,  nor will they permit any of
their  Subsidiaries to, nor will they authorize or permit any officer,  director
or employee of or any investment banker,  attorney,  accountant or other advisor
or  representative  of,  Parent or the  Company,  respectively,  or any of their
Subsidiaries to, directly or indirectly,  (i) solicit, initiate or encourage the
submission of any Acquisition Proposal or (ii) participate in any discussions or
negotiations  regarding, or furnish to any Person any information in respect of,
or take  any  other  action  to  facilitate,  any  Acquisition  Proposal  or any
inquiries or the making of any proposal that  constitutes,  or may reasonably be
expected to lead to, any Acquisition Proposal.  "Acquisition  Proposal" means an
inquiry,  offer or  proposal  regarding  any of the  following  (other  than the
transactions  contemplated by this Agreement) involving Parent,  Merger Sub, the
Company or any of their respective Subsidiaries:  (w) any merger, consolidation,
share  exchange,   recapitalization,   business  combination  or  other  similar
transaction;  (x) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition  of all or  substantially  all  the  assets  of such  party  and its
Subsidiaries,  taken as a whole,  in a single  transaction  or series of related
transactions;  (y) any tender  offer or  exchange  offer for 20% or more of such
party's  outstanding shares or the filing of a registration  statement under the


                                      -60-
<PAGE>

Securities  Act in connection  therewith;  or (z) any public  announcement  of a
proposal,  plan or  intention  to do any of the  foregoing  or any  agreement to
engage in any of the foregoing.

     SECTION  7.6  Public  Announcements.  Each of  Parent,  Merger  Sub and the
Company will  mutually  agree on the issuance of any press  release or otherwise
making any public statements in respect of the transactions contemplated by this
Agreement,  including, the Merger, and shall not issue any such press release or
make  any  such  public  statement  prior to such  agreement,  except  as may be
required by applicable Law or by obligations  pursuant to any listing  agreement
with NASDAQ, as determined by Parent, Merger Sub or the Company, as the case may
be.

     SECTION 7.7 Notification of Certain Matters.  The Company shall give prompt
notice to Parent and  Merger  Sub,  and Parent and Merger Sub shall give  prompt
notice to the Company  (which  notice may be in the form of an  amendment to the
Company  Disclosure  Schedule or Parent  Disclosure  Schedule in accordance with
Section  7.15),  of  (i)  the  occurrence  or  nonoccurrence  of any  event  the
occurrence or nonoccurrence of which would be likely to cause any representation
or warranty  contained in this Agreement to be untrue or inaccurate prior to the
Effective  Time, so as to cause the  conditions set forth in Article VIII hereof
to fail to be satisfied,  or (ii) any material failure of the Company, Parent or
Merger  Sub,  as the  case may be,  to  comply  with or  satisfy  any  covenant,
condition or agreement to be complied with or satisfied by it hereunder so as to
cause the  conditions  set forth in Article VIII hereof to fail to be satisfied;
provided,  however, that the delivery of any notice pursuant to this Section 7.7
shall not cure such breach or  non-compliance  or limit or otherwise  affect the
remedies available hereunder to the party receiving such notice.

     SECTION 7.8 Tax-Free  Reorganization  Treatment.  The parties hereto intend
that the Merger will qualify as a  reorganization  within the meaning of Section
368(a)  of the Code.  Each of the  parties  hereto  shall,  and shall  cause its
respective  Subsidiaries to, use its reasonable best efforts to cause the Merger
to so qualify.  The parties will use their  reasonable best efforts to cause the
opinions  of counsel  contemplated  by  Sections  8.2(e) and 8.3(d) to be timely
delivered,   including  providing  all  supporting   representations  reasonably
requested by such counsel and customary in scope and substance.

     SECTION 7.9 Employee  Matters.  Except as  contemplated  by this Agreement,
Parent and the Company will and will cause the  Surviving  Corporation  to honor
the obligations of the Company or any of its  Subsidiaries  under the provisions
of each Company Benefit Plan and Company Employee Arrangement; provided that the
Company  shall have the right at any time to amend or terminate any such Company
Benefit Plan or Company Employee Arrangement in accordance with its terms.

     SECTION 7.10 Intentionally omitted.

     SECTION 7.11 SEC and Other  Filings.  Each of Parent and the Company  shall
promptly  provide  the other party (or its  counsel)  with copies of all filings
made by the  other  party or any of its  Subsidiaries  with the SEC or any other
state,  federal or foreign Governmental Entity in connection with this Agreement
and the transactions contemplated hereby.


