Exhibit 2.14  PURCHASE AND SALE AGREEMENT  by and among  EXCHANGEBRIDGE, INC.  PEREGRINE SYSTEMS, INC.  and  GLE ACQUISITIONS, LLC  Dated as of September 9, 2002   AN INDEX OF DEFINED TERMS APPEARS AFTER THE TABLE OF CONTENTS.  
   TABLE OF CONTENTS  ARTICLE I
  TRANSFER OF ASSETS AND LIABILITIES1.01
  Purchase and Sale of Transferred Assets1.02
  Assumption of Liabilities1.03
  Purchase Price1.04
  The Closing1.05
  Deliveries by Seller1.06
  Deliveries by Purchaser1.07
  Procedures for Assets not Transferable1.08
  Allocation of Purchase Price1.09
  Settlement of Certain Post Closing TransactionsARTICLE II
  REPRESENTATIONS AND WARRANTIES OF SELLER AND
  SHAREHOLDER2.01
  Organization2.02
  Authorization2.03
  Binding Effect2.04
  No Violations2.05
  Subsidiaries2.06
  Consents and Approvals2.07
  Financial Information2.08
  Absence of Change2.09
  Undisclosed Liabilities2.10
  Litigation and Legal Compliance2.11
  Brokers and Finders2.12
  Contracts2.13
  Employees and Employee Benefits2.14
  Transferred Assets2.15
  Taxes2.16
  Environmental Matters2.17
  Reasonably Equivalent Value2.18
  GeneralARTICLE
  III
  REPRESENTATIONS AND WARRANTIES OF PURCHASER3.01
  Organization3.02
  Authorization3.03
  Binding Effect3.04
  No Violations3.05
  Consents and Approvals3.06
  Brokers and FindersARTICLE IV
  COVENANTS4.01
  Conduct of the Business Pending the Closing4.02
  Access to Information4.03
  Commercially Reasonable Efforts4.04
  Public Announcements4.05
  Waiver of Restrictions on Business Activities4.06
  Use of Name4.07
  Exclusivity4.08
  Group Health Plans4.09
  Vacation and Sick Day Benefits  ii 
   ARTICLE V
  CONDITIONS TO CLOSING5.01
  General Conditions5.02
  Additional Conditions to Obligations of Seller5.03
  Additional Conditions to Obligations of PurchaserARTICLE VI
  PERSONNEL, EMPLOYMENT ARRANGEMENTS, AND
  EMPLOYEE BENEFITS6.01
  Transferred Employees6.02
  Employee Records6.03
  Benefits Coverage6.04
  Service Crediting6.05
  Medical Plans6.06
  Flexible Spending Arrangements6.07
  Health Care Coverage6.08
  Sellers Savings PlanARTICLE VII
  TERMINATION7.01
  Termination7.02
  Fiduciary Out7.03
  Effect
  of TerminationARTICLE VIII
  INDEMNIFICATION8.01
  Indemnification by Seller8.02
  Indemnification by
  Purchaser8.03
  Indemnification
  Process8.04
  Limitation on
  Certain Indemnity Payments8.05
  Survival of
  Representations and Warranties8.06
  Insurance
  Proceeds8.07
  Characterization
  of Indemnification Payments8.08
  No
  Effect on Liability8.09
  Exclusive RemedyARTICLE IX
  GENERAL PROVISIONS9.01
  Transaction
  Expenses9 02
  Tax Matters9.03
  Further
  Assurances9.04
  Notices9.05
  Amendment;
  Assignment9.06
  Headings
  and Schedules9.07
  Applicable Law9.08
  No
  Third Party Rights9.09
  Counterparts9.10
  Severability9.11
  Entire Agreement9.12
  Waiver9.13
  Fair Construction9.14
  Waiver of
  Compliance with Bulk Sales Laws9.15
  Knowledge9.16
  Other Definitional
  Provisions9.17
  Parties
  in Interest  iii 
   Annexes
  to this AgreementAnnex A
  Form of
  Assumption AgreementAnnex B
  Form of Bill
  of SaleSchedules
  to Disclosure MemorandumSchedule 1.01(a)(iii)
  Transferred LeasesSchedule l.01(a)(iv)
  LicensesSchedule l.0l(a)(viii)
  Transferred Fixtures and
  EquipmentSchedule l.01(b)
  Excluded AssetsSchedule l.02(b)
  Excluded LiabilitiesSchedule 1.08
  Allocation of Purchase
  PriceSchedule 2.06
  Sellers Consents and
  ApprovalsSchedule 2.07
  Financial InformationSchedule 2.08
  Absence of ChangeSchedule 2.09
  Undisclosed LiabilitiesSchedule 2.10
  Litigation and Legal
  ComplianceSchedule 2.12
  In-Process Contracts and
  All Other ContractsSchedule 2.13
  Employees and Employee
  BenefitsSchedule 2.14(a)
  Sufficiency of Transferred
  AssetsSchedule 2.14(c)
  Alleged Intellectual
  Property InfringementSchedule 2.14(d)
  Patents and Intellectual
  Property RegistrationsSchedule 2.15
  Tax ProceedingsSchedule 3.05
  Purchasers Consents and
  ApprovalsSchedule 4.01
  Conduct of the Business
  Pending ClosingSchedule 5.03(f)
  Required Consents Closing
  ConditionSchedule 5.03(g)
  Employee Matters Closing
  ConditionSchedule 6.01
  Transferred EmployeesSchedule 6.06
  Seller Cafeteria Plan  iv 
   INDEX OF DEFINED TERMS   Acquisition ProposalAffiliateAgreementAssumed LiabilitiesAssumption AgreementBankruptcy ActionsBill of SaleBusinessBusiness DayClaim NoticeClosingClosing DateCodeCompleted ContractsConfidentiality AgreementConsentConsentsDamagesDeductibleDirect ClaimDisclosure MemorandumEnvironmental LawsERISAERISA AffiliateExcluded AssetsExcluded LiabilitiesFinancial InformationHazardous MaterialsIndemnified PartyIndemnifying PartyIn-Process ContractsIn-Process EngagementsIntellectual PropertyIRSJudgmentsKnowledgeLawsLeasehold
  EstatesLiensMaterial Adverse ChangeNon-Transferable ContractsOther ContractsPCBsPension PlanPermitsPersonPersonsPlan  v 
   ProceedingPurchase PricePurchaserPurchaser Indemnified
  PartyPurchaser Medical PlanPurchasers Savings PlanRecordsRegulationsRelated AgreementsReleasesRequired ConsentsSellerSeller Indemnified PartySeller Medical PlanSellers PlansSellers Savings PlanShareholderSpillersSSISuccessSuperior ProposalTax ReturnsTaxesThird Party ClaimTransferred AssetsTransferred EmployeesTransferred Fixtures and
  Equipment  vi 
   PURCHASE AND SALE AGREEMENT  This PURCHASE
AND SALE AGREEMENT (this Agreement), dated as of September 9, 2002, is
by and among eXchangeBridge, Inc., a Delaware corporation (Seller),
Peregrine Systems, Inc., a Delaware corporation (Shareholder) and GLE
Acquisitions, LLC, a Delaware limited liability company (Purchaser).  This Agreement
sets forth the terms and conditions upon which Seller will sell to Purchaser,
and Purchaser will purchase from Seller, certain assets and certain rights,
claims and contracts used in connection with Sellers business of purchase
order, invoice processing and transaction management services provided by
Seller primarily to the food broker industry and the development, sale and
licensing of its internet-based database software related to such business
activities conducted by Seller (the Business) and will assume certain
specified liabilities related to the Business.  Shareholder
acknowledges that it has received adequate consideration for its promises made
to Purchaser in connection with this Agreement and for performing its
obligations hereunder, and that it will be benefited by the transactions
contemplated herein.  Shareholder
acknowledges that Purchaser has relied on Shareholders promises made herein in
connection with Purchasers entering into this Agreement and consummating the
transactions provided for hereunder.  NOW THEREFORE,
the parties agree as follows:  ARTICLE I TRANSFER OF ASSETS AND LIABILITIES  1.01Purchase
and Sale of Transferred Assets.  (a)Upon
the terms and subject to the conditions of this Agreement, on the closing of
the transactions provided for in this Agreement (the Closing), Seller
shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser
shall purchase, acquire and accept from Seller, all of Sellers right, title
and interest in, to and under all of the following classes, types or categories
of assets, rights and claims, as the same may exist as of the date on which the
Closing occurs (the Closing Date), except to the extent such assets,
rights and claims are specifically listed herein as Excluded Assets
(collectively, the Transferred Assets);  (i)all
goodwill and going concern value of the Business including without limitation
all accounts and notes receivable properly accrued in the Business after the
Closing Date;  (ii)subject
to the receipt of any Required Consents, all agreements, contracts, purchase
and sale orders, arrangements, commitments and licenses, whether written or
oral, that set forth the terms or conditions of, or otherwise relate to, the
In-Process Engagements (as defined below) (the In-Process Contracts)
and all other agreements, contracts, purchase and sale orders, arrangements,
commitments and licenses, whether written or oral, to the extent that they are
related to the ownership or operation of the Business, or to the extent the
Transferred Assets are subject thereto, except to the extent included in the
Excluded Assets or related to the Excluded Liabilities (the Other Contracts
which for purposes of this definition shall not include the In-Process
Contracts), including all rights to assert claims and take other actions in
respect of breaches or other violations of such In-Process Contracts and Other  
   Contracts, except to the extent that the In-Process Contracts and Other
Contracts are specifically listed herein as Excluded Assets or Excluded
Liabilities;  In-Process Engagements mean customer engagements that started
prior to the Closing and that will not terminate until after the Closing.  (iii)only
the real and personal property leases specifically set forth on Schedule
1.01(a)(iii) of the Disclosure Memorandum, including any and all deposits
relating thereto;  (iv)all
methodologies, processes, advertising or marketing materials, training
materials, consulting materials, manuals, guides, programs, forms, proprietary
software, client or customer listings and other proprietary or confidential
information, Intellectual Property (as defined below), used in the operation of
the Business or that is required to conduct the Business, and also including
the names eXchangeBridge, eXchangeBridge, Inc., Glink, Glink LLC,
GroceryLink, and GroceryLink LLC, goodwill associated therewith, licenses
and sublicenses granted and obtained with respect thereto, and rights
thereunder, remedies against infringements thereof and rights to protection of
interests therein under the Laws of all jurisdictions;  Intellectual Property
means: (1) all inventions (whether patentable or unpatentable and whether or
not reduced to practice), all improvements thereto and all patents, patent
applications and patent disclosures, together with all reissues, continuations,
continuations-in-part, divisional and reexaminations thereof; (2) all
trademarks, service marks, trade dress, logos, trade names and corporate names,
all domain names, together with all translations, adaptations, derivations and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations and renewals in connection therewith; (3) all
copyrightable works, all copyrights and 
all applications, registrations and renewals in connection therewith;
(4) all trade secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions, manufacturing and
production processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals); (5) all proprietary computer software and
databases (including data and related documentation) and all other licenses
listed on Schedule 1.01(a)(iv) of the Disclosure Memorandum; (6) all
other proprietary rights; and (7) all copies and tangible embodiments thereof
(in whatever form or medium).  (v)originals
or copies of, or extracts of information containing, (a) all of the Businesss
monthly financial statements, trial balances, general ledger and accounts
receivable information and any other standard report that Seller customarily
produces or generates with respect to the Business, in each case for any period
from and after January 1, 2001; (b) all of the Businesss billing history and
files and proposal files; (c) all employee files for Transferred Employees
only; (d) all agreements and (e) all client work papers owned by Seller or
Shareholder relating to the Business with respect to In-Process Engagements,
but only to the extent that the transfer of such client work papers is
permitted by applicable Law, accounting standards and standards of professional
conduct applicable to Seller, provided, however, that to the extent any such
client work papers actually are owned by the client or to the extent that any
client has any right or interest in such client work papers, the Seller shall
only transfer possession of such client work papers to Purchaser (collectively,
the Records); it being understood that, after the Closing, each of
Seller and Shareholder shall provide Purchaser and its representatives
reasonable access, during normal business hours and on reasonable notice, to
any financial and operating data and other information relating to the Business
that is not included in the Records and that is in Sellers or Shareholders
possession or subject to Sellers or Shareholders reasonable control at the
time of such request;  (vi)all
prepaid expenses in existence as of the Closing, including deposits;  2 
   (vii)except
to the extent relating to the Excluded Liabilities, all claims or rights of
action against third parties;  (viii)all
furniture, fixtures, furnishings, machinery, spare parts, supplies, equipment
and other tangible personal property, owned by Shareholder or Seller, as set
forth on Schedule 1.01(a)(viii) of the Disclosure Memorandum
(collectively, the Transferred Fixtures and Equipment)  (ix)to
the extent transferable, all permits, authorizations, approvals, registrations,
licenses, certificates or variances granted by or obtained from any federal,
state, local or foreign governmental, administrative or regulatory authority
(the Permits);  (x)all
rights of Seller under non-compete agreements, confidentiality agreements,
non-solicitation agreements and other restrictive covenants entered into by
Seller or Shareholder with any individual, corporation, limited liability
company, partnership, association, trust or other entity or organization
(collectively, a Person or Persons) other than Purchaser in
connection with the sale of the Business; and  (xi)any
other assets to be mutually agreed upon in writing between Purchaser and
Seller.  Except as expressly provided otherwise herein, the Transferred Assets
shall be transferred by Seller to Purchaser free and clear of all liens,
charges, security interests, sureties, claims (including without limitation
claims or interests of Shareholder), obligations, options or other encumbrances
whatsoever other than liens for Taxes not yet due or payable (collectively, the
Liens).  (b)The
following items (collectively, the Excluded Assets) are not part of
the sale and purchase contemplated hereunder, are excluded from the Transferred
Assets, and shall remain the property of Seller after the Closing:  (i)all
accounts and notes receivable of Seller properly accrued in the Business on or
before the Closing Date;  (ii)all
of Sellers cash and cash equivalents;  (iii)all
real property owned by Seller and all of Sellers right, title and interest in
and to, and all of Sellers liabilities and obligations under, all leases with
respect to the property, offices, facilities, improvements, administration
buildings and floor space of Seller (Leasehold Estates), whether or
not such real property and Leasehold Estates relate to, or are used in
connection with, the Business, including all buildings, fixtures and
improvements thereon, but excluding those leases set forth on Schedule
1.01(a)(iii), which shall be Transferred Assets;  (iv)all
insurance policies or insurance coverage (or assumed coverage) relating to the
Transferred Assets, the Assumed Liabilities or the Business;  (v)except
for assets related to obligations transferred to Purchaser under Sections 6.06
and 6-08 (which shall be transferred in accordance with those sections), all
assets relating to any employee benefit plan (as defined in section 3(3) of
ERISA), cafeteria plan, flexible spending arrangement, sick leave and vacation policy,
bonus, stock option, stock purchase, restricted stock, incentive  3 
   compensation, deferred compensation, severance, medical, life,
disability or other welfare benefit plan, or any other benefit plans, programs,
agreements, policies, or arrangements and all employment termination,
severance, or other employment contracts or employment agreements, whether
written or oral, sponsored, established, maintained or contributed to or
required to be contributed to currently, or at any time within the six (6) year
period preceding the date of this Agreement, by Seller or any ERISA Affiliate
for the benefit of any current or former employee and any related trust or
funding medium (the Plan), subject to the provisions of Article VI
of this Agreement;  (vi)all
of Sellers rights under this Agreement, the Assumption Agreement, and the Bill
