Exhibit 10.34 STOCK EXCHANGE AND
MERGER AGREEMENT, BY AND AMONG iVILLAGE INC., VIRTUE ACQUISITION
CORPORATION, HEALTHOLOGY, INC. AND THE STOCKHOLDERS OF
HEALTHOLOGY, INC. LISTED ON THE SIGNATURE
PAGES HERETO January 7, 2005    TABLE OF CONTENTS


Page1.
    
    The
      Stock Exchange and the Merger
    11.1
    
    Exchange
    11.2
    
    The Merger
    21.3
    
    Effective
      Time
    21.4
    
    Effect
      of the Merger
    21.5
    
    Certificate
      of Incorporation; Bylaws
    21.6
    
    Directors
      and Officers
    31.7
    
    Effect
      on Capital Stock
    31.8
    
    Surrender
      of Certificates; Escrow Fund
    71.9
    
    No Further
      Ownership Rights in the Company Capital Stock; Transfers of Ownership
    91.10
    
    Lost, Stolen
      or Destroyed Certificates
    91.11
    
    Taking
      of Necessary Action; Further Action
    92.
    
    Items to
      be Delivered in Connection with the Stock Exchange and the Merger
    92.1
    
    Items to
      be Delivered by Parent
    92.2
    
    Items to
      be Delivered by the Company
    103.
    
    Representations
      and Warranties of the Company
    113.1
    
    Organization,
      Standing and Power
    113.2
    
    Company
      Authority
    113.3
    
    Governmental
      Authorization
    123.4
    
    Title to
      Property
    133.5
    
    Environmental
      Matters
    133.6
    
    Taxes
    143.7
    
    Employees;
      Employee Benefit Plans
    153.8
    
    Employee
      Matters
    183.9
    
    Insurance
    18i
TABLE OF CONTENTS
(continued)

Page3.10
    
    Compliance
      with Laws
    183.11
    
    Brokers
      and Finders Fees
    193.12
    
    Capital
      Structure; Title to Shares
    193.13
    
    Financial
      Statements
    203.14
    
    Absence
      of Certain Changes
    213.15
    
    Absence
      of Undisclosed Liabilities
    223.16
    
    Litigation
    223.17
    
    Restrictions
      on Business Activities
    223.18
    
    Intellectual
      Property
    223.19
    
    Interested
      Party Transactions
    253.20
    
    Books and
      Records
    253.21
    
    [Reserved]
    253.22
    
    Material
      Contracts
    253.23
    
    Inventory
    263.24
    
    Accounts
      Receivable
    263.25
    
    Financial
      Projections/Operating Plan
    273.26
    
    State Takeover
      Statutes
    273.27
    
    Customers
      and Suppliers
    273.28
    
    Condition
      and Sufficiency of Assets
    283A.
    
    Representations
      and Warranties of Each Signing Stockholder
    284.
    
    Representations
      and Warrantees of Parent and Merger Sub
    284.1
    
    Organization,
      Standing and Power
    284.2
    
    Capital
      Structure
    284.3
    
    Authority
    294.4
    
    SEC Documents;
      Financial Statements
    29ii
TABLE OF CONTENTS
(continued)

Page4.5
    
    Brokers
      and Finders Fees
    305.
    
    Covenants
    305.1
    
    Parent
      Covenants
    305.2
    
    Covenant
      of the Company and the Signing Stockholders
    325.3
    
    Covenant
      of Merger Sub and Steven Haimowitz
    326.
    
    Additional
      Agreements
    326.1
    
    Approval
      of Stockholders; Waiver of Appraisal Rights
    326.2
    
    Access
      to Information
    326.3
    
    Public
      Disclosure
    326.4
    
    Legal Requirements
    336.5
    
    Expenses
    336.6
    
    Reasonable
      Commercial Efforts and Further Assurances
    337.
    
    Amendment
      and Waiver
    337.1
    
    Amendment
    337.2
    
    Extension;
      Waiver
    338.
    
    Indemnification
    348.1
    
    Indemnification
    348.2
    
    General
      Indemnification Provisions
    378.3
    
    Escrow
      Fund
    408.4
    
    Escrow
      Period; Release From Escrow
    418.5
    
    [Intentionally
      Omitted]
    428.6
    
    Resolution
      of Conflicts and Arbitration
    428.7
    
    The Stockholders
      Agent
    428.8
    
    Actions
      of the Stockholders Agent
    448.9
    
    Tax Matters
    44iii
TABLE OF CONTENTS
(continued)

Page9.
    