                                      -61-
<PAGE>

     SECTION 7.12 Fees and Expenses.  Whether or not the Merger is  consummated,
all Expenses  incurred in connection  with this  Agreement and the  transactions
contemplated  hereby  and  thereby  shall be paid by the  party  incurring  such
Expenses,  except (a) Expenses incurred in connection with the filing,  printing
and mailing of the S-4, which shall be shared equally by the Company and Parent,
(b) the filing fees required under the HSR Act, which shall be shared equally by
the Company  and Parent and (c) if  applicable,  as provided in Sections  9.3(b)
and/or 9.4(b). As used in this Agreement,  "Expenses" includes all out-of-pocket
expenses  (including all fees and expenses of counsel,  accountants,  investment
bankers,  experts and consultants to a party hereto and its affiliates) incurred
by  a  party  or  on  its  behalf  in  connection   with,  or  related  to,  the
authorization,  preparation,  negotiation,  execution  and  performance  of this
Agreement and the transactions  contemplated hereby,  including the preparation,
filing,  printing and mailing of the Joint Proxy  Statement  and the S-4 and the
solicitation  of  stockholder  approvals  and all other  matters  related to the
transactions contemplated hereby.

     SECTION  7.13  Obligations  of Merger  Sub.  Parent  will  take all  action
necessary to cause Merger Sub to perform its  obligations  under this  Agreement
and to  consummate  the  Merger on the terms  and  conditions  set forth in this
Agreement.

     SECTION 7.14  Anti-takeover  Statutes.  If any  Takeover  Statute is or may
become applicable to the Merger,  each of Parent and the Company shall use their
reasonable  best  efforts  to  permit  the  transactions  contemplated  by  this
Agreement,  as  applicable,  to be consummated as promptly as practicable on the
terms contemplated hereby and otherwise act to eliminate or minimize the effects
of any Takeover Statute on the Merger.

     SECTION 7.15 Amendment of Disclosure  Schedules.  Parent and Merger Sub and
the Company shall each have the right, subject to the provisions of Sections 9.3
and 9.4, to amend the Parent  Disclosure  Schedules  and the Company  Disclosure
Schedules,  respectively,  at any time prior to the earlier of (i) the filing of
the S-4 or (ii) thirty (30) days after the date of this Agreement.  Upon receipt
of the amended Company Disclosure Schedules, Parent shall have five (5) Business
Days to either accept such amended  schedules or terminate this Agreement.  Upon
receipt of the amended Parent Disclosure Schedules,  the Company shall have five
(5)  Business  Days to either  accept such amended  schedules or terminate  this
Agreement.

                                  ARTICLE VIII
                    CONDITIONS TO CONSUMMATION OF THE MERGER

     SECTION 8.1  Conditions to Each Party's  Obligations  to Effect the Merger.
The  respective  obligations  of  each  party  to  consummate  the  transactions
contemplated by this Agreement are subject to the fulfillment at or prior to the
Effective Time of each of the following conditions:

          (a) The Merger  shall have been  approved  and  adopted by the Company
     Requisite Vote and the Parent Requisite Vote.

          (b) Any waiting  periods  applicable  to the Merger  under the HSR Act
     shall have expired or early termination thereof shall have been granted and
     any waiting periods


                                      -62-
<PAGE>

     or consents under any comparable  foreign antitrust Laws shall have expired
     or been obtained.

          (c) There shall not be in effect any Law of any Governmental Entity of
     competent  jurisdiction  restraining,  enjoining  or  otherwise  preventing
     consummation  of the  transactions  contemplated  by this  Agreement and no
     Governmental Entity shall have instituted any proceeding which continues to
     be pending seeking any such Law.

          (d) The S-4 shall have been declared effective by the SEC and shall be
     effective at the Effective Time, and no stop order suspending effectiveness
     shall have been issued and no action, suit,  proceeding or investigation by
     the SEC or any state  securities  regulator  to suspend  the  effectiveness
     thereof shall have been initiated and be continuing.

          (e) NASDAQ (or another  national  exchange  mutually  agreeable to the
     Company and Parent)  shall have  confirmed  to Parent that,  following  the
     Merger,  Parent's  common  stock will  continue  to be listed on the NASDAQ
     SmallCap  Market (or other  national  exchange  mutually  agreeable  to the
     Company and Parent.

     SECTION 8.2  Conditions  to the  Obligations  of Parent and Merger Sub. The
respective  obligations of Parent and Merger Sub to consummate the  transactions
contemplated by this Agreement are subject to the fulfillment at or prior to the
Effective  Time of each of the following  additional  conditions,  any or all of
which  may be  waived in whole or part by  Parent  to the  extent  permitted  by
applicable Law:

     (a) The  representations  and  warranties of the Company  contained  herein
shall have been true in all respects when made and on and as of the Closing Date
as though made on and as of the Closing  Date  (except for  representations  and
warranties  made  as of a  specified  date,  which  shall  speak  only as of the
specified  date),  except where the failure to be true,  individually  or in the
aggregate,  has not had or is not reasonably expected to have a Material Adverse
Effect on the Company and its Subsidiaries taken as a whole.

     (b) The Company shall have  performed or complied in all material  respects
with all agreements and covenants  contained  herein required to be performed or
complied with by it prior to or at the time of the Closing.