of Sale (collectively, the Related Agreements);  (vii)all of
Sellers rights, title and interest in and under all agreements, contracts,
purchase and sale orders, arrangements, commitments and licenses, whether
written or oral, related to a client engagement of the Business that has been
completed in its entirety prior to the Closing (the Completed Contracts);  (viii)Shareholders
Master Software License Agreement for IVAS billing and registration;  (ix)the
items listed on Schedule 1.01(b) of the Disclosure Memorandum; and  (x)Non-Transferable
Contracts.  1.02Assumptionof Liabilities.  (a)Upon
the terms and subject to the conditions of this Agreement, at the Closing,
Seller shall assign to Purchaser, and Purchaser shall assume and discharge or
perform when due, pursuant to the assignment and assumption agreement
substantially in the form of Annex A to be executed and delivered by
Purchaser at the Closing (the Assumption Agreement), only the
following specifically enumerated liabilities or obligations of Seller, in each
case only to the extent specifically relating to the Business or the
Transferred Assets (collectively, the Assumed Liabilities):  (i)all
rights and obligations of Seller arising after the Closing Date under the
In-Process Contracts, In-Process Engagements and Other Contracts listed on Schedule
2.12 of the Disclosure Memorandum;  (ii)all
other liabilities and obligations specifically assumed by Purchaser under Article
VI and Sections 9.01 and 9.02, including the payables
properly accrued in the Business after the Closing Date;  (iii)any
and all vacation and sick days accrued but unused by Transferred Employees (as
defined below), as set forth in Section 4.09.  (b)Notwithstanding
any other provision of this Agreement, Purchaser shall not assume, succeed to,
be liable for, be subject to, or be obligated for, nor shall the Transferred
Assets be subject to, any liabilities, claims, contracts or obligations of any
nature whatsoever, whether known, unknown, absolute, accrued, contingent or
otherwise that either Seller or Shareholder is, or could become,  4 
   subject to or
liable for, other than the Assumed Liabilities (the Excluded Liabilities),
all of which shall be retained by Seller, including without limitation the
following:  (i)all
liabilities, as defined in accordance with generally accepted accounting principles,
of Seller existing prior to the Closing Date, whether absolute or contingent,
or whether or not recorded, disclosed, or actually accrued prior to the Closing
Date, but excluding liabilities arising solely out of the conduct of the
Business after the Closing Date or otherwise specifically assumed by the
Purchaser in paragraph 1.02(a);  (ii)all
liabilities and obligations of Seller arising out of or relating to any
environmental matter, breach of contract, breach of warranty, tort,
infringement, violation of Law, negligence, gross negligence, willful
misconduct, misfeasance or malfeasance or other similar event or occurrence at
or prior to the Closing, including without limitation all liabilities and
obligations of Seller under the Completed Contracts, the Other Contracts and
the In-Process Contracts in each case relating to the period ending on the
Closing Date;  (iii)except
for the Assumed Liabilities specifically assumed by Purchaser pursuant to Article
VI,all liabilities and obligations of Seller owing to its current or former
directors, officers, representatives, agents or employees, including any
liabilities and obligations of Seller with respect to any retention, incentive
or similar payments from Seller relating to the sale of the Business;  (iv)except
as set forth in Section 9.01, all liabilities and obligations of Seller
for unpaid Taxes (with respect to the Business or otherwise) for periods
through the Closing.  Taxes
means all taxes, however denominated, including any interest or penalties that
may become payable in respect thereof, imposed by any federal, state, local or
foreign government or any agency or political subdivision of any such
government, which taxes shall include all net income, alternative or add-on
minimum tax, gross income, gross receipts, sales, use, goods and services, ad
valorem, earnings, franchise, profits, license, withholding (including all
obligations to withhold or collect for taxes imposed on others), payroll,
employment, excise, severance, stamp, occupation, premium, property, excess
profit or windfall profit tax, custom duty, value added or other tax,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest and any penalty, addition to tax, or additional
amount (whether payable directly, by withholding or otherwise);  (v)all
liabilities and obligations of Seller for any costs and expenses incurred by
Seller in connection with this Agreement and the transactions contemplated by
this Agreement;  (vi)all
liabilities and obligations of Seller arising out of or relating to the
Excluded Assets;  (vii)all of
Sellers liabilities and obligations under this Agreement and the Related
Agreements;  (viii)all other
liabilities and obligations specifically assumed or retained by Seller under
this Agreement, including those liabilities and obligations retained by Seller
pursuant to Sections 9.01 and 9.02;  (ix)all
of Sellers liabilities and obligations to indemnify, reimburse or advance
amounts to any officer, director, employee or agent of Seller;  5 
   (x)all
of Sellers liabilities and obligations arising out of any action, suit,
demand, claim or legal, administrative, arbitration or other alternative
dispute resolution proceeding, hearing or investigation (each, a Proceeding)
pending as of the Closing, whether or not set forth in the Disclosure
Memorandum, or any Proceeding commenced after the Closing and arising out of,
or relating to, any circumstance, action, inaction, occurrence or event
happening on or prior to the Closing;  (xi)all
liabilities and obligations of Seller with respect to any guaranty obligation;  (xii)all
liabilities and obligations of Seller arising out of the conduct of the
Business prior to the Closing;  (xiii)any
liabilities and obligations relating to any personal injury, property damage,
discrimination, wrongful discharge, unfair labor practice or similar claim or
cause of action filed by any Transferred Employee and pending before any court
or administrative agency on the Closing Date or filed after the Closing Date
which relate to or arose out of the operations of the Business prior to the
Closing Date;  (xiv)all
liabilities and obligations, indebtedness, claims or obligations of Shareholder
of any nature whatsoever, whether known or unknown, no matter how or when they
may have arisen; and  (xv)the
excluded liabilities and obligations set forth on Schedule 1.02(b) of
the Disclosure Memorandum.  (xvi)all
liabilities payable by Seller to Shareholder, Success Systems, Inc. (Success)
or any Affiliates of Shareholder or Success, or any other obligations payable
between and among Shareholder, Success and their Affiliates.  1.03Purchase
Price.  Upon the terms and subject
to the conditions of this Agreement, Purchaser will deliver or cause to be
delivered to Seller at the Closing, in full payment for the aforesaid sale,
conveyance, assignment, transfer and delivery of the Transferred Assets and the
assumption of the Assumed Liabilities, same-day funds by wire transfer in the
amount of $1,977,500 cash (the Purchase Price).  1.04The
Closing.  Unless otherwise mutually
agreed, the Closing will take place at 10:00 a.m., Dallas time, at the offices
of Haynes and Boone, LLP, 901 Main Street, Suite 3100, Dallas, Texas 75202, on
September 23, 2002, or by exchange of executed documents and deliveries by
mail, or at such other place, time or date and manner as Seller and Purchaser
may agree. For all purposes, the transactions described in this Agreement shall
be deemed to be effective as of the close of business on the Closing Date.  1.05Deliveries
by Seller.  At the
Closing, Seller will deliver or cause to be delivered to Purchaser the
following:  (a)a
duly executed Assumption Agreement;  (b)a
duly executed bill of sale, substantially in the form of Annex B (the Bill
of sale);  6 
   (c)instruments
of assignment with respect to the In-Process Contracts and Other Contracts in
form and substance reasonably acceptable to Purchaser;  (d)a
consent duly executed by the Shareholder consenting to the sale of the
Transferred Assets and the assumption of the Assumed Liabilities;  (e)all
Required Consents as listed on Schedule 2.06 of the Disclosure
Memorandum; and  (f)all
such other assignments and other instruments as, in the reasonable opinion of
legal counsel to Purchaser, shall be necessary to vest in Purchaser all of
Sellers right, title and interest in, to and under the Transferred Assets.  1.06Deliveries
by Purchaser.  At the
Closing, Purchaser will deliver or cause to be delivered to Seller the
following:  (a)same
day funds by wire transfer in an amount equal to the Purchase Price (such funds
to be delivered by wire transfer to an account that Seller shall have specified
at least two days prior to the Closing other than a Saturday, a Sunday or a day
on which banks in Dallas, Texas, are authorized or obligated by Law or
executive order to close (a Business Day));  (b)a
duly executed Assumption Agreement; and  (c)a
duly executed Bill of Sale.  1.07Procedures
for Assets not Transferable.  If any
of the In-Process Contracts, Other Contracts or any other property or rights
included in the Transferred Assets are not assignable or transferable either by
virtue of the provisions thereof or under applicable Law without the consent,
waiver, approval, authorization, exemption, registration or declaration
(collectively, a Consent or Consents) of a person or entity
that is not a party to this Agreement and that is not controlled by a party to
this Agreement, Seller shall use commercially reasonable efforts to obtain such
Consents prior to the Closing Date. 
Purchaser shall use commercially reasonable efforts to assist in that
endeavor.  If any such Consent is not obtained
prior to the Closing Date and if Purchaser elects to grant a waiver to permit
the Closing to occur despite the absence of such Consent, this Agreement and
the Related Agreements shall not constitute an assignment or transfer of such
In-Process Contracts, Other Contracts and other property or rights
(collectively, the Non-Transferable Contracts).  l.08Allocation
of Purchase Price.  The parties to
this Agreement shall allocate the Purchase Price in accordance with Schedule
1.08 of the Disclosure Memorandum, which has been agreed upon by both
parties. Within ninety (90) days following the Closing Date, Purchaser shall
prepare an initial draft of Internal Revenue Service (IRS) Form 8594
in accordance with the rules of Section 1060 of the United States Internal
Revenue Code of 1986, as amended (the Code),  and the  IRS Treasury
Regulations promulgated thereunder, and deliver such initial draft to Seller,
who shall within thirty (30) days thereafter provide to Purchaser its suggested
revisions thereto.  Purchaser shall,
within an additional thirty (30) days thereafter, finalize such IRS Form 8594,
including Sellers comments, as Purchaser reasonably deems appropriate.  Purchaser and Seller shall attach such IRS
Form 8594 to their respective tax returns for the tax year in which the Closing
Date occurred, and to the extent that the Purchase Price is adjusted, revise  7 
   and amend the
allocation Schedule and IRS Form 8594 as necessary.  The allocation derived pursuant to this Section 1.08 shall
be binding on Seller and Purchaser for all Tax reporting purposes.  1.09Settlement
of Certain Post Closing Transactions. 
It is the intent of all parties to this transaction that each party
should only collect accounts receivable and pay accounts payable and accrued
liabilities that were retained or acquired, as the case may be, in accordance
with the terms of this Agreement; however, recognizing that subsequent to the
Closing Date certain amounts may be collected or paid by a party other than the
party who acquired or retained such amounts (e.g., accounts receivable
collections mailed to the wrong party, invoices from a vendor for services
provided both before and after the Closing Date, etc.), all parties agree to make
each other whole for such transactions within 60 days of the Closing Date,
provided that neither party will pay accounts payable or accrued liabilities on
behalf of the other party without first determining that such other party is in
agreement with paying such amount.  ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER  Except as
disclosed in the disclosure memorandum (the Disclosure Memorandum)
delivered at or prior to the date of this Agreement, Seller represents and
warrants to Purchaser that the statements contained in this Article II
are correct and complete and Shareholder represents and warrants to Purchaser
that the statements contained in Sections 2.01, 2.02, 2.03,
2.04, 2.09, 2.13, 2.14, 2.15,2.17,and 2.18 at and as of the date of this Agreement and
will be correct and complete at and as of the Closing Date as though restated
on and as of such date (except in the case of any representation or warranty
that by its terms is made as of a date specified therein, in which case such
representation or warranty shall be true and correct as of such date).  2.01Organization.  Seller is a corporation duly organized,
validly existing and in good standing under the Laws of the State of Delaware,
with all requisite power and authority to carry on the Business as it is now
being conducted and in the places where the Business is now conducted or
operated.  Seller is duly licensed or
qualified to do business and is in good standing as a foreign corporation in
the following states: Georgia.  2.02Authorization.  The execution, delivery and performance by
Seller of this Agreement and each of the Related Agreements and the
consummation by Seller of the transactions contemplated hereby and thereby are
within Sellers valid powers as a Delaware corporation and have been duly and
validly authorized by all necessary action of Seller. The execution, delivery
and performance by Shareholder of this Agreement and the consummation by
Shareholder of the transactions contemplated hereby are within Shareholders
corporate powers and have been duly and validly authorized by all necessary
action of Shareholder.  2.03Binding
Effect.  This Agreement has been,
and on the Closing Date each of the Related Agreements will be, duly executed
and delivered by Seller and Shareholder. 
Assuming due execution and performance by the Parties, this Agreement
is, and on the Closing Date each of the Related Agreements will be, legal,
valid and binding obligations of Seller and Shareholder, enforceable against
Seller and Shareholder in accordance with their respective terms, subject to
applicable bankruptcy, insolvency and similar Laws affecting creditors rights
generally and subject to general principles of equity.  2.04No
Violations.  The execution delivery,
and performance by Seller and Shareholder of this Agreement and each of the
Related Agreements, and the consummation of the transactions contemplated by
this Agreement and the Related Agreements, do not and will not (i) conflict
with or violate any provision of the certificate of incorporation or the bylaws
of Seller or Shareholder, (ii) subject to obtaining  8 
   the Required
Consents, conflict with, result in the breach of, constitute a default under,
or give any other party any right to terminate, modify or accelerate (whether
after the giving of notice or the lapse of time or both) any right or
obligation of Seller or Shareholder under, any In-Process Contract or Other
Contract or result in the creation of any Lien upon any of the Transferred
Assets, or (iii) to Seller Knowledge (as defined below), subject to obtaining
the Required Consents, violate or result in a breach of or constitute a default
under any Law or Judgment applicable to the Business or by which any of the Transferred
Assets are bound or affected or any Permit necessary for the conduct of the
Business as currently conducted, except in the cases of clauses (ii) and (iii),
for any conflict, breach, default, termination, cancellation, acceleration,