    General
      Provisions
    459.1
    
    Notices
    459.2
    
    Definitions
    469.3
    
    Counterparts
    479.4
    
    Entire
      Agreement; No Third Party Beneficiaries
    479.5
    
    Severability
    479.6
    
    Remedies
      Cumulative
    479.7
    
    Governing
      Law; Jurisdiction
    479.8
    
    Rules of
      Construction
    489.9
    
    Provision
      of Information
    48iv
LIST OF EXHIBITS


Exhibit A

Certificate
of MergerExhibit B

Letter
of TransmittalExhibit C

Escrow
AgreementExhibit D

Investor
Representation StatementExhibit E

Non-Competition,
Non-Disclosure and Assignment of Inventions Agreement (Haimowitz)ExhibitF

Tax
CertificateExhibit G

Officers CertificateExhibit H

Opinion
of Counsel to the CompanyLIST OF SCHEDULES


Schedule A

Signing
StockholdersSchedule B

List
of Defined TermsSchedule 2.2(f)

Payment
SpreadsheetCompany Disclosure Schedule


v
STOCK
EXCHANGE AND MERGER AGREEMENT


This
STOCK EXCHANGE AND MERGER AGREEMENT (this Agreement) is
made and entered into as of January 7, 2005, by and among iVillage Inc., a Delaware
corporation (Parent), Virtue Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of Parent (Merger
Sub), Healthology, Inc., a Delaware corporation (the
Company), Steven Haimowitz, as the Stockholders
Agent, and certain of the stockholders (each a Signing
Stockholder and collectively the Signing
Stockholders) of the Company, each as identified on Schedule A
hereto as Signing Stockholders. Schedule B hereto sets forth a list of the
terms defined herein and the section where the terms are defined.


RECITALS


A. The Company has issued and
outstanding 3,211,903 shares of its Series A Preferred Stock, $0.01 par value per
share (the Series A Preferred Stock), 6,000,000 shares of
its Series B Preferred Stock, $0.01 par value per share (the Series B
Preferred Stock), and 12,301,610 shares of its Common Stock, $0.01
par value per share (the Common Stock and together with
the Series A Preferred Stock and the Series B Preferred Stock, the Company
Capital Stock).


B. Contemporaneously with the
execution and delivery of this Agreement, Signing Stockholders Dr. Steven Haimowitz
(Haimowitz) and Le@P Technologies, Inc.
(Le@P) have entered into an agreement pursuant to which
on the date hereof, and prior to the Stock Exchange (as defined below), Haimowitz is
acquiring all of the shares of Common Stock (the Transferred Common
Shares) now held by Le@P (the Le@P
Transaction).


C. Pursuant to the terms and
conditions of this Agreement, two of the Signing Stockholders (the Rollover
Stockholders) are agreeing to sell to Parent a number of shares of
Company Capital Stock set forth with respect to each such Rollover Stockholder on the
Payment Spreadsheet (as defined herein) in exchange for common stock, $.01 par value per
share, of Parent (Parent Common Stock).


D. The Boards of Directors of the
Company, Parent and Merger Sub believe it is in the best interests of their respective
companies and the stockholders of their respective companies that the Company and Merger
Sub combine into a single company through the statutory merger of Merger Sub with and into
the Company (the Merger) following the Stock Exchange (as
defined in Section 1.1), and, in furtherance thereof, have approved the Merger and have
declared this Agreement advisable.


E. Pursuant to the Merger, among
other things, each share of the Company Capital Stock outstanding following the Stock
Exchange shall be converted into the right to receive the Merger Consideration (as defined
in Section 1.7(a)) upon the terms and subject to the conditions set forth herein.


F.         The Company and the
Signing Stockholders, Parent and Merger Sub desire to make certain representations and
warranties and other agreements in connection with the Merger.


NOW, THEREFORE, in consideration of
the covenants and representations set forth herein, and for other good and valuable
consideration, the parties agree as follows:



1. The Stock Exchange and the
Merger.


1.1
Exchange. With effect immediately prior to the Effective Time and after Haimowitzs
acquisition of the Transferred Common Shares pursuant to the Le@P Transaction (which, for
the avoidance of doubt, shall have the effect of causing Le@P not to be a Common
Stockholder for the purposes of this Agreement), each Rollover Stockholder
hereby sells, assigns, transfers and delivers to Parent the type and number of shares of
Company Capital Stock held by such Rollover Stockholder set forth opposite the name of
such Rollover Stockholder on the Payment Spreadsheet. With effect immediately prior to
the Effective Time, Parent hereby purchases from each Rollover Stockholder such type and
number of shares of Company Capital Stock and, in payment thereof, hereby issues and
assigns to each Rollover Stockholder that number of shares of Parent Common Stock set
forth opposite the name of such Rollover Stockholder on the Payment Spreadsheet, it being
understood that, in the case of the Rollover Stockholders, a portion of such shares of
Parent Common Stock issuable pursuant to this Section 1.1 to the Rollover Stockholders
shall be held in escrow in accordance with Section 1.8(b), other provisions of this
Agreement and the Escrow Agreement (as defined in Section 1.8(b)). The transactions
effected pursuant to this Section 1.1 are herein referred to as the Stock
Exchange.