     (c) The Company  shall have  delivered to Parent a  certificate,  dated the
date of the  Closing,  signed  by the  President  of the  Company  (but  without
personal liability thereto),  certifying as to the fulfillment of the conditions
specified in Sections 8.2(a) and 8.2(b).

     (d) Parent shall have  received an opinion from the  Company's  tax counsel
reasonably acceptable to Parent dated the Effective Time, to the effect that (i)
the Merger will qualify as a reorganization within the meaning of Section 368(a)
of the Code; and (ii) each of Parent, Merger Sub and the Company will be a party
to the reorganization within the meaning of Section 368(b) of the Code.


                                      -63-
<PAGE>

     (e) Parent shall have received an opinion from the Company's  legal counsel
reasonably  acceptable  to Parent dated the Effective  Time in a form  customary
with respect to the transactions contemplated hereby.

     (f) All  authorizations,  consents or  approvals of a  Governmental  Entity
(other than those specified in Section  8.1(b))  required in connection with the
execution and delivery of this Agreement and the  performance of the obligations
hereunder shall have been made or obtained, without any limitation,  restriction
or condition  that is reasonably  expected to have a Material  Adverse Effect on
the  Company and its  Subsidiaries  taken as a whole (or an effect on Parent and
its  Subsidiaries  that,  were  such  effect  applied  to the  Company  and  its
Subsidiaries,  would be reasonably expected to have a Material Adverse Effect on
the Company), except for such authorizations, consents or approvals, the failure
of which to have been made or  obtained  is not  reasonably  expected  to have a
Material Adverse Effect on the Company and its Subsidiaries taken as a whole (or
an effect on Parent and its  Subsidiaries  that, were such effect applied to the
Company and its  Subsidiaries,  would be reasonably  expected to have a Material
Adverse Effect on the Company).

     (g) [Intentionally omitted.]

     (h) Parent and each of Doug Cole,  Edward Mooney and Cris Larson shall have
entered into employment agreements in the form reasonably acceptable to Parent.

     (i) No more than two percent  (2%) the  stockholders  of the Company  shall
have  elected  any  appraisal  rights  or  associated   payments  under  Section
16-10a-1302 through 1331 of the URBCA.

     (j) Bengur Bryan & Co.  shall have  delivered a to Parent an opinion to the
effect that, as of the date of such opinion,  the Exchange  Ratio is fair to the
stockholders  of Parent from a financial point of view, and such opinion has not
been withdrawn or modified.

     SECTION 8.3 Conditions to the  Obligations of the Company.  The obligations
of the Company to consummate the transactions contemplated by this Agreement are
subject  to the  fulfillment  at or prior to the  Effective  Time of each of the
following  conditions,  any or all of which may be waived in whole or in part by
the Company to the extent permitted by applicable Law:

     (a) The  representations  and warranties of Parent and Merger Sub contained
herein shall be true in all respects when made and on and as of the Closing Date
as though made on and as of the Closing  Date  (except for  representations  and
warranties  made  as of a  specified  date,  which  shall  speak  only as of the
specified  date),  except where the failure to be true,  individually  or in the
aggregate,  has not had or is not reasonably expected to have a Material Adverse
Effect on Parent and its Subsidiaries taken as a whole.

     (b) Parent shall have  performed or complied in all material  respects with
all  agreements  and  covenants  contained  herein  required to be  performed or
complied with by it prior to or at the time of the Closing.


                                      -64-
<PAGE>

     (c) Parent  shall have  delivered to the Company a  certificate,  dated the
date of the Closing,  signed by the  President  of Parent (but without  personal
liability thereto), certifying as to the fulfillment of the conditions specified
in Sections 8.3(a) and 8.3(b).

     (d) The  Company  shall  have  received  an  opinion  from its tax  counsel
reasonably  acceptable to the Company,  dated the Effective  Time, to the effect
that (i) the Merger  will  qualify  as a  reorganization  within the  meaning of
Section 368(a) of the Code; and (ii) each of Parent,  Merger Sub and the Company
will be a party to the  reorganization  within the meaning of Section  368(b) of
the Code.  The issuance of such opinion shall be  conditioned  on the receipt by
such tax counsel of representation  letters from each of the Parent,  Merger Sub
and the Company, substantially in the forms attached hereto as Exhibits D and E.
Each such  representation  letter  shall be dated on or before  the date of such
opinion and shall not have been withdrawn or modified in any material respect.

     (e) Parent and each of Robert  Gwin and  Benjamin  Fink shall have  entered
into amended  employment  agreements  in the form  reasonably  acceptable to the
Company.

     (f) Doherty,  LLC (the "Company's  Financial Advisor") shall have delivered
to the Company  Board its opinion,  to the effect  that,  as of the date of such
opinion,  the Exchange Ratio is fair to the  stockholders  of the Company from a
financial point of view, and such opinion has not been withdrawn or modified.