violation or Lien that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Change as defined herein, or
materially impair Sellers or Shareholders ability to consummate the
transactions contemplated by this Agreement. 
A Material Adverse Change is one that materially affects the prospects,
financial conditions, operations or results of operations of the Business
(including the Transferred Assets and the Assumed Liabilities) taken as a
whole, or materially impairs Sellers ability to consummate the transactions
contemplated by this Agreement (a Material Adverse Change).  2.05Subsidiaries.  Seller does not own, control, or have voting
rights with respect to, directly or indirectly, any interest in any other
corporation, partnership, association or other business entity and Seller is
not a party to any agreement relating to the acquisition of such an interest.  2.06Consents
and Approvals.  Except as set forth
in Schedule 2.06 of the Disclosure Memorandum or any federal, state,
local or foreign Laws or regulations (together with the Consents, notices and
filings referred to in and Schedule 2.06 of the Disclosure Memorandum,
the Required Consents), no Consent is required to be obtained by
Seller from, and no notice or filing is required to be given by Seller to or
made  by Seller with, any federal state,
local, foreign or other governmental authority or other Person in connection
with the execution, delivery and performance by Seller of this Agreement and
each of the Related Agreements and the consummation of the transactions
contemplated by this Agreement and the Related Agreements, other than in all
cases where the failure to obtain such Consent or to give or make such notice
or filing would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Change or materially impair Sellers or
Shareholders ability to consummate the transactions contemplated by this
Agreement.  2.07Financial
Information.  The Sellers Statement
of Cash Receipts and Disbursements for each of the twelve (12) months in the
period ended June 30, 2002 (the Financial Information set forth in Schedule
2.07 of the Disclosure Memorandum) fairly represents, in all material
respects, the cash flow of the Seller for the periods referred to in such
Financial Information.  Further, the
footnotes to the Financial Information set forth in Schedule 2.07 of the
Disclosure Memorandum set forth all material transactions between Shareholder
and Seller, any material benefits provided to Seller by Shareholder, and the
amount of cash receipts or disbursements included in the Financial Information
related to such transactions or benefits.  2.08Absence
of Change.  To Sellers Knowledge,
except as disclosed on Schedule 2.08of
the Disclosure Memorandum or as otherwise disclosed in writing by Seller to
Purchaser, since the date of the Financial Information, the Business has been
operated in the ordinary course in a manner consistent with past custom and
practice (including with respect to the matters described in Section 5.01),
and there have not been any changes or developments, that individually or in
the aggregate, reasonably could be expected to result in a Material Adverse
Change.  2.09Undisclosed
Liabilities.  Except as set forth in
Schedules 2.08 and 2.09 of the Disclosure Memorandum or as set
forth on the Financial Statement, (i) all services provided by Seller under the  9 
   Completed
Contracts have been in conformity with all applicable commitments and all
express and implied warranties under the Completed Contracts, and Seller has
not been negligent in the provision of any such services, (ii) neither Seller
nor Shareholder have any liability for unpaid Taxes (with respect to the Business
or otherwise) with respect to periods through the Closing, and (iii) to
Sellers Knowledge, Seller has not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property
rights of any third parties with respect to the Business.  2.10Litigation
and Legal Compliance.  Except as set
forth in Schedule 2.10 of the Disclosure Memorandum, there is no
Proceeding pending or, to Sellers Knowledge threatened (i) involving or
relating to the Business or any of the Transferred Assets or the Assumed
Liabilities or (ii) that seeks to enjoin or obtain damages in respect of the
consummation of the transactions contemplated by this Agreement.  To Sellers Knowledge, except as set forth
in Schedule 2.10 of the Disclosure Memorandum, Seller has complied and
is presently complying in all material respects with all applicable Laws (as
defined below) and Judgments (as defined below) with respect to the Business
except for such failures to comply that, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Change or
materially impair Sellers ability to consummate the transactions contemplated
by this Agreement.  Laws
means any federal, state, local or foreign law, statute, ordinance, rule,
regulation, order or decree.  Judgments
means any judgments, injunctions, orders, writs, rulings or awards of any court
or other judicial authority or any governmental, administrative or regulatory
authority of competent jurisdiction.  2.11Brokers
and Finders.  There is no investment
banker, broker, finder or other intermediary that has been retained by or is
authorized to act on behalf of Seller who might be entitled to any fee or
commission from Purchaser in connection with the transactions contemplated by
this Agreement.  2.12Contracts
Schedule 2.12 of the Disclosure
Memorandum sets forth a list of all In-process Contracts, all lease agreements
and all Other Contracts that are material to the Business (including the
Transferred Assets and the Assumed Liabilities).  Seller has made available to Purchaser a correct and complete
copy of each such In-Process Contract and Other Contract (as amended to
date).  With respect to each such
In-Process Contract and Other Contract: (i) the In-Process Contract or Other
Contract is legal, valid, binding, enforceable and in full force and effect
except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws of general application
affecting creditors rights generally and (b) the availability of equitable
remedies that would be subject to the discretion of the court before which any
proceedings therefore may be brought; (ii) subject to obtaining any applicable
Required Consent, the In-Process Contract or Other Contract is assignable to
and assumable by Purchaser at the Closing; (iii) no party 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 under the In-Process Contract or Other Contract, provided that the
representation in this clause (iii) is qualified to Sellers Knowledge as to
breaches or defaults of any parties to In-Process Contracts or Other Contracts
other than Seller or events relating to any such third parties; and (iv) no
party has repudiated in writing to Seller any provision of the In-Process
Contract or Other Contract.  10 
   2.13Employees
and Employee Benefits.  (a)Schedule
2.13 of the Disclosure Memorandum sets forth a true and correct list of all
Plans that currently benefit any current or former employee of Seller.  Such plans are referred to collectively
herein as the Sellers Plans.  (b)Except
as set forth on Schedule 2.13 of the Disclosure Memorandum, Seller has
heretofore made available to Purchaser with respect to each of Sellers Plans
set forth on Schedule 2.13 true and correct copies of all plan documents
and other instruments, including all amendments thereto, (or a description of
each of Sellers Plans that is not in writing) evidencing Sellers Plans, each
trust or funding arrangement, the most recent IRS determination letter for each
of Sellers Plans intended to be tax qualified, and any other material
information relating to each of Sellers Plans as requested by Purchaser.  (c)Each
of the Sellers Plans, in both form and operation, is in compliance with all
applicable Laws and has been operated in accordance with the terms and
provisions of the plan document, all related documents and policies and all
applicable Laws.  Each of the Sellers
Plans intended to be qualified within the meaning of Section 401(a) of the
Code has received a determination letter from the IRS that it is a qualified plan
and nothing has occurred either before or after the date of such determination
that would adversely affect such qualified status.  There are no pending, or to the Knowledge of Seller, threatened
or anticipated disputes, law suits, investigations, audits, complaints or
claims (other than routine claims for benefits) by, on behalf of, or against
any of the Plans or any trusts related thereto, except as individually or in
the aggregate, would not result in any Liability to Seller or Purchaser or the
imposition of any Liens on the Transferred Assets.  (d)Except
as set forth in Schedule 2.13 of the Disclosure Memorandum, to Sellers
Knowledge, no officer or key employee of the Business intends to terminate his
or her employment by Seller within the next six (6) months other than in
connection with accepting employment with Purchaser (or Purchasers assign)
after the Closing.  (e)Neither
Seller, nor Shareholder nor any other ERISA Affiliate (as defined below) has at
any time within the six (6) year period preceding the date of this Agreement,
sponsored, contributed to, had an obligation to contribute to or otherwise
participated in any Plan that is subject to Title IV of the Employee Retirement
Income Security Act of 1974, as amended (ERISA) or Section 412 of the
Code, including any multiemployer plan, as defined in Section 3(37) of ERISA (Pension
Plan) with respect to which Seller or Purchaser would have any Liability
or that could result in a Lien attaching to any Transferred Assets.  ERISA
Affiliate shall mean any trade or business (whether or not incorporated)
which is or at any time within the six (6) year period preceding the date of
this Agreement would have been treated as a single employer with Seller under
section 4l4(b), (c), (m), or (o) of the Code.  (f)No
union or other collective bargaining unit has been certified as representing
any of the employees of Seller or any subsidiary, nor has Seller or any
subsidiary agreed to recognize any union or other collective bargaining unit.
There are no labor disputes pending or threatened involving strikes, work
stoppages, slowdowns or lockouts with respect to any employee of Seller or any
subsidiary. There are no grievance proceedings or claims of unfair labor
practices filed or, to Sellers Knowledge, threatened to be filed with the
National Labor Relations Board against Seller or any subsidiary and Seller has
not committed any unfair labor practice with respect to the Business.  11 
   (g)Neither
Seller nor any subsidiary is party to any agreement with any employee the
benefits of which (including, without limitation, severance benefits) are
contingent, or the terms of which are materially altered, upon the occurrence
of a transaction involving Seller or any subsidiary of the nature of any of the
transactions contemplated by this Agreement.  2.14Transferred
Assets.  (a)Seller
has good and marketable title to all of the Transferred Assets, free and clear
of any Liens.  The Transferred Fixtures
and Equipment have been, taken as a whole, maintained in accordance with
Sellers normal practice and, to Sellers Knowledge, are in satisfactory
operating condition (with the exception of normal wear and tear).  (b)Except
as set forth in Schedule 2.l4(b) of the Disclosure Memorandum, to
Sellers Knowledge, no third party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property
rights owned or used by the Business.  (c)Except
as set forth in Schedule 2.14(c) of the Disclosure Memorandum, to the
Knowledge of Seller, the Business has not and as presently conducted by Seller
does not interfere with, infringe upon, misappropriate, or otherwise come into
conflict with, any Intellectual Property rights of third parties.  (d)Schedule
2.14(d) of the Disclosure Memorandum identifies each patent, registered
trademark, registered copyright, domain name, and other registration included
in the Transferred Assets with respect to any of the Intellectual Property
owned or used by the Business, and identifies each pending parent, trademark,
copyright, domain name and other application for registration made with respect
to any of the Intellectual Property owned or used by the Business.  2.15Taxes.  (a)Filing
of Tax Returns.  Seller has duly and
timely filed (in accordance with any extensions duly granted by the appropriate
governmental agency, if applicable) all reports, returns, declarations or other
filings required (i) to be filed on or prior to the Closing with the United States
or any state or any political subdivision thereof or any foreign jurisdiction
with respect to Taxes, and (ii) to be supplied to any taxing authority or
jurisdiction with respect to Taxes, including any amendments to such reports,
returns, declarations or filings (Tax Returns).  All such Tax Returns are complete and
accurate in all respects and properly reflect the Taxes of Seller for the
periods covered thereby.  (b)Payment
of Taxes.  Except for such items
Seller may be disputing in good faith by proceedings in compliance with
applicable law as set forth on Schedule 2.15 of the Disclosure
Memorandum, (i) Seller has paid all Taxes that are due with respect to any Tax
Returns that it or they have filed, and (ii) Seller is not delinquent in the
payment of any Taxes.  (c)No
Pending Deficiencies Delinquencies Assessments or Audits.  Seller has not received any notice that any
Tax deficiency or delinquency has been asserted against Seller, and to Sellers
Knowledge, there is no threat of such assertion and there exists no basis for
any such assertion.  There is no unpaid
assessment, proposal for additional Taxes, deficiency or delinquency in the
payment of any of the Taxes of Seller that has been asserted by any taxing
authority.  There is no taxing authority
audit of Seller pending or threatened to Sellers Knowledge.  Seller is not a party to any pending action
or proceeding by any governmental authority for assessment or collection of
Taxes.  Seller has not violated any
applicable federal, state, local or foreign tax law.  There are no security interests or liens on any  12 
   Transferred
Assets of Seller which have resulted from any failure to pay (or alleged
failure to pay) Taxes except liens for Taxes not yet due and payable.  (d)No
Extensions of Limitation Period.  No
waivers of statutes of limitations or agreements extending the period for
assessment or collection of any income or other Taxes for which Seller may be
liable have been requested in respect thereof, and no closing agreements have
been entered into with, or rulings requested in respect from, any governmental
authority with respect to Shareholder or Seller.  (e)All
Withholding Requirements Satisfied. 
All monies required to be withheld by Seller and paid to governmental
agencies for all income, social security, unemployment insurance, sales,
excise, use, and other Taxes have been collected or withheld and timely paid to
the respective governmental agencies.  (f)Foreign
Person.  Seller is not a foreign
person, as such term is referred to in Code Section 1445(f)(3) and Section
1.1445-2 of the Income Tax Regulations, including Temporary Regulations,
promulgated under the Code, as those regulations may be amended from time to
time (including corresponding provisions of succeeding regulations) (the Regulations).  (g)Safe
Harbor Lease.  None of the
properties or assets of Shareholder or Seller constitutes property that
Shareholder, Seller, Purchaser, or any Affiliate (as defined below) of
Purchaser will be required to treat as being owned by another person pursuant
to the Safe Harbor Lease provisions of Code Section 168(f)(8) prior to repeal
by the Tax Equity and Fiscal Responsibility Act of 1982.  Affiliate with respect to any Person shall mean a Person that,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such Person, and with respect to
Shareholder, affiliate shall also mean any international associates of
Shareholder.  (h)Entity
Classification.  Each of Seller and
Shareholder is a C-corporation for federal income tax purposes.  2.16Environmental
Matters.  (a)Compliance.  To Sellers Knowledge, Seller is in