1.2
The Merger. At the Effective Time, and upon the terms of this Agreement, the
certificate of merger attached hereto as Exhibit A (the Certificate of Merger)
and the applicable provisions of the Delaware General Corporation Law (Delaware
Law), Merger Sub shall be merged with and into the Company, the separate
corporate existence of Merger Sub shall cease and the Company shall continue as the
surviving corporation. The Company as the surviving corporation after the Merger is
hereinafter sometimes referred to as the Surviving Corporation.


1.3
Effective Time. Following the execution and delivery of this Agreement by all the
parties hereto (with their execution hereof constituting the acknowledgement of receipt,
or waiver of receipt, by the party entitled thereto of the items listed in Article 2),
the Company and Parent shall cause the Merger to be consummated by filing the Certificate
of Merger with the Secretary of State of the State of Delaware, in accordance with the
relevant provisions of Delaware Law (the time of such filing being the Effective
Time). The filing of the Certificate of Merger shall be made on the date
hereof promptly following the consummation of the Stock Exchange, if this Agreement is
executed and delivered by all the parties hereto on a business day at or before 2:00
p.m., New York Time, and otherwise the Certificate of Merger shall be submitted for
filing no later than noon on the business day following the date of the execution and
delivery hereof by all the parties hereto.


1.4
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as
provided in this Agreement, the Certificate of Merger and the applicable provisions of
Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at
the Effective Time all the property, rights, privileges, powers and franchises of the
Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities
and duties of the Company and Merger Sub shall become the debts, liabilities and duties
of the Surviving Corporation.


2
1.5
Certificate of Incorporation; Bylaws.


(a)
At the Effective Time, the Certificate of Incorporation of the Company, as in
effect immediately prior to the Effective Time, shall be the Certificate of Incorporation
of the Surviving Corporation until thereafter amended as provided by Delaware Law and
such Certificate of Incorporation; provided, however, that at the Effective
Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and
restated as set forth in the Certificate of Merger attached hereto as Exhibit A.


(b)
      The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time,
shall be the Bylaws of the Surviving Corporation until thereafter amended.


1.6
Directors and Officers. At the Effective Time, the directors and officers of Merger
Sub immediately prior to the Effective Time shall be the directors and officers of the
Surviving Corporation, until their respective successors are duly elected or appointed
and qualified. For the avoidance of doubt, immediately after the Effective Time, Steven
Haimowitz shall be a director of the Surviving Corporation and shall also serve as the
President of the Surviving Corporation.


1.7
Effect on Capital Stock.


(a)
Company Capital Stock. At the Effective Time, by virtue of the Merger and without
any action on the part of Merger Sub, the Company or the holders of Company Capital Stock
issued and outstanding immediately prior to the Effective Time (the Stockholders),
each share of the Company Capital Stock issued and outstanding immediately prior to the
Effective Time (the Outstanding Company Capital Stock) shall be
converted, without any action on the part of the Stockholders, into the right to receive
the merger consideration specified below (the MergerConsideration).
The aggregate Merger Consideration shall be $17,200,000. The Merger Consideration payable
to the Stockholders hereunder is equal to $17,200,000 less the Stockholder Transaction
Expenses (as defined below) as of the Effective Time, less the estimated fair market
value of the Substituted Options (as defined in Section 1.7(b)) of $480,769.18 and
Warrants of $10,465.54 and less the aggregate value of the Parent Common Stock issued to
the Rollover Stockholders of $1,231,750.18, or an aggregate of $14,918,038.82. At the
Effective Time, by virtue of the Merger and without any further action on the part of
Parent, Merger Sub, the Company or any Stockholder, and except as provided in Section
1.7(e):