     (g)  Each of the  Company  Stock  Options,  Company  Warrants  and  Company
Convertible Notes shall have been assumed and/or replaced as provided in Section
2.2.

     (h) Parent and Merger Sub shall cause  Parent's board of directors upon the
Effective  Time to  consist  of eight (8)  directors.  Such  directors  shall be
comprised of: (i) six (6) directors  designated by the Company,  (ii) two (2) of
directors  designated  by Parent.  Four (4) of the  directors  designated by the
Company and one (1) of the directors  designated by Parent shall be "independent
directors" as such term is defined in NASDAQ marketplace rule 4200(14).

     (i) The Company shall have received an opinion from Parent's  legal counsel
reasonably  acceptable  to  the  Company  dated  the  Effective  Time  in a form
customary with respect to the transactions contemplated hereby.

                                   ARTICLE IX
                         TERMINATION; AMENDMENT; WAIVER

     SECTION  9.1  Termination  by  Mutual  Agreement.  This  Agreement  may  be
terminated  and the Merger may be abandoned  at any time prior to the  Effective
Time,  whether  before  or after  the  approval  of the  Merger  by the  Company
Requisite  Vote and Parent  Requisite  Vote  referred to in Section  8.1(a),  by
mutual written  consent of the Company and Parent by action of their  respective
boards of directors.


                                      -65-
<PAGE>

     SECTION 9.2 Termination by Either Parent or the Company. This Agreement may
be terminated and the Merger may be abandoned at any time prior to the Effective
Time by action of the board of directors of either Parent or the Company if:

     (a) the Merger shall not have been  consummated  by June 30, 2004,  whether
such date is before or after the date of  approval  of the Merger by the Company
Requisite  Vote (the  "Termination  Date");  provided,  however,  that if either
Parent or the Company  reasonably  determines in good faith that additional time
is necessary in connection with obtaining any consent,  registration,  approval,
permit or authorization  required to be obtained from any  Governmental  Entity,
the Termination  Date may be extended by Parent or the Company from time to time
by written notice to the other party to a date not beyond August 31, 2004;

     (b) the Company  Requisite  Vote and Parent  Requisite  Vote shall not have
been obtained at the Company Stockholder Meeting or Parent Stockholder  Meeting,
respectively, or at any adjournment or postponement thereof;

     (c) any Law  permanently  restraining,  enjoining or otherwise  prohibiting
consummation of the Merger shall become final and non-appealable (whether before
or after the approval of the Merger by the Company Requisite Vote); or

     (d) any Governmental  Entity shall have failed to issue an order, decree or
ruling or to take any other action which is necessary to fulfill the  conditions
set forth in Sections 8.1(b), 8.1(d) and 8.2(f), as applicable,  and such denial
of a request to issue  such  order,  decree or ruling or take such other  action
shall have been final and non-appealable;

provided,  however,  that the right to terminate this Agreement pursuant to this
Section  9.2  shall  not be  available  to any party  that has  breached  in any
material  respect its obligations  under this Agreement in any manner that shall
have  proximately  contributed to the occurrence of the failure of the Merger to
be consummated.

     SECTION 9.3 Termination by the Company.

     (a) This Agreement may be terminated and the Merger may be abandoned at any
time prior to the Effective Time by action of the Company Board if:

          (i) the Merger shall not have been  approved by the Company  Requisite
     Vote; or

          (ii)  there is a  material  breach  by  Parent  or  Merger  Sub of any
     representation, warranty, covenant or agreement contained in this Agreement
     that  cannot be cured  and would  cause a  condition  set forth in  Section
     8.3(a),  8.3(b) or  8.3(c) to be  incapable  of being  satisfied  as of the
     Termination Date.

          (iii) the average price per share of Parent's  Common Stock during the
     twenty (20) - Business Day period ending on the third Business Day prior to
     the  Company's  stockholder  vote on this  Agreement and the Merger is less
     than $0.50; or


                                      -66-
<PAGE>

          (iv) elected by the Company pursuant to Section 7.15;

          (v) if the Company has not  received a written  fairness  opinion from
     Doherty LLC as provided in Section  8.3(f) on or before  February  27, 2004
     supporting the oral opinion  disclosed in Section 3.21;  provided that this
     termination  right must be  exercised  on or before the fifth  Business Day
     following such date.

     (b) Parent shall pay to Company a termination  fee equal to $500,000 within
thirty (30) days of Company's  written notice of a termination:  (i) pursuant to
Section  9.3(a)(ii);  or,  (ii).  pursuant  to Section  9.3(a)(iv)  because  the
disclosure in the amended Parent  Disclosure  Schedule  should have been made on
the date of this Agreement and reflects or results in a Material  Adverse Effect
on or to Parent. In no event shall Parent's aggregate  liability for termination
fees exceed $500,000. Notwithstanding anything to the contrary, such termination
fee shall be the sole and  exclusive  remedy  for any breach by Parent or Merger
Sub of any  representation,  warranty,  covenant or agreement  contained in this
Agreement,  other than a willful breach,  that cannot be cured and would cause a
condition  set  forth in  Section  8.3(a) or  8.3(b)  to be  incapable  of being
satisfied as of the Termination Date.