compliance with all applicable Environmental Laws (as defined below) and Seller
has not received or sent (nor has Seller been required to send or provide) any
communication (written or oral), from any person that alleges that Seller is
not in compliance with applicable Environmental Laws.  Seller has not given nor has Seller been required by any
Environmental Laws to give or provide notice to any governmental agencies.  Environmental
Laws shall mean all federal, state and local laws or orders relating to
the regulation or protection of human health, welfare, safety or the
environment (including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata), including, without
limitation, laws and regulations relating to Releases (as defined below) or
threatened Releases of Hazardous Materials (as defined below), or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, recycling or handling of Hazardous Materials.  Releases
shall mean any depositing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing
into the environment.  13 
   Hazardous
Materials shall mean (i) any petroleum or petroleum products or natural
gas liquids as those terms are defined or used in Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA),
mold, radioactive materials, asbestos in any form that is or could become
friable, polychlorinated biphenyls (PCBs) in any form or equipment;
and (ii) any chemicals, materials or substances which are now defined as or
included in the definition of hazardous substances, hazardous wastes,
hazardous materials, extremely hazardous wastes, restricted hazardous
wastes, toxic substances, toxic pollutants, pollutants, contaminants
or words of similar import, under any Environmental Law; and (iii) any other
chemical, material, substance or waste, exposure to which is now prohibited,
limited or regulated under any Environmental Law.  2.17Reasonably
Equivalent Value.  Prior to Closing
Seller has sought offers from other potential purchasers to purchase the assets
of Seller being transferred to Purchaser as described herein.  As of the date of execution of this
Agreement, Seller did not receive any legitimate offers in amounts in excess of
the Purchase Price and other consideration being paid by Purchaser, although
discussions regarding a potential offer from Inovis, Inc./Golden Gate Capital,
LLC are ongoing.  The Purchase Price and
other consideration being paid by Purchaser constitute reasonably equivalent
value for the sale of the Transferred Assets.  2.18General.  The representations and warranties contained
in this Article II do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements and information contained in this Article II not misleading.  EXCEPT
AS EXPRESSLY PROVIDED IN THIS ARTICLE II, NEITHER SELLER NOR SHAREHOLDER MAKE
ANY WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN WRITING OR ORAL, REGARDING THE
TRANSFERRED ASSETS OR AS TO THE FINANCIAL CONDITION, ASSETS, BUSINESS, OR ANY
OTHER MATTER, THING, EVENT, OR CONDTION RELATING TO OR CONCERNING SELLER OR
SHAREHOLDER, AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE II, THE
TRANSFERRED ASSETS ARE SOLD AND CONVEYED AS IS WHERE IS, AND SELLER AND
SHAREHODLER HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND AS TO NON-INFRINGEMENT.  ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER  Except as
disclosed in the Disclosure Memorandum, Purchaser represents and warrants to
Seller and Shareholder that the statements contained in this Article III
are correct and complete at and as of the date of this Agreement and will be
correct and complete at and as of the Closing Date as though restated on and as
of such date (except in the case of any representation or warranty that by its
terms is made as of a date specified therein, in which case such representation
or warranty shall be true and correct as of such date):  3.01Organization.  Purchaser is a limited liability company
duly organized, validly existing and in good standing under the Laws of the
State of Delaware and, prior to the Closing Date, will be duly qualified to do
business in each jurisdiction where the nature of its business and the
performance of the Assumed Liabilities requires such qualification.  3.02Authorization.  The execution, delivery and performance by
Purchaser of this Agreement and each of the Related Agreements and the
consummation by Purchaser of the transactions contemplated  14 
   hereby and
thereby are within Purchasers corporate powers and have been duly and validly
authorized by all necessary action of Purchaser.  3.03Binding
Effect.  This Agreement has been,
and on the Closing Date each of the Related Agreements will be, duly executed
and delivered by Purchaser.  This
Agreement is, and on the Closing Date each of the Related Agreements will be,
legal, valid and binding obligations of Purchaser, enforceable against
Purchaser in accordance with their respective terms, subject to applicable
bankruptcy, insolvency and similar Laws affecting creditors rights generally
and subject to general principles of equity.  3.04No
Violations.  The execution, delivery
and performance by Purchaser of this Agreement and each of the Related
Agreements, and the consummation of the transactions contemplated by this
Agreement and the Related Agreements, do not and will not (i) conflict with or
violate any provision of the articles of organization, regulations or other
organizational documents of Purchaser, (ii) subject to obtaining the Required
Consents, conflict with, result in the breach of, constitute a default under,
result in the termination, modification or acceleration of any right or
obligation of Purchaser under, or give any other party any right to terminate,
modify or accelerate (whether after the giving of notice or the lapse of time
or both) any right or obligation of Purchaser under, any agreement, contract,
lease, purchase and sale order, arrangement, commitment or license to which
Purchaser is a party or by which Purchaser or any of its assets or properties
is bound or affected or (iii) subject to obtaining the Required Consents,
violate or result in a breach of or constitute a default under, any Law or
Judgment applicable to Purchaser or by which Purchaser or any of its assets or
properties is bound or affected, except in the cases of clauses (ii) and (iii),
for any conflict, breach, default, termination, cancellation, acceleration,
violation, or Lien that, individually or in the aggregate, would not reasonably
be expected to materially impair Purchasers ability to consummate the
transactions contemplated by this Agreement.  3.05Consents
and Approvals.  Except as set forth
in Schedule 3.05 of the Disclosure Memorandum or any other federal,
state, local or foreign Laws or regulations, no Consent is required to be
obtained by Purchaser from, and no notice or filing is required to be given by
Purchaser to or made by Purchaser with, any federal, state, local, foreign or
other governmental authority or other Person in connection with the execution,
delivery and performance by Purchaser of this Agreement and each of the Related
Agreements and the consummation of the transactions contemplated by this
Agreement and the Related Agreements, other than in all cases where the failure
to obtain such Consent or to give or make such notice or filing would not,
individually or in the aggregate, reasonably be expected to materially impair
Purchasers ability to consummate the transactions contemplated by this
Agreement.  3.06Brokers
and Finders.  There is no investment
banker, broker, finder or other intermediary that has been retained by or is
authorized to act on behalf of Purchaser who might be entitled to any fee or
commission from Seller in connection with the transactions contemplated by this
Agreement.  EXCEPT
AS EXPRESSLY PROVIDED IN THIS ARTICLE III, PURCHASER MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WHETHER IN WRITING OR ORAL, REGARDING ANY MATTER, THING,
EVENT, OR CONDITION RELATING TO OR CONCERNING PURCHASER, AND PURCHASER HEREBY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AS TO
NON-INFRINGEMENT.  15 
   ARTCLE IV COVENANTS  4.01Conduct
of the Business Pending the Closing. 
Except as (x) consented to or approved by the Purchaser in writing or
(y) required by this Agreement, from the date hereof until the Closing, Seller
(i) shall not take any action that would cause Sellers representations and
warranties herein to be untrue in any respect, (ii) shall conduct the Business
only in the ordinary and usual course in a manner consistent with past custom
and practice, (iii) shall use commercially reasonable efforts to preserve
intact the present business organization of the Business, keep available the
services of the Business present management and employees and preserve their
relationships with clients, suppliers, customers, lenders and others having
business dealings with Seller (including, to the extent consistent with the
provisions of this Agreement, their respective Affiliates) to the extent that
the failure to so preserve the present business organization, to keep available
the services of present management and employees, or to preserve certain
relationships would result in a Material Adverse Change in the Business, (iv)
shall use its reasonable best efforts to maintain the Transferred Assets used
in the ordinary course of business consistent with past practice, reasonable
wear and tear excepted, (v) shall not take any action that could reasonably be
expected to result in a Material Adverse Change or which could result in the
failure of any of the conditions set forth in Article V to be satisfied, and
(vi) Seller and Shareholder shall use commercially reasonable efforts to put
the Purchaser into contact with an appropriate representative of the party that
acquired the assets of Peregrine Connectivity, Inc. formerly known, as
Harbinger, Inc. so that Purchaser may have an opportunity to negotiate an
agreement for such party to provide Hosting Services and Electronic Data
Interchange Services.  Without limiting
the foregoing, except as contemplated by this Agreement, including Schedule
4.01 of the Disclosure Memorandum, Seller and Shareholder shall not, and
shall cause their respective Affiliates not to, without giving prior written
notice to the Purchaser:  (a)           permit or allow any of the assets
that will be Transferred Assets to be subjected to any Liens or incur any
indebtedness for money borrowed that constitutes an Assumed Liability;  (b)sell,
transfer, license, lease or otherwise dispose of or agree to dispose of
(including by the granting of an option, conditional sale agreement or
otherwise), or acquire or agree to acquire, any assets that would be
Transferred Assets, except in the ordinary course of the Business;  (c)amend
or modify their certificate of incorporation or bylaws, if such amendment or
modification would have a material adverse effect as to the completion of the
transactions contemplated hereby;  (d)except
as required by Law, grant any general increase in the compensation of employees
of the Business (including any such increase pursuant to any bonus, pension,
profit-sharing or other plan or commitment) or grant any increase in the
compensation payable or to become payable to any officer or employee of the
Business, except for increases in compensation payable to employees in the
ordinary course of business;  (e)enter
into any agreement for, or modify, amend, or terminate, any In-Process Contract
or Other Contract or other agreements relating to, the Business, if such
agreement, modification, amendment or termination would result in a Material
Adverse Change;  (f)merge
or consolidate with or sell all or substantially all of the assets or equity
securities of Seller (or enter into any agreement to merge or consolidate with
or sell all or substantially all of the assets or equity securities of Seller),
in one transaction or a series of related transactions, to any corporation or
other entity or adopt or consent to a plan of liquidation;  16 
   (g)alter
in any material respect its practices and policies relating to the payment and
collection, as the case may be, of accounts payable and accounts receivable
relating to the Business or the Transferred Assets;  (h)commence
or seek to commence a voluntary case under the Bankruptcy Code or consent to
the entry of an order for relief in an involuntary case or to the conversion of
any involuntary case to a voluntary case under any such law or consent to the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a substantial part of its property, (ii) make any assignment for the
benefit of creditors or (iii) adopt any resolution or otherwise authorize
action to approve any of the actions referred to in this subclause (h)
(collectively, Bankruptcy Actions);  (i)adopt,
amend in any material respect adverse to Seller or terminate any Benefit Plan,
severance plan or collective bargaining agreement or make awards or
distributions under any Benefit Plan affecting the Business or the Transferred
Assets, except awards or distributions to any participant or employee in the
ordinary course of business or as required by the terms of any such plan or
agreement as in existence on the date hereof;  (j)compromise
any claims or waive any rights of material value to the Business;  (k)hire
any Person who would become an employee or enter into or amend any employment
or consulting agreement with a Person providing services to the Seller in
connection with such agreement;  (l)issue,
award or distribute any shares, warrants, options or other securities of
Seller; pay or declare any dividend or other distribution relating to or in
connection with the ownership of any security of Seller; repurchase, retire or
reclassify any shares of stock or other security of Seller; or  (m)agree,
commit or resolve to do or authorize any of the foregoing.  4.02Access
to Information.  (a)Prior
to the Closing Date, but subject to any confidentiality obligations binding on
Seller or Shareholder with respect to any Person, Seller and Shareholder shall,
at Purchasers sole risk and expense, (i) give Purchaser and its authorized
representatives reasonable access, during, normal business hours and on
reasonable notice, to the Business (including the Transferred Assets and the
Assumed Liabilities), (ii) permit Purchaser and its authorized representatives
to make such inspections as they may reasonably request and (iii) cause
Sellers and Shareholders directors, officers, managers, members and employees
(as applicable) to furnish Purchaser and its representatives with such
financial and operating data and other information that is available with
respect to the Business (including the Transferred Assets and the Assumed
Liabilities) as Purchaser and its representatives may from time to time
reasonably request, all in accordance with the terms and conditions of the
confidentiality agreement, dated July 3, 2002, by and among Seller,
Shareholder, Purchaser and its affiliates (the Confidentiality Agreement)
and the Letter of Intent, dated July 17, 2002, by and among Seller, Shareholder
and Purchaser (the LOI)..  (b)After
the Closing Date, Seller and Shareholder shall, in accordance with section 3 of
the Confidentiality Agreement, (i) hold in strict confidence all documents and
information concerning the Business (including the Transferred Assets and the
Assumed Liabilities), (ii) only use such documents and information in
accordance with the provisions of this Agreement and (iii) cause its agents and
representatives, excluding those persons not under the reasonable control of
Seller and Shareholder, to also observe such confidentiality and non-use provisions,
except to the extent explicitly required by law or as  17 
   otherwise
consented to by Purchaser; provided that Purchaser hereby acknowledges and
agrees that (i) Success Systems, Inc. (SSI) is a shareholder of Seller
and, accordingly, a copy of this Agreement will be provided and the
transactions contemplated hereby will be disclosed, to SSI and its principals,
Howard (Butch) Spiller and Warren Spiller (collectively, the Spillers);
(ii) SSI is in litigation with Seller and Shareholder, which litigation is
referenced in Schedule 2.10 of the Disclosure Memorandum (the SSI
Litigation), and that Seller and Shareholder may be legally obligated to