(i)
      each share of Company Common Stock outstanding immediately prior to the Effective
 Time shall be converted into the right to receive $0.56, it being understood that
certain cash payable pursuant to this Section 1.7(a)(i) shall be withheld and disbursed
to payees in order to satisfy the obligations specified in Section 1.7(a) above and also
certain cash will be held in escrow in accordance with Section 1.8(b), other provisions
of this Agreement and the Escrow Agreement;(ii)
     each share of Series A Preferred Stock outstanding immediately prior to the
           Effective Time shall be converted into the right to receive $1.00; and3
(iii)
    each share of Series B Preferred Stock outstanding immediately prior to the
           Effective Time shall be converted into the right to receive $1.00;The
payments to each Stockholder and to the Escrow Agent as provided for above shall be as set
forth in the Payment Spreadsheet (as defined in Section 2.2(f)). Stockholder
Transaction Expenses shall mean the following: (i) all of the
Companys reasonable, documented (whether before or after the Effective Time),
out-of-pocket fees, costs and expenses (including travel expenses and legal, financial
advisor and other consultant fees and expenses) incurred in connection with this Agreement
and the transactions contemplated by this Agreement, including the preparation, execution
and delivery of this Agreement and the Companys compliance with this Agreement,
other than $15,000 of such amount in respect of the fees, costs and expenses of the
Companys counsel, Weil Gotshal & Manges LLP, (ii) 50% of all reasonable,
documented, out-of-pocket fees, costs and expenses (including travel expenses) incurred in
connection with or arising out of the audit of the Company Financial Statements, (iii) 50%
of all reasonable, documented, out-of-pocket fees, costs and expenses of the Escrow Agent,
(iv) any insurance premiums payable under Section 5.1(c)(ii) in excess of $75,000, (v) any
and all fees payable to any person pursuant to any agreement disclosed on Schedule 3.22 of
the Company Disclosure Schedule to the extent such fees are payable or paid as a result of
the consummation of the Merger (it being agreed, for the avoidance of doubt, that no fee
payable to Hunter Realty Organization, LLC will be deemed payable or paid as a
result of the consummation of the Merger) and (vii) any and all other expenses
incurred by the Company in order to perform its covenants and obligations hereunder.


(b)
Stock Options. Each option to purchase shares of Common Stock issued pursuant to
the Stock Option Plan (as defined in Section 3.12(b)) listed in paragraph (iii) of
Schedule 3.12(a) of the Company Disclosure Schedule (a Stock Option),
whether vested or unvested, that is outstanding immediately prior to the Effective Time
shall, at the Effective Time, cease to represent a right to acquire shares of Common
Stock and shall constitute, at the Effective Time, an option to purchase shares of Parent
Common Stock (a Substituted Option) on the same terms and
conditions (including vesting) as were applicable under such Stock Option except that the
number of shares of Parent Common Stock subject to each such Substituted Option shall be
the number of shares of Common Stock subject to each such Stock Option immediately prior
to the Effective Time multiplied by the Exchange Ratio (as defined below), rounded down,
if necessary, to the nearest whole share of Parent Common Stock, and such Substituted
Option shall have an exercise price per share (rounded up to the nearest cent) equal to
the per share exercise price specified in such Stock Option divided by the Exchange
Ratio. Exchange Ratio shall mean with respect to the ratio of
one share of Parent Common Stock to one share of Common Stock, 1:10.6067.


(c)
Warrants. Each warrant to purchase shares of Company Capital Stock listed in
paragraph (iii) of Schedule 3.12(a) of the Company Disclosure Schedule (a Warrant),
whether vested or unvested, that is outstanding immediately prior to the Effective Time
shall, at the Effective Time, cease to represent a right to acquire shares of Company
Capital Stock and, at and following the Effective Time, shall be a right entitling the
holder of such Warrant to receive, in lieu of Common Stock, the Merger Consideration to
which such holder would have been entitled upon consummation of the Merger if such holder
had exercised such Warrant


4
immediately prior to the Effective
Time, on the same terms and conditions (including vesting) as were applicable under such
Warrant and this Agreement.


(d)
Other Rights to Acquire Company Capital Stock. Prior to or concurrently with the
execution and delivery of this Agreement, the Company shall terminate any other rights to
acquire capital stock of the Company, if any.


(e)
Cancellation of the Company Capital Stock Owned by Parent. At the Effective Time,
each share of the Company Capital Stock, if any, owned by Parent or any direct or
indirect wholly owned subsidiary of Parent immediately prior to the Effective Time shall
be canceled and extinguished without any conversion thereof.


(f)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock of
Merger Sub issued and outstanding immediately prior to the Effective Time shall be
converted into and exchanged for one validly issued, fully paid and nonassessable share
of common stock of the Surviving Corporation. Each stock certificate of Merger Sub
evidencing ownership of any such shares shall continue to evidence ownership of such
shares of capital stock of the Surviving Corporation.


(g)
Withholding Taxes. Parent or the Exchange Agent shall be entitled to deduct and
withhold from the consideration otherwise payable in connection with the transactions
contemplated by this Agreement such amounts as Parent or the Exchange Agent is required
to deduct and withhold under the Internal Revenue Code of 1986, as amended (the Code),
or any provision of state, local or foreign tax law. To the extent amounts are so
withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all
purposes of this Agreement as having been paid to the former holder of shares of Company
Capital Stock, Stock Options or Warrants in respect of which such withholding or
deduction was made.


(h)
Adjustments to Merger Consideration.