     SECTION 9.4 Termination by Parent.

     (a) This Agreement may be terminated and the Merger may be abandoned at any
time prior to the Effective Time by Parent, if:

          (i) the Merger  shall not have been  approved by the Parent  Requisite
     Vote; or

          (ii) there is a material breach by the Company of any  representation,
     warranty,  covenant or agreement contained in this Agreement that cannot be
     cured and would cause a condition  set forth in Section  8.2(a),  8.2(b) or
     8.2(c) to be incapable of being satisfied as of the Termination Date.

          (iii) the average price per share of Parent's  Common Stock during the
     twenty (20) - Business Day period ending on the third Business Day prior to
     the  Company's  stockholder  vote on this  Agreement  and the  Merger  (the
     "Assumed Value") is greater than $2.00; provided,  however, that Parent may
     not terminate this  Agreement  under this  subsection  (iii) if the Company
     elects to accept a lower  Exchange  Ratio such that the value of the Parent
     stock  (based on the Assumed  Value)  received by the Company  stockholders
     equals $2.00 per share of Company Common Stock.

          (iv) elected by Parent pursuant to Section 7.15.

          (v) if Parent has not received a written  fairness opinion from Bengur
     Bryan & Co. as provided in Section  8.2(i) on or before  February  27, 2004
     supporting the oral opinion  disclosed in Section 4.21;  provided that this
     termination  right must be  exercised  on or before the fifth  Business Day
     following such date.


                                      -67-
<PAGE>

     (b) The  Company  shall pay to Parent a  termination  fee equal to $500,000
within  thirty  (30)  days of  Parent's  written  notice of a  termination:  (i)
pursuant to Section 9.4(a)(ii);  or, (ii) pursuant to Section 9.4(a)(iv) because
the disclosure in the amended Company Disclosure  Schedule should have been made
as of the date of this  Agreement and reflects or results in a Material  Adverse
Effect on or to the Company. In no event shall the Company's aggregate liability
for termination fees exceed $500,000.  Notwithstanding anything to the contrary,
such  termination  fee shall be the sole and exclusive  remedy for any breach by
the Company of any representation,  warranty, covenant or agreement contained in
this  Agreement,  other than a willful  breach,  that  cannot be cured and would
cause a condition set forth in Section 8.3(a) or 8.3(b) to be incapable of being
satisfied as of the Termination Date.

     SECTION  9.5  Effect  of  Termination  and  Abandonment.  In the  event  of
termination of this Agreement and the abandonment of the Merger pursuant to this
Article VIII, this Agreement  (other than this Section 9.5,  Sections 5.3(b) and
7.12, 9.3(b) and 9.4(b),  and Article X) shall become void and of no effect with
no  liability  on the  part of any  party  hereto  (or of any of its  directors,
officers,   employees,   agents,   legal  and  financial   advisors,   or  other
representatives);  provided,  however, that except as otherwise provided herein,
no such  termination  shall relieve any party hereto of any liability or damages
resulting from any willful breach of this Agreement.

     SECTION 9.6 Amendment. This Agreement may be amended by action taken by the
Company,  Parent  and  Merger Sub at any time  before or after  approval  of the
Merger by the Company  Requisite  Vote and the Parent  Requisite Vote but, after
any such  approval,  no amendment  shall be made which  requires the approval of
such stockholders under applicable Law without such approval. This Agreement may
not be  amended  except  by an  instrument  in  writing  signed on behalf of the
parties hereto.

     SECTION 9.7  Extension;  Waiver.  At any time prior to the Effective  Time,
each party hereto (for these  purposes,  Parent and Merger Sub shall together be
deemed one party and the Company shall be deemed the other party) may (i) extend
the time for the  performance  of any of the  obligations  or other  acts of the
other party, (ii) waive any inaccuracies in the  representations  and warranties
of the other party contained  herein or in any document,  certificate or writing
delivered pursuant hereto, or (iii) waive compliance by the other party with any
of the agreements or conditions  contained herein.  Any agreement on the part of
either party  hereto to any such  extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party. The failure of
any party hereto to assert any of its rights  hereunder  shall not  constitute a
waiver of such rights.

                                   ARTICLE X
                                  MISCELLANEOUS

     SECTION 10.1 Entire Agreement; Assignment.

     (a) This  Agreement  (including the documents and  instruments  referred to
herein)  constitutes the entire agreement  between the parties hereto in respect
of the subject  matter  hereof and  supersedes  all other prior  agreements  and
understandings, both written and oral, between the


                                      -68-
<PAGE>

parties in respect of the subject matter hereof,  other than the Confidentiality
Agreement (which shall remain in effect).