provide to SSI and the Spillers documents and information concerning the
Business and other confidential information as part of the discovery process
and other proceedings relating to the SSI Litigation and by virtue of the fact
that SSI is a shareholder of Seller and (iii) the Spillers were officers,
directors and/or employees of Seller and, therefore, had access to trade
secrets, proprietary and confidential information and intellectual property of
Seller, and (iv) neither Seller nor Shareholder shall have any responsibility
or liability to Purchaser or any affiliate of Purchaser under this Agreement,
the Confidentiality Agreement or otherwise, with respect to the disclosure,
publication, use, dissemination or misappropriation by SSI or the Spillers of
any such trade secrets, proprietary and confidential information or
intellectual property.  (c)After
the Closing Date, Purchaser shall provide reasonable access to Seller for
inspection and copying, at Sellers expense at reasonable times upon request,
any Records transferred to Purchaser pursuant to this Agreement that, at the
time of such request, are in the possession or reasonable control of
Purchaser.  Such Records shall be
retained for a reasonable period following the Closing consistent with
Purchasers record retention policy as currently in effect or subsequently
modified.  (d)After
the Closing Date, Seller and Shareholder shall provide reasonable access to
Purchaser for inspection and copying, at Purchasers expense at reasonable
times upon request, any records and documents relating to the Business (including
the Excluded Assets) and that, at the time of such request, are in the
possession or reasonable control of Seller or Shareholder.  Such records and documents shall be retained
for a reasonable period following the Closing consistent with Sellers record
retention policy as currently in effect or subsequently modified.  4.03Commercially
Reasonable Efforts.  Upon the terms
and subject to the conditions of this Agreement, Seller, Shareholder and
Purchaser shall cooperate and use commercially reasonable efforts to fulfill
the conditions precedent to the other partys obligations under this Agreement,
including securing as promptly as practicable all Required Consents.  In case at any time after the Closing any further
action is necessary or desirable to carry out the purposes of this Agreement,
the respective parties to this Agreement shall take all such necessary action.  4.04Public
Announcements.  Prior to the
Closing, Purchaser and Seller shall consult with each other before issuing any
press release or otherwise making any public statement with respect to this
Agreement or the transactions contemplated by this Agreement, and neither
Purchaser, Seller nor Shareholder shall issue any such pre-Closing press
release with respect to this Agreement or the transactions contemplated by this
Agreement without the prior written approval of the other party to this
Agreement, except as may be required by applicable Law or any stock exchange
listing or trading agreements.  After
the Closing, Purchaser and Seller shall consult with each other before issuing
any press release (but not before making any other public statement) with
respect to this Agreement or the transactions contemplated by this Agreement,
and neither Purchaser, Seller nor Shareholder shall issue any such post-Closing
press release with respect to this Agreement or the transactions contemplated
by this Agreement without the prior written approval of the other party to this
Agreement, except as may be required by applicable Law or any stock exchange listing
or trading agreements.  18 
   4.05Waiver
of Restrictions on Business Activities. 
On or prior to the Closing Date, Seller shall waive for such period as
the applicable Transferred Employee is employed by Purchaser (or its designee)
any and all limitations and restrictions (non-compete or otherwise) prohibiting
or impairing such Transferred Employees ability to engage in management
consulting or other services offered by Purchaser, including any limitations
and restrictions on engaging in such services set forth in any agreement to
which such Transferred Employee is a party. 
Purchaser shall promptly notify Seller in writing in the event that the
employment by Purchaser (or its designee) of any Transferred Employee with
respect to whom Seller has waived any limitation or restriction as contemplated
by this Section 4.05 is terminated.  4.06Use
of Name.  After the Closing, Seller
and Shareholder shall no longer use the names GLink, GLink LLC, GroceryLink,
GroceryLink, LLC, eXchangeBridge and eXchangeBridge, Inc, for any purpose.  4.07Exclusivity.  Subject to Section 7.02, Seller and
Shareholder will not, nor will they permit any of their representatives and
agents, directly or indirectly, to (i) solicit, initiate or take any other
action that could reasonably be expected to facilitate or encourage (including
without limitation by way of furnishing information or providing access to the
books, records, properties or assets of the Seller or Shareholder) the making
of any proposal to acquire the Business or any portion of the Business, or (ii)
participate in any discussions or negotiations regarding any proposal to
acquire the Business or any portion of the Business.  Neither Seller nor Shareholder shall have any responsibility or
liability to Purchaser with respect to actions taken by SSI or the Spillers in
violation of this Section 4.07.  4.08Group
Health Plans.  Seller and each ERISA
Affiliate that, prior to Closing, sponsored a group health plan (as defined in
Section 5000b of the Code, Section 607 of ERISA, or both) which provides
welfare benefits to any current or former employee of Seller will maintain such
group health  plan after Closing and
will not, in connection with the sale (as such phrase is described in Section
54.4980B-9, Q&A-8 of the Regulations, whether or not such regulations apply
to this Agreement) of the property, assets, and rights of the Business as
described in this Agreement, cease to provide coverage under such group health plan
to its employees.  4.09Vacation
and Sick Day Benefits.  Purchaser
shall assume any vacation and sick days accrued but unused by each Transferred
Employee as of the Closing Date in accordance with the terms of Sellers
vacation and sick day policies in effect as of such date.  ARTICLE V CONDITIONS TO CLOSING  5.01General
Conditions.  The obligations of each
party to this Agreement to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction at or prior to the Closing of
the following conditions:  (a)No
order, statute, rule, regulation, executive order, injunction, stay, decree or
restraining order shall have been enacted, entered, promulgated or enforced by
any court of competent jurisdiction or governmental or regulatory authority or
instrumentality that prohibits the consummation of the transactions
contemplated by this Agreement; and  (b)Updating
of the Schedules to this Agreement to Purchasers satisfaction and for its
approval in its sole discretion.  19 
   5.02Additional
Conditions to Obligations of Seller. 
The obligation of Seller to consummate the transactions contemplated by
this Agreement shall be subject to the satisfaction or waiver at or prior to
the Closing of each of the following conditions:  (a)Purchaser
shall have performed and complied with all agreements and covenants required to
be performed and complied with by Purchaser under this Agreement at or prior to
the Closing Date;  (b)The
representations and warranties of Purchaser contained in this Agreement shall
be true and correct at and as of the date of this Agreement and shall be true
and correct in all material respects at and as of the Closing Date as though
restated on and as of such date (except in the case of any representation or
warranty that by its terms is made as of a date specified therein, in which
case such representation or warranty shall be true and correct as of such
specified date);  (c)Sellers
board of directors and shareholders shall have approved this Agreement, the
Related Agreements and the transactions contemplated thereby;  (d)Seller
shall have received from Purchaser the Purchase Price;  (e)Seller
shall have received from Purchaser the Related Agreements, duly executed by
Purchaser;  (f)There
shall not be any Proceeding pending that seeks to enjoin or obtain damages in
respect of the consummation of the transactions contemplated by this Agreement
or that, if adversely determined, could reasonably be expected to result in a
material impairment of the parties ability to consummate the transactions
contemplated by this Agreement and no judgment or order shall have been issued
or be pending, with respect to the SSI Litigation, for such injunctive relief
or damages;  (g)Seller
shall have received from Purchaser the documents referred to in Section 2.06;
and  (h)Seller
shall have received from Purchaser a certificate signed by an appropriate
officer or manager of Purchaser as to Purchasers compliance with the
conditions set forth in Sections 5.02(a) and 5.02(b).  (i)With
respect to all hardware and software disclosed in the Disclosure Memorandum and
Schedules as being owned by SCE or Inovis, Inc., the Seller shall have obtained
(i) ownership of, or (ii) valid evidence of rights as licensee reasonably
equivalent to those rights currently held by SCE / Inovis, Inc.  The parties may mutually agree to a value
for such hardware and software and a corresponding reduction of the Purchase Price
in the event that such transfer has not occurred by the Closing Date.  5.03Additional
Conditions to Obligations of Purchaser. 
The obligation of Purchaser to consummate the transactions contemplated
by this Agreement shall be subject to the satisfaction or waiver at or prior to
the Closing of each of the following conditions:  (a)Seller
and Shareholder shall have performed and complied with all agreements and
covenants required to be performed and compiled with by Seller or Shareholder
under this Agreement at or prior to the Closing Date;  20 
   (b)The
representations and warranties of Seller and Shareholder contained in this
Agreement shall be true and correct at and as of the date of this Agreement and
shall be true and correct in all material respects at and as of the Closing
Date as though restated on and as of such date (except in the case of any
representation or warranty that by its terms is made as of a date specified
therein, in which case such representation or warranty shall be true and
correct as of such specified date);  (c)Purchaser
shall have received from Seller the Related Agreements, duly executed by
Seller;  (d)Purchaser
shall have received all of the Required Consents listed on Schedule 5.03(f)
of the Disclosure Memorandum;  (e)Purchaser
shall have entered into employment agreements with the officers and other
employees of the Business specified in Schedule 5.03(g) of the
Disclosure Memorandum, on the terms and conditions satisfactory to Purchaser;  (f)There
shall not have been any Material Adverse Change since the date of this
Agreement;  (g)There
shall not be any Proceeding pending that seeks to enjoin or obtain damages in
respect of the consummation of the transactions contemplated by this Agreement
or that, if adversely determined, could reasonably be expected to result in a
Material Adverse Change or a material impairment of the parties ability to
consummate the transactions contemplated by this Agreement and no judgment or
order shall have been issued or be pending, with respect to the SSI Litigation,
for such injunctive relief or damages;  (h)Purchaser
shall have received from Seller and Shareholder the documents referred to in Section
1.05; and  (i)Purchaser
shall have received from Seller a certificate signed by an appropriate officer
of Shareholder and of Seller as to Sellers compliance with the conditions set
forth in Sections 5.03(a) and 5.03(d).  (j)Purchaser
shall be satisfied, in its sole discretion, that after the Closing, the
Transferred Assets,  including the
software and related transaction processing system, are transportable to and
will be fully functional and operational at a new location as provided in the
LOI.  (k)Purchaser
shall be satisfied that after the Closing, the Transferred Assets constitute
the assets, tangible and intangible, of any nature whatsoever, necessary to
operate the Business in substantially the manner presently operated by Seller.  21 
   ARTICLE VI PERSONNEL, EMPLOYMENT ARRANGEMENTS, AND EMPLOYEE BENEFITS  6.01Transferred
Employees.  Effective as of the
Closing Date, Purchaser shall offer employment to all employees of the listed
on Schedule 6.01 of the Disclosure Memorandum.  Such employees who accept employment with Purchaser as of the
Closing Date shall be referred to as the Transferred Employees.
Purchaser shall not be required to offer employment to any employee, and
Purchaser shall not assume any Liability with respect to any current or former
employee of Seller except as specifically set forth in this Agreement with
respect to the Transferred Employees. 
Notwithstanding anything in this Section 6.01 or any other provision in
this Agreement to the contrary, Raj Tanna may, at Shareholders request to
Purchaser from time to time, perform various services in connection with the
winding down of Sellers business, up to ten (10) hours per week, for a period
ending on the sixtieth (60th) day after the Closing.  Such services shall be deemed to be within
the scope of such employees employment with Purchaser and shall not entitle
such employee to any further compensation or remuneration from Seller,
Shareholder or any other party.  6.02Employee
Records.  Seller shall make
available to Purchaser all personnel records, including names, Social Security
numbers, performance ratings and evaluations (if available), dates of hire by
Seller, dates of birth, numbers of hours worked each fiscal year and
compensation histories (if available), for all Transferred Employees.  Seller may retain copies of any Records
relating to Transferred Employees so long as Seller provides to Purchaser the
original, if available, or at least one copy of such Records.  After the Closing, Purchaser shall provide
Seller access to all Records relating to Transferred Employees in accordance
with Section 4.02(c), and Seller shall provide Purchaser access to
all Records relating to Transferred Employees in accordance with Section 4.02(d).  6.03Benefits
Coverage.  Purchaser shall provide
the Transferred Employees with those employee benefits that are provided to
other, similarly situated employees of Purchaser.  6.04Service
Crediting.  Effective as of the
Closing Date, Purchaser shall treat prior service with Seller as service with
Purchaser for purposes of determining eligibility to participate, vesting, and
matching contribution benefits, if any, with respect to all employee benefit
plans covering Transferred Employees.  6.05Medical
Plans.  (a)Effective
as of the Closing Date, Purchaser shall make enrollment available to all
Transferred Employees and their eligible dependents without any waiting period
in a Purchaser plan or plans providing medical benefits (the Purchaser
Medical Plan), to the extent such individuals were covered under Sellers
applicable medical plan (the Seller Medical Plan), as contemplated by Section
6.03; Such Purchaser Medical Plan shall waive any restrictions and
limitations for pre-existing conditions for all Transferred Employees, to the
extent such restrictions did not apply under the Seller Medical Plan, and shall
give credit to each Transferred Employee for any deductibles and out-of-pocket
expenses paid during the current plan year by such Transferred Employee under
the Seller Medical Plan.  (b)Purchaser
shall be responsible for medical expenses covered under the terms of the
Purchaser Medical Plan incurred by a Transferred Employee and/or his covered
dependents who are enrolled in the Purchaser Medical Plan after the later of
(i) the Closing Date or (ii) the date such person becomes a Transferred
Employee.  Seller shall be responsible
only for medical expenses covered under the terms of the Seller Medical Plan
incurred by a Transferred Employee and/or his covered dependents on or prior to