(i)
Attached hereto as Schedule 1.7(h) is a balance sheet of the Company at the  Effective
Time (the Closing Balance Sheet), subject to Section 1.7(h)(v).
Working Capital shall mean the difference between (A) current
assets of the Company based upon the referenced balance sheet less(B) current
liabilities of the Company based upon the referenced balance sheet. The parties hereto
agree that, based upon the Closing Balance Sheet, Working Capital as of the date hereof
is $(43,172.74) (such amount is referred to herein as the Target Working
Capital Amount).(ii)
     As soon as practicable after the Effective Time, Parent shall review the Closing
 Balance Sheet and shall cause to be prepared and delivered within sixty (60) days
after the Effective Time to the Stockholders Agent (as defined in Section 8.7(a)),
together with appropriate backup information as shall be reasonably requested by the
Stockholders Agent, the Closing Balance Sheet as adjusted (the Adjusted
Balance Sheet), together with a statement of the Companys Working
Capital based upon the Adjusted Balance Sheet (the Adjusted Working Capital
 Statement). If the Stockholders Agent does not dispute the Adjusted
Balance Sheet or Adjusted Working5
Capital
Statement within thirty (30) calendar days of delivery of the Adjusted Balance Sheet and
Adjusted Working Capital Statement, by written notice (such notice must contain a
reasonably detailed statement of the basis of the Stockholders Agents
objection), then the Adjusted Balance Sheet and Adjusted Working Capital Statement will
be used in computing any Adjustment Amount (as defined below). The amount, if any, by
which the Target Working Capital Amount exceeds the Companys Working Capital set
forth in the Adjusted Working Capital Statement is the Adjustment Amount. If
the Stockholders Agent gives a notice of objection, then Parent and the Stockholders Agent
shall, during the thirty (30) days following such delivery, use their commercially
reasonable efforts to reach agreement on the disputed items or amounts in order to
determine, as may be required, the actual amount of the Companys Working Capital at
the Effective Time, which amount shall not be less than the amount thereof shown in the
Adjusted Working Capital Statement nor more than the Target Working Capital Amount. If,
during such period, Parent and the Stockholders Agent are unable to reach such
agreement, then the issues in dispute will be promptly submitted to an independent
nationally recognized accounting firm which shall not have any material relationship with
Parent or the Stockholders Agent (the Accountants) for
resolution. If issues in dispute are submitted to the Accountants for resolution, (x)
each party will furnish to the Accountants such workpapers and other documents and
information relating to the disputed issues as the Accountants may request and are
available to that party (or its accountants), and will be afforded the opportunity to
present to the Accountants any material relating to the determination and to discuss the
determination with the Accountants; (y) the determination by the Accountants, as set
forth in a notice delivered to both parties by the Accountants as soon as practicable,
but in any event within thirty (30) days after submission of the matter to the
Accountants, will be binding and conclusive on the parties; and (z) if the final, binding
determination by the Accountants of the Companys Working Capital at the Effective
Time is (A) greater than the Companys Working Capital as set forth in the
Adjusted Working Capital Statement computed by Parent, then Parent will bear the fees of
the Accountants or (B) lessthan the Companys Working Capital as set forth in
the Adjusted Working Capital Statement as computed by Parents accountants, then the
Common Stockholders will bear the fees of the Accountants and the Stockholders Agent
and Parent shall instruct the Escrow Agent to pay such fees from the Escrow Fund.(iii)
    On the third business day following the final determination of the Adjustment  Amount,
any Adjustment Amount shall be paid by the Common Stockholders by offset against the
Escrow Fund (and the Stockholders Agent and Parent shall instruct the Escrow Agent
to pay such amount from the Escrow Fund) to the extent available, and the remainder, if
any, in cash by the Common Stockholders in accordance with Article 8 and the Escrow
Agreement.(iv)
     Parent and the Stockholders Agent agree that they will, and agree to cause
their  respective accountants and the Accountants and the Surviving Corporation to,
take all reasonable action to cooperate and assist in the preparation of the Adjusted
Balance Sheet and the Adjusted Working Capital Statement, including making available, to
the extent necessary, books, records, work papers and personnel.6
(v)
      The Company (and, following the Effective Time, the Surviving Corporation), the
 Signing Stockholders and Parent acknowledge and agree that the Closing Balance
Sheet and the Adjusted Balance Sheet shall be prepared according to GAAP (as defined in
Section 3.13) and in accordance with the preparation of the Company Financial Statements.(i)
Certificate Legends. The shares of Parent Common Stock to be issued pursuant to
Section 1.1 shall bear the following legend (and any other legends required by state
securities laws) until such time as Parent and Parents stock transfer agent are
reasonably satisfied that such legend is no longer required by applicable law (at which
time Parent shall, and shall cause Parents transfer agent to, cooperate in the
removal of such legend):


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES OR BLUE-SKY LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM.