     (b) Neither this Agreement nor any of the rights,  interests or obligations
hereunder  shall be  assigned  by  operation  of Law  (including  by  merger  or
consolidation)  or  otherwise  without  the prior  written  consent of the other
parties. Any assignment in violation of the preceding sentence shall be null and
void.  Subject to the preceding  sentence,  this Agreement will be binding upon,
inure to the benefit of, and be enforceable by the parties and their  respective
successors and permitted assigns.

     SECTION  10.2   Nonsurvival  of   Representations   and   Warranties.   The
representations  and  warranties  made  herein by the parties  hereto  shall not
survive the  Effective  Time.  This Section 10.2 shall not limit any covenant or
agreement  of the parties  hereto  which by its terms  contemplates  performance
after the Effective Time or after termination of this Agreement.

     SECTION  10.3  Notices.  All  notices,  requests,   instructions  or  other
documents  to be given  under this  Agreement  shall be in writing  and shall be
deemed given (i) five Business Days following sending by registered or certified
mail, postage prepaid, (ii) when sent if sent by facsimile;  provided,  however,
that the  facsimile is promptly  confirmed by  telephone  confirmation  thereof,
(iii) when delivered,  if delivered  personally to the intended  recipient,  and
(iv) one Business  Day  following  sending by overnight  delivery via a national
courier service, and in each case, addressed to a party at the following address
for such party:


                                      -69-
<PAGE>

           if to Merger Sub or to
           Parent, to:                      ProsoftTraining
                                            410 North 44th Street, Suite 600
                                            Phoenix, Arizona 85008
                                            Attention:  Robert Gwin
                                            Facsimile: 602-794-4198

           with copies to:                  Jeffrey G. Korn
                                            #8 - 1515 Resaca Blvd.
                                            Austin, TX 78738
                                            Facsimile: 512-692-1808

                                            Hewitt & O'Neil LLP
                                            19900 MacArthur Boulevard
                                            Suite 1050
                                            Irvine, CA 92612
                                            Attention:  William L. Twomey
                                            Facsimile:  (949) 798-0511

           if to the Company, to:           Trinity Learning Corporation
                                            1831 Second Street
                                            Berkeley, CA 94710
                                            Attention: President
                                            Facsimile: (510) 540-9313

           with a copy to:                  Parsons, Behle & Latimer, PLC
                                            333 South 520 West, Suite 220
                                            Lindon, Utah 84042
                                            Attention: Brent Christensen
                                            Facsimile: (801) 852-0392

     or to such other  address or facsimile  number as the Person to whom notice
     is given  may have  previously  furnished  to the other in  writing  in the
     manner set forth above.

     SECTION  10.4  Governing  Law.  This  Agreement  shall be  governed  by and
construed  in  accordance  with the Laws of the  State of Utah,  without  giving
effect to the choice of Law principles thereof.

     SECTION 10.5  Descriptive  Headings.  The  descriptive  headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

     SECTION 10.6 Parties in Interest.  This Agreement shall be binding upon and
inure  solely  to the  benefit  of each  party  hereto  and its  successors  and
permitted assigns.


                                      -70-
<PAGE>

     SECTION 10.7 Severability. The provisions of this Agreement shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or  enforceability  of the other provisions  hereof.  If any
provision of this  Agreement,  or the  application  thereof to any Person or any
circumstance,  is  invalid  or  unenforceable,  (a)  a  suitable  and  equitable
provision shall be substituted  therefor in order to carry out, so far as may be
valid and  enforceable,  the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this  Agreement and the  application  of such
provision  to other  Persons  or  circumstances  shall not be  affected  by such
invalidity or  unenforceability,  nor shall such invalidity or  unenforceability
affect the validity or  enforceability  of such  provision,  or the  application
thereof, in any other jurisdiction.

     SECTION  10.8  Specific  Performance.  The parties  agree that  irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  specific  terms or were  otherwise
breached.  It is  accordingly  agreed that the  parties  shall be entitled to an
injunction or injunctions  to prevent  breaches of this Agreement and to enforce
specifically  the terms and  provisions  of this  Agreement  in any court of the
United States located in the State of Utah or in Utah state court, this being in
addition to any other remedy to which they are entitled at Law or in equity.  In
addition,  each of the  parties  hereto  (a)  consents  to submit  itself to the
personal  jurisdiction  of any federal court located in the State of Utah or any
Utah state court in the event any dispute arises out of this Agreement or any of
the  transactions  contemplated  hereby,  (b) agrees that it will not attempt to
deny or defeat such personal  jurisdiction  by motion or other request for leave
from any such court,  and (c) agrees that it will not bring any action  relating
to this Agreement or any of the  transactions  contemplated  hereby in any court
other than a federal or state court sitting in the State of Utah.