the Closing Date (or if later, for the period prior to the date such person
becomes a Transferred  22 
   Employee).  If a Transferred Employee or a covered
dependent of a Transferred Employee enrolled in the Seller Medical Plan is
hospitalized on the Closing Date, the Seller Medical Plan shall continue to
provide coverage for such person until he or she is discharged from the
hospital, to the extent coverage is provided under the terms of the Seller
Medical Plan.  6.06Flexible
Spending Arrangements.  (a)Purchasers
FSA. Purchaser shall take all actions necessary and legally permissible to
ensure that, as of the Closing Date, it includes the Transferred Employees who
are participating in the Sellers Section 125 Plan and any flexible spending
arrangements thereunder (Sellers FSA) as of the Closing Date, in Purchasers
Section 125 Plan and any flexible spending arrangements thereunder
(Purchasers FSA).  Purchaser shall
further take all actions necessary and legally permissible to amend Purchasers
FSA to provide that (i) the Transferred Employees who elected to participate in
Sellers FSA shall become participants in Purchasers FSA as of the beginning
of Sellers FSA plan year and at the level of coverage provided under Sellers
FSA, except that any Transferred Employees who continue participation in
Sellers FSA after the Closing Date shall not be covered by Purchasers FSA for
that year; (ii) the Transferred Employees salary reduction elections shall be
taken into account for the remainder of Purchasers FSAs plan year as if made
under Purchasers FSA.; and (iii) Purchasers FSA shall reimburse medical
expenses incurred by the Transferred Employees at any time during Sellers
FSAs plan year (including claims incurred prior to the Closing Date), up to the
amount of the Transferred Employees election and reduced by amounts previously
reimbursed by Seller.  (b)Sellers
FSA.  Seller shall take all actions
necessary and legally permissible to amend Sellers FSA to provide that the
Transferred Employees shall cease to be eligible for reimbursements from
Sellers FSA as of the Closing Date, except to the extent that any Transferred
Employee elects continuation of coverage under Sellers FSA as permitted by
Code Section 4980B and Section 601 et seq. of ERISA.  (c)Transfer.  As soon as practicable following the Closing
Date, Seller shall transfer to Purchaser and Purchaser agrees to accept, those
amounts which represent the Transferred Employees debit and credit balances
under the Sellers FSA, a schedule of which is attached hereto as Schedule
6.06.  6.07Health
Care Coverage.  Seller shall be
responsible for compliance with all requirements under Sections 4980B and
9801of the Code and Section 601, et  seq.  of ERISA with respect to any (a) Transferred
Employee or (b) dependent of such Transferred Employee, in each case who, on or
prior to the Closing Date, becomes a qualified beneficiary within the meaning
of Section 4980B(g)(l) of the Code as the result of any qualifying event
within the meaning of Section 4980B(f)(3) of the Code or who, on or prior to
the Closing Date, ceases to be covered under Sellers group health plan.  Purchaser shall be responsible for
compliance with all requirements under Sections 4980B and 9801 of the Code and
Section 601, et  seq. of ERISA with respect to any (a) Transferred
Employee or (b) dependent of such Transferred Employee, in each case who, after
the Closing Date, becomes a qualified beneficiary within the meaning of Section
4980B(g)(l) of the Code as the result of any qualifying event within the
meaning of Section 4980B(f)(3) of the Code or who, after the Closing Date,
ceases to be covered under Purchasers group health plan.  6.08Sellers
Savings Plan.  Seller shall take all
necessary and legally permissible actions in order to cause the Sellers 401
(k) defined contribution plan with the Principal Financial Group (Sellers
Savings Plan) to distribute the account balances thereunder for each
Transferred Employee who participated in Sellers Savings Plan prior to the
Closing Date, subject to the consent of such Transferred Employee, where
required, including making any and all necessary amendments to Sellers Savings
Plan to  23 
   effect such
distribution, and Purchaser shall cause its 401(k) savings plan or other
comparable plan sponsored by Purchaser (Purchasers Savings Plan) to
accept a rollover of such account balances, if such Transferred Employees so
elect.  ARTICLE VII TERMINATION  7.01Termination. 
This Agreement may be terminated and the transactions contemplated by
this Agreement may be abandoned at any time prior to the Closing:  (a)by
the mutual written agreement of Purchaser and Seller;  (b)by
either Purchaser or Seller, if there shall be any Law or regulation that makes
the consummation of the transactions contemplated by this Agreement illegal or
otherwise prohibited or if consummation of the transactions contemplated by
this Agreement would violate any order or Judgment of any court or governmental
body having competent jurisdiction and including, without limitation, any
judgment or order issued pending, with respect to the SSI Litigation, for such
injunctive relief or damages;  (c)by
Purchaser upon a breach by Shareholder or Seller of any of their covenants under
this Agreement that is not cured within ten Business Days following notice of
such breach to such party;  (d)by
Purchaser upon the occurrence of any event or circumstance that would
reasonably be expected to cause Seller or Shareholder to be unable to deliver
the certificate as described in Section 5.03(i);  (e)by
Seller upon a breach by Purchaser of any of its covenants under this Agreement
that is not cured within ten Business Days following notice of such breach to
Purchaser;  (f)by
Seller upon the occurrence of any event or circumstance that would reasonably
be expected to cause Purchaser to be unable to deliver the certificate as
described in Section 5.02(h) or a failure of the conditions described in
5.02(d) or (f); or  (g)by
Purchaser, by giving written notice of such termination to the Seller, if by
the Closing Date, the conditions set forth in Sections 5.03(d), 5.03(e)
and 5.03(j) have not been satisfied.  (i)as
provided in Section 7.02.  7.02Fiduciary Out. 
Notwithstanding Section 4.07, Seller may participate in discussions or
negotiations with, or furnish information with respect to Seller, to any Person
if (i) such Person has submitted to Seller a bona fide written proposal to
acquire the stock or assets of Seller which was not first solicited on or after
the date of execution of this Agreement (Acquisition Proposal), (ii)
the Board of Directors of Seller (A) determines by a majority vote in its good
faith judgment, after consultation with outside counsel, that taking such
action is necessary in order to act in a manner consistent with the fiduciary
duties of such Board under applicable laws, and (B) contemporaneously with
furnishing any such nonpublic information to, or entering into discussions or
negotiations with, such Person, Seller gives Purchaser written notice of the
identity of such Person and of Sellers intention to furnish nonpublic
information to, or enter into discussions or negotiations with, such Person,
and (iii) contemporaneously with furnishing any such information to such
Person, Seller furnishes such information to Purchaser (to the extent such
information has not been previously furnished by Seller). In addition,
notwithstanding Section 4.07, Seller may terminate this Agreement and proceed
to consummate the transactions contemplated by  24 
   the Acquisition Proposal
provided and only if the Acquisition Proposal is a Superior Proposal (as
hereinafter defined).  For purposes of this Agreement, Superior Proposal means any
bona fide written Acquisition Proposal that is on terms which the Board of
Directors of Seller determines by a majority vote of its directors in their
good faith judgment (after consultation with its outside counsel and financial
advisors), after taking into account all relevant factors, including any
conditions to such Acquisition Proposal, the form of consideration contemplated
by such Acquisition Proposal, the timing of the closing thereof, the risk of
nonconsummation, the ability of the Person making the Acquisition Proposal to
finance the transactions contemplated thereby and any required filings or
approvals, to be more favorable to the shareholders of Seller than the
transactions contemplated by this Agreement.  Seller
acknowledges and agrees that the proposal of Inovis, Inc./Golden Gate Capital
referenced in Section 2.17 is an Acquisition Proposal for purposes of this
Section 7.02.  7.03Effect of Termination.  If this Agreement is terminated as permitted
under Section 7.01, such termination shall be without liability to such
party or to any partner, principal, employee, member, manager, shareholder,
director, officer or representative of such party and, following such
termination, none of the parties shall have any liability under this Agreement or
relating to the transactions contemplated by this Agreement to the other
parties whatever; provided, that the Confidentiality Agreement, the
reimbursement obligations of the Purchaser under Section 7 of the LOI and Sections
7.03, 9.01,  9.07, and 9.13 of this Agreement shall
survive any termination of this Agreement. In the event Seller terminates in
accordance with Section 7.02, Seller shall pay Purchaser $100,000.00 to
reimburse Purchaser for a portion of the out-of-pocket expenses and costs
incurred by Purchaser in connection with due diligence performed by Purchaser,
including but not limited to its costs related to the due diligence project as
provided in paragraph 7 of the LOI and its reasonable attorneys fees provided
that such payment shall only be due if and upon such time that the closing of
the Superior Proposal shall have occurred and shall been funded.  ARTICLE VIII INDEMNIFICATION  8.01Indemnification by Seller.  From and after the Closing, and subject to
the provisions of this Article VIII, Seller shall pay and indemnify
fully, hold harmless and defend Purchaser, Purchasers affiliates, members,
managers, principals, attorneys, accountants, agents and employees, and their
respective heirs, successors and assigns (each a Purchaser Indemnified Party)
from and against any and all Proceedings, charges, complaints, Judgments,
decrees, damages, dues, penalties, fines, costs, amounts paid in settlement,
liabilities, Taxes, Liens, losses, expenses and fees, including court costs and
reasonable attorneys fees and expenses (collectively, Damages),
arising out of or relating to: (a) any inaccuracy in or breach of any
representation or warranty of Seller or Shareholder contained in this
Agreement; (b) any breach of any covenant or agreement of Seller or Shareholder
contained in this Agreement; (c) any Excluded Liabilities; (d) any claim, suit
or action made against Purchaser that accrues prior to the Closing; and (e)
Sellers failure to obtain any Required Consent prior to the Closing.  Notwithstanding anything in this Article
VIII or this Agreement to the contrary, if the Indemnifying Party disputes its
potential liability to the Indemnified Party under this Article VIII, and if
such dispute is resolved in the favor of the Indemnifying Party, the Indemnifying
Party shall not be required to bear the costs and expenses of the Indemnified
Partys defense pursuant to this Section or Section 8.02 or of the Indemnifying
partys participation therein at the Imdemnified Partys request, and the
Indemnified Party shall reimburse the Indemnifying Party in full for the costs
and expenses of such litigation.  25 
   8.02Indemnification by Purchaser.  From and after the Closing, and subject to
the provisions of this Article VIII,Purchaser shall pay and
indemnify fully, hold harmless, and defend Seller, Sellers affiliates,
members, partners, principals, officers, attorneys, accountants, agents and
employees, and their respective heirs, successors and assigns (each a Seller
Indemnified Party) from and against any and all Damages arising out of or
relating to: (a) any inaccuracy in or breach of any representation or warranty
of Purchaser contained in this Agreement; (b) any breach of any covenant or
agreement of Purchaser contained in this Agreement; (c) any Assumed
Liabilities; or (d) the ownership and operation of the Business and the
Transferred Assets after the Closing.  8.03Indemnification Process.  The party or parties making a claim for
indemnification under this Article VIII shall be, for the purposes of
this Agreement, referred to as the Indemnified Party and the party or
parties against whom such claims are asserted under this Article VIII
shall be, for the purposes of this Agreement, referred to as the Indemnifying
Party. All claims by any Indemnified Party under this Article VIII
shall be asserted and resolved as follows:  (a)In
the event that (i) any Proceeding is asserted or instituted by any Person other
than the parties to this Agreement that could give rise to Damages for which an
Indemnifying Party could be liable to an Indemnified Party under this Agreement
(such Proceeding, a Third Party Claim) or (ii) any Indemnified Party
under this Agreement shall have a claim to be indemnified by any Indemnifying
Party. under this Agreement that does not involve a Third Party Claim (such
claim, a Direct  Claim), the Indemnified Party shall with
reasonable promptness send to the Indemnifying Party a written notice briefly
Specifying the nature of such Third Party Claim or Direct Claim in reasonable
detail and the amount or estimated amount thereof, which amount or estimated
amount shall not be conclusive of the final amount, if any, of such Third Party
Claim or Direct Claim and copies of relevant papers fa Claim Notice).  (b)In
the event of a Third Party Claim, the Indemnifying Party shall be entitled to
appoint counsel of the Indemnifying Partys choice at the expense of the
Indemnifying Party to represent the Indemnified Party and any others the
Indemnifying Party may reasonably designate in connection with such Third Party
Claim (in which case the Indemnifying Party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by any Indemnified
Party except as set forth below); provided, however, that such
counsel must be reasonably acceptable to the Indemnified Party.  Notwithstanding an Indemnifying Partys
election to appoint counsel to represent an Indemnified Party in connection
with a Third Party Claim, an Indemnified Party shall have the right to retain
separate counsel to participate in, but not control, any defense of such Third
Party Claim.  Furthermore, the
Indemnifying Party shall have the right to retain separate counsel to conduct
the defense of such Third Party Claim, and only in the case of clauses (i) and
(iv) below (but not clauses (ii) and (iii) below) the Indemnifying Party shall
bear the reasonable fees, costs and expenses of such separate counsel, if (i)
the use of counsel chosen by the Indemnifying Party to represent the
Indemnified Party would present such counsel with a conflict of interest as
reasonably determined by separate counsel acceptable to both parties, (ii) the
Third Party Claim seeks an injunction or other equitable relief that would be
binding on the Indemnified Party, (iii) an adverse determination with respect
to the Third Party Claim could reasonably be expected to establish a material
adverse precedent or (iv) the Indemnifying Party shall not have employed
counsel to represent the Indemnified Party within a reasonable time after
notice of the institution of such Third Party Claim.  If and to the extent reasonably requested by the Indemnifying
Party, the Indemnified Party shall cooperate with the Indemnifying Party and
its counsel in contesting any Third Party Claim that the Indemnifying Party
defends or, if appropriate and related to the Third Party Claim, in making any
counterclaim against the Person asserting the Third Party Claim, or any
cross-complaint against any Person.  No
Third Party Claim may be settled or compromised (i) by the Indemnified Party
without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed, or (ii) by the Indemnifying
Party without the prior written consent of the Indemnified Party, which consent
shall not be  26 
   unreasonably