In addition, the shares of Parent
Common Stock to be issued pursuant to Section 1.1 and placed into escrow with the Escrow
Agent shall bear the following legend until such shares are released from the escrow
pursuant to the Escrow Agreement (at which time Parent shall, and shall cause
Parents transfer agent to, cooperate in the removal of such legend):


ADDITIONALLY,
THE RECORD OWNERS OF THESE SECURITIES AS OF THE EFFECTIVE TIME (AS DEFINED IN
THE STOCK EXCHANGE AND MERGER AGREEMENT DATED AS OF JANUARY 7, 2005 AMONG iVILLAGE INC.,
VIRTUE ACQUISITION CORPORATION, THE COMPANY AND THE OTHER SIGNATORIES THERETO) ARE SUBJECT
TO CERTAIN INDEMNIFICATION OBLIGATIONS AND HAVE CERTAIN RIGHTS AND OBLIGATIONS UNDER AN
ESCROW AGREEMENT IN RESPECT OF SUCH SHARES. COPIES OF THE AFOREMENTIONED STOCK EXCHANGE
AND MERGER AGREEMENT AND THE ESCROW AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF iVILLAGE
INC.


Notwithstanding
the foregoing, upon Parents receipt from (i) Le@P of an Investor Representation
Statement and (ii) Haimowitz of the certificate representing the shares of Parent Common
Stock issued to Haimowitz as part of the Transferred Common Shares Consideration and a
stock power related thereto, duly endorsed in blank for transfer, Parent shall use its
commercially reasonable efforts to cause its stock transfer agent promptly to cancel the
certificate representing such Parent Common Stock and reissue a new certificate in the
name of Le@P reflecting Le@Ps ownership thereof. Only the first legend set forth in
this Section 1.7(i) shall be placed upon the share certificate issued in the name of Le@P.

1.8
Surrender of Certificates; Escrow Fund.

7
(a)
Exchange Procedures. At or promptly after the Effective Time and in any event
within two (2) business days after the Effective Time, Parent shall mail or cause to be
mailed to each holder of record of shares of Outstanding Company Capital Stock (the
certificates evidencing such shares being referred to herein as a Certificate and,
collectively, as Certificates), at the address set forth opposite each such
holders name on the Payment Spreadsheet, a letter of transmittal in substantially
the form attached hereto as Exhibit B (which shall specify that delivery shall be
effected, and risk of loss and title shall pass, only upon delivery of the Certificates
to Continental Stock Transfer and Trust Company (the Exchange Agent).
Upon surrender of a Certificate for cancellation to the Exchange Agent, or such other
agent or agents as may be appointed by Parent, together with such letter of transmittal,
duly completed and validly executed in accordance with the instructions thereto, the
holder of such Certificate shall be entitled to receive from the Exchange Agent in
exchange therefor, a cash payment equal to the Merger Consideration to which such holder
is entitled pursuant to Section 1.7(a), less the amounts withheld and disbursed in
accordance with such Section 1.7(a) and less the amount of cash to be deposited into the
Escrow Fund on such holders behalf pursuant to Sections 1.7(a) and 1.8(b).
Until so surrendered, each Certificate outstanding after the Effective Time will be
deemed for all corporate purposes to evidence only the right to receive the consideration
set forth in Section 1.7(a). Any portion of the Merger Consideration which remains
undistributed to the Stockholders six months after the Effective Time shall be delivered
to Parent upon demand, and any Stockholders that have not complied with this Section
1.8(a) shall thereafter look only to Parent for payment of their claim for the Merger
Consideration. Neither Parent nor the Surviving Corporation shall be liable to any
Stockholder for any amounts paid to a public official pursuant to applicable abandoned
property, escheat or similar laws. Any amounts remaining unclaimed by Stockholders three
(3) years after the Effective Time (or such earlier date, immediately prior to such time
when the amounts would otherwise escheat to or become property of any Governmental Entity
(as defined in Section 3.2(a)) shall become, to the extent permitted by applicable law,
the property of the Surviving Corporation, free and clear of any claims or interest of
any person previously entitled thereto.