     SECTION 10.9  Counterparts.  This  Agreement may be executed in two or more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

     SECTION 10.10 Interpretation.

     (a) The words  "hereof,"  "herein,"  "herewith" and words of similar import
shall,  unless  otherwise  stated,  be construed to refer to this Agreement as a
whole  and not to any  particular  provision  of this  Agreement,  and  article,
section,  paragraph,  exhibit,  and  schedule  references  are to the  articles,
sections, paragraphs, exhibits, and schedules of this Agreement unless otherwise
specified.  Whenever the words "include," "includes," or "including" are used in
this  Agreement,  they  shall be deemed  to be  followed  by the words  "without
limitation,"  the word "or"  shall  mean  "and/or."  All terms  defined  in this
Agreement  shall have the  defined  meanings  contained  herein when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.  The definitions  contained in this Agreement are applicable to
the singular as well as the plural  forms of such terms and to the  masculine as
well as to the  feminine  and  neuter  genders  of such  terms.  Any  agreement,
instrument  or statute  defined or  referred  to herein or in any  agreement  or
instrument  that is  referred  to herein  means such  agreement,  instrument  or
statute as from time to time amended,  qualified or supplemented,  including (in
the case of agreements and instruments) by waiver or consent and (in the case of


                                      -71-
<PAGE>

statutes) by  succession of comparable  successor  statutes and all  attachments
thereto and instruments incorporated therein. References to a Person are also to
its permitted successors and assigns.

     (b) The phrases "the date of this  Agreement," "the date hereof," and terms
of similar import,  unless the context  otherwise  requires,  shall be deemed to
refer to February 22, 2004. The phrase "made  available" in this Agreement shall
mean that the information  referred to has been actually  delivered to the party
to whom such information is to be made available.

     (c) The parties have  participated  jointly in the negotiation and drafting
of  this  Agreement.  In the  event  an  ambiguity  or  question  of  intent  or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by the parties  and no  presumption  or burden of proof shall arise  favoring or
disfavoring  any party by virtue of the  authorship  of any  provisions  of this
Agreement.

     SECTION 10.11 Definitions. As used herein,

     (a) "beneficial  ownership" or "beneficially  own" has the meaning provided
in Section 13(d) of the Exchange Act and the rules and regulations thereunder.

     (b) "Business  Day" shall mean any day other than  Saturday,  Sunday or any
day on which banks in Salt Lake City,  Utah are required or authorized by Law to
be closed for business.

     (c) "know" or  "Knowledge"  means,  in  respect  of any  party,  the actual
Knowledge of the officers and employees of such party actively  participating in
the negotiation of this agreement and related due diligence activities,  without
any requirement to undertake an independent investigation, provided that, (i) in
the case of the Company,  such officers and employees  shall be limited to those
Persons named in Section 10.11(c) of the Company Disclosure  Schedule,  and (ii)
in the case of Parent,  such  officers and  employees  shall be limited to those
Persons named in Section 10.11(c) of the Parent Disclosure Schedule.

     (d) "Material Adverse Effect" means in respect of any entity,  any material
adverse effect on (i) the assets, properties,  financial condition or results of
operations of such entity and its Subsidiaries  taken as a whole, other than (A)
any  change,  circumstance,  effect or  development  relating  to the  training,
content and  certification  industries (it being understood that this clause (A)
shall not exclude,  in the case of any Material  Adverse  Effect with respect to
either party, any change,  circumstance,  effect or development  relating to the
training,  content  and  certification  industries  or economy in general in any
location  in  which  such  entity   operates  or  owns  assets  that  materially
disproportionately impacts such party), (B) any change, circumstance,  effect or
development arising out of or resulting from actions contemplated by the parties
in  connection  with,  or which is  attributable  to, the  announcement  of this
Agreement and the transactions contemplated hereby (including loss of customers,
suppliers or employees or the delay or cancellation of orders for products),  or
(C) any shareholder litigation or litigation by any Governmental Entity, in each
case  brought or  threatened  against  such entity or any member of its board of
directors in respect of this Agreement or the transactions  contemplated hereby;
provided  that any change in the market  price or trading  volume of the Company
Common Stock or Parent


                                      -72-
<PAGE>

Common Stock shall not, in and of itself,  constitute a Material Adverse Effect,
or (ii) the ability of such party to consummate the transactions contemplated by
this Agreement.

     (e) "Person" means an individual,  corporation,  limited liability company,
partnership,  association,  trust, unincorporated organization,  other entity or
group (as defined in the Exchange Act).

     (f)  "Subsidiary"   means,  in  respect  of  any  party,  any  corporation,
partnership  or  other  entity  or   organization,   whether   incorporated   or
unincorporated,  of which (i) such other party or any other  subsidiary  of such
party is a general partner  (excluding such partnerships where such party or any
subsidiary of such party does not have a majority of the voting interest in such
partnership)  or (ii) at least a majority of the  securities or other  interests
having by their terms ordinary  voting power to elect a majority of the board of
directors or others performing  similar functions in respect of such corporation
or other  organization  is directly or  indirectly  owned or  controlled by such
party or by any one or more of its  subsidiaries,  or by such  party  and one or
more of its subsidiaries.