withheld or delayed.  In the event that
any Indemnified Party or Indemnifying Party settles or compromises or consents
to the entry of any Judgment with respect to any Third Party Claim in violation
of the preceding sentence, then such violating party shall pay and indemnify
fully, hold harmless, and defend the other party against any incremental
Damages under this Article IX caused by or arising from such settlement,
compromise or consent to the entry of Judgment without the prior written
consent of the other party.  (c)In
the event of a Direct Claim, the Indemnifying Party shall notify the
Indemnified Party within 45 days following receipt of a Claim Notice whether or
not the Indemnifying Party disputes such claim.  (d)From
and after the delivery of a Claim Notice relating to a Third Party Claim, at
the reasonable request of the Indemnifying Party, each Indemnified Party shall
grant the Indemnifying Party and its representatives reasonable access to the
books, records, personnel and properties of such Indemnified Party to the
extent reasonably related to the matters to which the Third Party Claim
relates.  All such access shall be
granted during normal business hours and shall be granted under conditions that
will not interfere with the business and operations of such Indemnified
Party.  The Indemnifying Party shall
not, and shall require its representatives to not, use (except in connection
with such Third Party Claim) or disclose to any third party other than the
Indemnifying Partys representatives (except as may be required by applicable
Law) any information obtained pursuant to this Section 8.03(d).  8.04Limitation on Certain Indemnity Payments.  No claim for indemnification under Section
8.01(a) may be made, and no payment in respect thereof shall be required,
unless and to the extent that the aggregate amount of Damages which the
Purchaser Indemnified Parties have suffered arising out of or with respect to
all such inaccuracies in or breaches of Sellers and Shareholders
representations and warranties contained in this Agreement exceeds fifty
thousand dollars ($50,000) and then only for the amount of such excess (the Deductible);
provided, however, that the Purchaser Indemnified Parties shall
be entitled to any Damages, without regard to the Deductible, resulting from a
breach of Section 2.02, 2.08, 2.09, 2.13(a) or 2.14(a)
but any such Damages shall not be included for purposes of determining whether
the Deductible has been exceeded with respect to other claims for
indemnification under Section 8.01(a). 
Furthermore, the aggregate liability of Seller and Shareholder for
indemnification under Section 8.01 shall in no event exceed seven hundred
thousand dollars ($700,000.00).  8.05Survival of Representations and
Warranties.  The representations
and warranties of Seller, Shareholder and Purchaser contained in this Agreement
shall survive the Closing for the applicable period set forth in this Section
8.05, and any and all claims for indemnification under Section 8.01(a)
or 8.02(a) arising out of or relating to the inaccuracy or breach of any
representation or warranty of Seller, Shareholder or Purchaser must be made
prior to the termination of the applicable survival period; provided, however,
that in the event notice of any claim for indemnification under Section
8.01(a) or 8.02(a) shall have been given prior to the termination of
the applicable survival period, then the representations and warranties that
are the subject of such indemnification claim shall survive for purposes of
such claim until such time as such claim is finally resolved.  All of the representations and warranties of
Seller, Shareholder and Purchaser contained in this Agreement shall survive for
a period of twelve months following the Closing Date; provided, however,
that any representations and warranties of the parties with respect to Taxes,
title to assets, environmental matters, and authority to consummate the transactions
contemplated by this Agreement shall survive for the applicable statute of
limitations period or, in the absence, of an applicable statute of limitations
period, indefinitely.  8.06Insurance Proceeds.  In determining the amount of any losses, liability or expense for
which any party is entitled to indemnification under this Agreement, the gross
amount thereof will be  27 
   reduced by any insurance
proceeds realized by such party and such correlative insurance benefit shall be
net of the insurance premium that becomes due as a result of such claim.  Any parties seeking such indemnification
shall use commercially reasonable efforts to realize such insurance proceeds
from its policies then in effect applicable to such loss, liability, or
expense; provided, that such patties shall not thereby have any obligation to
risk exposure to any additional loss, liability or expense.  8.07Characterization Indemnification
Payments.  Purchaser and Seller
agree to treat any payment made under this Article VIII with respect to
the Business (including the Transferred Assets and the Assumed Liabilities) for
periods through the Closing as an adjustment to the Purchase Price.  8.08No Effect on Liability. None of (a) the
consummation of the transactions contemplated by this Agreement or the Related
Agreements, (b) the delay or omission of any party to exercise any of its
rights under this Agreement or any Related Agreement or (c) any investigation
or disclosure that any party makes, any notice that any party gives, or any
knowledge that any party obtains as a result thereof, or otherwise, shall (i)
affect the liability of the parties to one another for any breach of this
Agreement or any Related Agreement or (ii) prevent any party from relying on
the representations or warranties contained in this Agreement or any Related
Agreement.  8.09Exclusive Remedy.  The remedies for a breach or default by any party hereto of a
representation, warranty or covenant made by such party in this Agreement shall
be limited solely to the remedy provided by this Article VIII.  ARTICLE IX GENERAL PROVISIONS  9.01Transaction Expenses.  Except as expressly set forth in this
Agreement, each party to this Agreement shall pay all fees and expenses incurred
by it in connection with this Agreement and the transactions contemplated by
this Agreement; provided, however, that all applicable excise,
sales, transfer, documentary, filing, recordation and other similar Taxes,
levies, fees and charges, if any (but in any event excluding Sellers income
Taxes), that may be imposed upon, or payable or collectible or incurred in
connection with, this Agreement and the Related Agreements and the transactions
contemplated by this Agreement and the Related Agreements shall be borne
one-half by Purchaser and one-half by Seller.  9.02Tax Matters.  (a)Tax
Returns.  Seller shall be
responsible for the timely filing (taking into account any extensions received
from the relevant Tax authorities) of all Tax Returns required by Law to be
filed in respect of the Business (including the Transferred Assets and the
Assumed Liabilities) for periods ending on or prior to the Closing Date.  All Taxes due and payable with respect to
periods through the Closing Date shall be paid by Seller as and when required
by Law, except for such Taxes as may be contested by Seller in good faith and
in appropriate proceedings.  Purchaser
shall be responsible for the timely filing (taking into account any extensions
received from the relevant Tax authorities) of all Tax Returns required by Law
to be filed in respect of the Business (including the Transferred Assets and
the Assumed Liabilities) for periods beginning on (including the day
immediately preceding and the day immediately after) the Closing Date.  All Taxes due and payable with respect to
periods beginning after the Closing Date shall be paid by Purchaser as and when
required by Law, except for such Taxes as may be contested by Purchaser in good
faith and in appropriate proceedings.  (b)Tax
Procedures.  After the Closing,
Purchaser and Seller shall cooperate in the filing of any Tax Returns or other
Tax-related forms or reports, to the extent such filing requires providing  28 
   each other
with necessary records and documents relating to the Business (including the
Transferred Assets and the Assumed Liabilities) or providing access to
employees.  Seller and Purchaser shall
cooperate in the same manner in defending or resolving any Tax audit, examination
or Tax-related litigation.  (c)FIRPTA
Certificate.  At the Closing, Seller
shall deliver to Purchaser a certificate that Seller is not a foreign person
within the meaning of Section 1445(f)(3) of the Code.  9.03Further Assurances.  From time to time after the Closing and without further
consideration, Seller, upon the request of Purchaser and at Purchasers
expense, shall execute and deliver such documents and instruments of conveyance
and transfer as Purchaser may reasonably request in order to consummate more
effectively the purchase and sale of the Transferred Assets as contemplated by
this Agreement and to vest in Purchaser title to the Transferred Assets
transferred under this Agreement.  9.04Notices.  Any
notices or other communications required or permitted under this Agreement or
otherwise in connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered in Person or upon confirmation of
receipt when transmitted by facsimile transmission or on receipt after dispatch
by registered or certified mail, postage prepaid, addressed as follows:  If to Seller:eXchangeBridge, Inc.1820 PRESTON PARK BLVDSUITE 1850PLANO Texas 75093Attention: Raj TannaWith a copy to:Anthony A. DeLuca, Esq.McGuireWoods, LLP1170 Peachtree Street, N.E.Suite 2100Atlanta, Georgia 30309Facsimile:(404) 443-5763If to Shareholder:Peregrine Systems, Inc.3611 Valley Centre DriveSan Diego, California 92130Attention: Kathy VizasFacsimile:  29 
   If to Purchaser:GLE Acquisitions, LLCCare of: 
  CROSSMARK Holdings, Inc.6400 International Parkway, Suite 2000Plano, Texas  75093Attention: David Baxley, SecretaryFacsimile: 972-349-4494With a copy to:GLE Acquisitions, LLCCare of: 
  CROSSMARK Holdings, Inc.6400 International Parkway, Suite 2000Plano, Texas 75093Attention: 
  Legal DepartmentFacsimile: 
  972-349-4494  or such other
address as the Person to whom notice is to be given has furnished in writing to
the other party. A notice of change in address shall not be deemed to have been
given until received by the addressee.  9.05Amendment; Assignment.  This Agreement may not be amended or
assigned except by an instrument in writing signed by Purchaser and
Seller.  Notwithstanding the foregoing,
Seller acknowledges and agrees that Purchaser may assign its rights to purchase
the Transferred Assets and its obligation to assume the Assumed Liabilities
under this Agreement to one or more wholly owned subsidiaries of Purchaser; provided,
however, that no such assignment shall relieve Purchaser of its
obligations under this Agreement.  9.06Headings and Schedules.  The descriptive headings of the Articles and
Sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement. 
The disclosure or inclusion of any matter or item on any Schedule to the
Disclosure Memorandum shall not be deemed an acknowledgment or admission that
any such matter or item is required to be disclosed or is material for purposes
of the representations and warranties set forth in this Agreement.  9.07Applicable Law. 
This Agreement shall be governed by and construed in accordance with the
domestic Laws of the State of Texas without giving effect to any choice or
conflict of laws provision or Rule (whether of the State of Texas or any other
jurisdiction) that would cause the application of the Laws of any jurisdiction
other than the State of Texas.  9.08No Third Party Rights.  Except as specifically provided in Article
VIII, this Agreement is intended to be solely for the benefit of the
parties to this Agreement and is not intended to confer any benefits upon, or
create any rights in favor of, any Person other than the parties to this
Agreement.  9.09Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute a
single instrument.  30 
   9.10Severability. 
If any provision of this Agreement shall be held invalid, illegal or
unenforceable, the validity, legality or enforceability of the other provisions
of this Agreement shall not be affected, and there shall be deemed substituted
for the provision at issue a valid, legal and enforceable provision as similar
as possible to the provision at issue.  9.11Entire Agreement.  This Agreement and the Related Agreements set forth the entire
understanding and agreement between the parties as to the matters covered in
this Agreement and the Related Agreements and supersedes and replaces any prior
understanding, agreement or statement of intent, in each case, written or oral,
of any and every nature with respect to such understanding, agreement or
statement, with the exception of the Confidentiality Agreement and paragraph
number 7 of the LOI.  9.12Waiver.  The
parties to this Agreement may (i) extend the time for the performance of any of
the obligations or other acts of the other party to this Agreement, (ii) waive
any inaccuracies in the representations and warranties of the other party
contained in this Agreement or in any document delivered by the other party
pursuant to this Agreement or (iii) waive compliance with any of the
agreements, or satisfaction of any of the conditions, contained in this
Agreement by the other party.  Any
agreement on the part of a party to this Agreement to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed by such
party.  9.13Fair Construction.  This Agreement shall be deemed to be the joint work product of
Purchaser, Seller and Shareholder without regard to the identity of the
draftsperson, and any rule of construction, that a document shall be
interpreted or construed against the drafting party shall not be applicable.  9.14Waiver of Compliance with Bulk Sales
Laws.  Seller and Purchaser
waive compliance with any applicable bulk sales laws.  9.15Knowledge. When a representation or warranty in Article
II is made to the knowledge (the Knowledge) of Seller and
Shareholder, it means receipt of written notice by, or actual knowledge of,
such fact or matter by any of the following individuals: Raj Tanna, on behalf
of the Seller, and Kathy Vizas, on behalf of the Shareholder.  No representation or warranty that is
qualified or limited by reference to the knowledge of Seller shall be so
qualified unless reasonable inquiry within the ordinary course of business was
actually made by the persons described in this Section 9.15.  9.16Other Definitional Provisions.  (a)Any
reference to an Article, Section or Annex is a reference
to an Article or Section of, or an Annex to, this
Agreement.  (b)Terms
defined in the singular shall have a comparable meaning when used in the
plural, and vice versa.  (c)The
words include, includes and including are not limiting.  (d)The
terms dollars and $ mean United States dollars.  9.17Parties in Interest. Except as otherwise
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective heirs, legal representatives,
successors and assigns of the parties hereto.  31 
   * * * * *  32 
   Each of the
parties to this Agreement has caused this Agreement to be executed on its
behalf by its duly authorized representative, all as of the day and year first
above written.  EXCHANGEBRIDGE, INC.By:
  /s/ Raj
  TannaName:
  RAJ TANNATitle:
  PRESIDENT /
  CEOPEREGRINE SYSTEMS, INC.By:Name:Title:GLE ACQUISITIONS, LLCBy:
  /s/ David A.
  BaxleyName:
  DAVID A.
  BAXLEYTitle:
  CEO  33 
   Each of the
parties to this Agreement has caused this Agreement to be executed on its
behalf by its duly authorized representative, all as of the day and year first
above written.  EXCHANGEBRIDGE, INC.By:Name:Title:PEREGRINE SYSTEMS, INC.By:
  /s/ Kathryn
  VizasName:
  KATHRYN
  VIZASTitle:
  General Counsel & Corporate SecretaryGLE ACQUISITIONS, LLCBy:Name:Title:  34 
   SCHEDULES AND DISCLOSURE MEMORANDUM TO PURCHASE AND SALE
AGREEMENT AMONG  eXchangeBridge, Inc., a Delaware corporation, Peregrine Systems, Inc., a Delaware corporation, and GLE Acquisitions, LLC, a Delaware Limited Liability Company  September 9, 2002  INDEX  Schedule
  1.01(a)(iii)
  