(b)
Escrow Amount. In connection with the Stock Exchange and the Merger, Parent, the
Stockholders Agent, Continental Stock Transfer and Trust Company (the Escrow
Agent), Haimowitz, individually, and Kenneth Nolan (Nolan)
are entering into the escrow agreement in the form attached hereto as Exhibit C (the Escrow
Agreement). Notwithstanding anything to the contrary set forth in this
Agreement, in connection with any payment hereunder, Parent shall withhold from the
shares issued to each of the Rollover Stockholders pursuant to Section 1.1 (excluding the
Transferred Common Shares Consideration) and the cash otherwise payable to each holder of
outstanding Common Stock (the Common Stockholders) in
accordance with Section 1.7(a) cash and shares (the Escrow Shares)
in an amount equal to such holders Pro Rata Share of the Escrow Amount as set forth
on the Payment Spreadsheet. For purposes of the foregoing, each such holders Pro
Rata Share shall be a fraction whose numerator is the aggregate number of
shares of Common Stock held by such holder immediately prior to the Stock Exchange, and
whose denominator is the aggregate number of shares of Common Stock outstanding
immediately prior to the Stock Exchange and Escrow Amount shall
initially mean $1,720,000 (with references to the Escrow Amount in this Agreement, as at
any applicable date, giving effect to any reduction of such amount from time to time
(including, without limitation, the Step-Down pursuant to Article 8 of this Agreement)).
In calculating each Common Stockholders Pro Rata Share of the Escrow Amount to be
withheld from the shares or


8
cash to which such Common
Stockholder is otherwise entitled under Section 1.1 and Section 1.7, the shares shall be
valued at $5.98 per share. Amounts to be withheld in respect of each Rollover Stockholders
Pro Rata Share of the Escrow Amount shall be withheld first from shares of Parent Common
Stock issued pursuant to Section 1.1. If the value of such withheld shares (which shall
be valued at $5.98 per share) is insufficient to provide for such Rollover Stockholders
Pro Rata Share of the Escrow Amount, then and only to the extent of such insufficiency
shall cash otherwise payable to such Rollover Stockholder in respect of Common Stock be
withheld by Parent to satisfy such Rollover Stockholders obligations in respect of
the Escrow Amount. Promptly following the Effective Time, Parent shall cause the Escrow
Amount consisting of cash and shares to be deposited with the Escrow Agent and the Escrow
Agent shall hold such shares in its vault and such cash in an interest bearing escrow
account (collectively, the shares and cash, the Escrow Fund) as
security for the indemnification obligations under Article 8 and for purposes of
paying any Adjustment Amount pursuant to Section 1.7(h)(iii). All income and gains earned
on the Escrow Fund shall be included by Parent as taxable income or loss of Parent and
the Escrow Agreement shall provide for the Escrow Agent to make quarterly distributions
to Parent equal to forty percent (40%) of the taxable income recognized on the Escrow
Fund in such quarter to satisfy any tax obligations that arise as a result of such income
and gains being attributed to Parent. Any income and gains of the Escrow Fund shall be
available to Parent as part of the Escrow Fund, but if not paid to Parent in connection
with the indemnification obligations owed to any Parent Indemnitee, or paid to Parent to
cover Taxes, shall ultimately be distributable to the Common Stockholders in accordance
with this Agreement and the Escrow Agreement. The parties acknowledge and agree that any
amounts (whether principal or income and gains on principal earned during the term of the
Escrow Fund) distributed by the Escrow Agent from the Escrow Fund to the Common
Stockholders pursuant to the terms of the Escrow Agreement shall be treated, for U.S.
federal income tax purposes, as additional consideration paid to the Common Stockholders
for their shares pursuant to the Stock Exchange and the Merger as and when that amount is
distributed.


1.9
No Further Ownership Rights in the Company Capital Stock; Transfers of Ownership.
The Merger Consideration delivered upon the surrender for exchange of Certificates in
accordance with the terms hereof shall be deemed to have been issued in full satisfaction
of all rights pertaining to the shares of the Company Capital Stock represented by such
Certificates. At the Effective Time, the stock transfer books of the Company shall be
closed and there shall be no further registration of transfers of the Company Common
Stock thereafter on the records of the Company. If any certificate for shares of Parent
Common Stock is to be issued in a name other than that in which the Certificate
surrendered in exchange therefor is registered, it will be a condition of the issuance
thereof that the Certificate so surrendered will be properly endorsed and will otherwise
be in proper form for transfer and that the person requesting such exchange will have
paid to Parent or any agent designated by it any transfer or other taxes required by
reason of the issuance of a certificate for shares of Parent Common Stock in any name
other than that of the registered holder of the Certificate surrendered, or established
to the satisfaction of Parent or any agent designated by it that such tax has been paid
or is not payable. If, after the Effective Time, Certificates are presented to the
Surviving Corporation for any reason, they shall be canceled and exchanged as provided in
this Article 1.


1.10
Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have
been lost, stolen or destroyed, the Exchange
Agent shall issue in exchange for such lost,


9
stolen or destroyed Certificates, upon the
making of an affidavit of that fact by the holder thereof such Merger Consideration (and
dividends, distributions and cash in lieu of fractional shares) as may be required
pursuant to Section 1.7.