                [THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                      -73-
<PAGE>

     IN WITNESS  WHEREOF,  each of the parties has caused this  Agreement  to be
duly executed on its behalf as of the date first above written.

                                        TRINITY LEARNING CORPORATION


                                        By:________________________________
                                           Name:
                                           Title:


                                        PROSOFTTRAINING

                                        By:________________________________
                                           Name:
                                           Title:


                                        MTX ACQUISITION CORP.

                                        By:________________________________
                                           Name:
                                           Title:



                                      -74-
<PAGE>


GLOSSARY OF DEFINED TERMS  [[[TO BE UPDATED]]]
   Defined Terms                                             Defined in Section
   -------------                                             ------------------


Acquisition Proposal...................................................6.5(a)
Antitrust Law..........................................................6.4(a)
Assumed Stock Option...................................................2.2(a)
beneficial ownership..................................................9.11(a)
beneficially own......................................................9.11(a)
Benefit Plans......................................................3.13(a)(i)
Benefits Integration Date................................................6.10
Business Day..........................................................9.11(b)
CERCLA.............................................................3.15(a)(i)
Articles of Merger........................................................1.2
Certificates..............................................................2.4
Closing...................................................................1.3
Closing Date .............................................................1.3
Code.................................................................Recitals
Company..............................................................Preamble
Company Balance Sheet.....................................................3.4
Company Balance Sheet Date................................................3.4
Company Board..........................................................3.3(b)
Company Common Stock...................................................2.1(b)
Company Disclosure Schedule.......................................Article III
Company Employees........................................................6.10
Company Option Plans......................................................2.2
Company Permits..........................................................3.12
Company Requisite Vote.................................................3.3(b)
Company Rights Agreement.................................................3.26
Company SEC Reports.......................................................3.4
Company Securities.....................................................3.2(a)
Company Stock Option......................................................2.2
Company Stockholder Meeting...............................................6.3
Confidentiality Agreement..............................................5.3(c)
URBCA.....................................................................1.1
DOJ....................................................................6.4(b)
Effective Time............................................................1.2
Employee Arrangements.............................................3.13(a)(ii)
Environmental Law..................................................3.15(a)(i)
ERISA..............................................................3.13(a)(i)
Exchange Act..............................................................3.4
Exchange Agent............................................................2.3
Exchange Fund.............................................................2.3
Exchange Ratio.........................................................2.1(b)
Exempt Acquired Person.................................................8.5(b)
Expenses.................................................................6.13
Company's Financial Advisor..............................................3.21

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FTC....................................................................6.4(b)
GAAP......................................................................3.4
Governmental Entity.......................................................3.8
Hazardous Material................................................3.15(a)(ii)
HSR Act...................................................................3.8
Indemnified Party(ies).................................................6.7(a)
Intellectual Property.................................................3.20(a)
IRS...................................................................3.13(b)
know..................................................................9.11(c)
Knowledge.............................................................9.11(c)
Law.......................................................................3.9
Leased Facilities.....................................................3.10(a)
Lien...................................................................3.2(b)
Material Adverse Effect...............................................9.11(d)
Material Contracts....................................................3.18(a)
Merger....................................................................1.1
Merger Consideration...................................................2.1(b)
Merger Sub...........................................................Preamble
Option Agreement.....................................................Recitals
Owned Facilities......................................................3.10(a)
Parent...............................................................Preamble
Parent Balance Sheet......................................................4.3
Parent Balance Sheet Date.................................................4.3
Parent Board...........................................................4.2(b)
Parent Common Stock..................................................Recitals
Parent Disclosure Schedule.........................................Article IV
Parent Plan..............................................................6.10
Parent SEC Reports........................................................4.3
Parent Shares.............................................................4.5
Person ...............................................................9.11(e)
Product..................................................................3.24
Company Proxy Statement...................................................3.7
Real Property Lease...................................................3.10(c)
Release..........................................................3.15(a)(iii)
Remedial Action...................................................3.15(a)(iv)
Retirement Plan.......................................................6.10(a)
S-4.......................................................................3.7
SAR....................................................................2.2(d)
SEC....................................................................2.2(d)
Division..................................................................1.2
Securities Act............................................................3.4
Share(s)...............................................................2.1(b)
Subsidiary............................................................9.11(f)
Superior Proposal......................................................6.5(a)
Surviving Corporation.....................................................1.1
Tax(es)..................................................................3.16
Tax Return(s)............................................................3.16
Termination Date ......................................................8.2(a)
Voting Agreement.....................................................Recitals
WARN..................................................................3.14(d)