  Transferred
  LeasesSchedule
  1.01(a)(iv)
  
  LicensesSchedule
  1.01(a)(viii)
  
  Transferred
  Fixtures and EquipmentSchedule
  1.01(b)
  
  Excluded
  AssetsSchedule
  1.02(b)
  
  Excluded
  LiabilitiesSchedule
  1.08
  
  Allocation
  of Purchase PriceSchedule
  2.06
  
  Sellers
  Consents and ApprovalsSchedule
  2.07
  
  Financial
  InformationSchedule
  2.08
  
  Absence of
  ChangeSchedule
  2.09
  
  Undisclosed
  LiabilitiesSchedule
  2.10
  
  Litigation
  and Legal ComplianceSchedule
  2.12
  
  In-Process
  Contracts, In-Process Engagements and All Other ContractsSchedule
  2.13
  
  Employees
  and Employee BenefitsSchedule
  2.14(b)
  
  Knowledge of
  Third-Party Intellectual Property InfringementSchedule
  2.14(c)
  
  Alleged
  Intellectual Property InfringementSchedule
  2.14(d)
  
  Patents and
  Intellectual Property RegistrationsSchedule
  2.15
  
  Tax
  ProceedingsSchedule
  3.05
  
  Purchasers
  Consents and ApprovalsSchedule
  4.01
  
  Conduct of
  the Business Pending ClosingSchedule
  5.03(f)
  
  Required
  Consents Closing ConditionSchedule
  5.03(g)
  
  Employee
  Matters Closing ConditionSchedule
  6.01
  
  Transferred
  EmployeesSchedule
  6.06
  
  Seller
  Cafeteria Plan  CERTIFICATE  This
Certificate is executed and delivered as of the 9th day of
September, 2002 pursuant to the above-referenced Purchase and Sale Agreement
dated September 9, 2002 (Purchase Agreement). The undersigned hereby
acknowledge that attached hereto are the Schedules and Disclosure Memorandum
referenced in the Purchase Agreement and affirm that said Schedules and
Disclosure Memorandum are part of and incorporated into the Purchase Agreement
pursuant to Article II thereof. The information disclosed in any  1 
   Schedule or in this Disclosure
Memorandum shall not only be deemed to relate to and qualify any presentation
or warranty set forth in the numbered Section of the Purchase Agreement
referencing such Schedule or this Disclosure Memorandum, but shall also qualify
and relate to any other warranties or representations in the Purchase Agreement
to which any of such information is relevant or applicable. Except as otherwise
provided in the attached Schedules and Disclosure Memorandum, all defined terms
therein shall have the same meanings as are ascribed thereto under the Purchase
Agreement.   EXCHANGEBRIDGE,
  INC.
  GLE
  ACQUISITIONS, LLCBy:
  /s/ Raj Tanna
  
  By:
  /s/ David A. BaxleyName:
  Raj TannaTitle:
  President
  Name:
  DAVID A. BAXLEYTitle:
  CEO  2