1.11
Taking of Necessary Action; Further Action. Each of the Signing Stockholders,
Parent, Merger Sub and the Company will take all such reasonable and lawful action as may
be necessary or desirable in order to effectuate the Merger in accordance with this
Agreement as promptly as possible. If, at any time after the Effective Time, any further
action is necessary or desirable to carry out the purposes of this Agreement and to vest
the Surviving Corporation with full right, title and possession to all assets, property,
rights, privileges, powers and franchises of the Company and Merger Sub, the officers and
directors of the Company and Merger Sub are fully authorized in the name of their
respective corporations or otherwise to take, and will take, all such lawful and
necessary action, so long as such action is not inconsistent with this Agreement.


2. Items to be Delivered in
Connection with the Stock Exchange and the Merger.


2.1
Items to be Delivered by Parent. Concurrently with the execution and delivery of
this Agreement, Parent shall have delivered to the Company each of the following:


(a)
Escrow Agreement. An Escrow Agreement in the form attached hereto as Exhibit C,
duly executed by the Escrow Agent, Parent and Merger Sub.


(b)
Nasdaq Listing. Evidence that Parent Common Stock to be issued in the Stock
Exchange shall have been authorized for listing, to the extent determined by Parent in
good faith to be necessary, on the Nasdaq/National Market System upon official notice of
issuance.


(c)
Certified Minutes. A copy of the Parent board resolutions with respect to the
substitution of Company Stock Options, certified by Parents secretary.


2.2
Items to be Delivered by the Company. Concurrently with the execution and delivery
of this Agreement, the Company shall have delivered to Parent each of the following:


(a)
Escrow Agreement. An Escrow Agreement in the form attached hereto as Exhibit C,
duly executed by the Escrow Agent, the Company and the Stockholders Agent.


(b)
Investor Representation Statement. An Investor Representation Statement in
substantially the form of Exhibit D, duly executed by Le@p and each Rollover Stockholder.


(c)
Non-Competition, Non-Disclosure and Assignment of Inventions Agreement. A
Non-Competition, Non-Disclosure and Assignment of Inventions Agreement in the form of
Exhibit E, duly executed by Haimowitz.


(d)
FIRPTA. The Company shall have delivered to Parent a properly executed
certification, in the form of Exhibit F, certifying that the shares of Company
Capital


10
Stock do not constitute United
States real property interests under Section 897(c) of the Code, for purposes of
satisfying Parents obligations under Treasury Regulation Section 1.1445-2(c)(3).


(e)
Officers Certificate. The certification attached hereto as Exhibit G with
respect to the Company Financial Statements, duly executed by the Companys Chief
Financial Officer and Chief Executive Officer.


(f)
Payment Spreadsheet. A spreadsheet attached hereto as Schedule 2.2(f), certified as
complete and correct by the Chief Executive Officer of the Company as of the Effective
Time, which shall separately list, as of the Effective Time: (i) all record holders of
Outstanding Company Capital Stock and their respective addresses, (ii) the number of
shares of Outstanding Company Capital Stock held of record by each such holder, (iii) the
number of shares of Parent Common Stock to be issued to each such holder that is a
Rollover Stockholder pursuant to Section 1.1, (iv) the amount of cash to be paid to
each such holder pursuant to Section 1.7(a), (v) the number of shares of Parent
Common Stock to be deposited into the Escrow Fund on behalf of each such holder that is a
Rollover Stockholder pursuant to Sections 1.1 and 1.8(b), (vi) the amount of cash to
be deposited into the Escrow Fund on behalf of each such Common Stockholder pursuant to
Sections 1.7(a) and 1.8(b) and (vii) each Common Stockholders Pro Rata Share.


(g)
Opinion. An opinion of counsel to the Company with respect to the Stock Option Plan
in the form attached hereto as Exhibit H.


(h)
Termination. Written evidence of the Companys termination of the Joint
Venture Agreement, dated as of June 5, 2000, by and between the Company and the New
England Center for Headache, P.C. or its predecessor.


(i)
Stockholder Information Statement. The Company shall have delivered to Parent
properly addressed packages to each Stockholder with postage pre-paid.


(j)
Certified Minutes. A copy of the Company board minutes (or resolutions adopted by
unanimous written consent in lieu thereof) with respect to the Stock Exchange and Merger,
and the approval of this Agreement, certified by the Companys secretary.


3.
Representations and Warranties of the Company. Except as disclosed in a document of even
date herewith and attached hereto (the Company Disclosure
Schedule) delivered by the Company to Parent prior to the execution
and delivery of this Agreement referencing the particular Section of this Agreement to
which exception is being taken (it being understood and agreed by the parties hereto that
the disclosure of any fact or item in any such section of the Company Disclosure Schedule
shall, should the fact or item be relevant to any other section of this Agreement or the
Company Disclosure Schedule, be deemed disclosed with respect to such other section of
this Agreement or the Company Disclosure Schedule, but only to the extent such relevance
is readily apparent on the face of such disclosure without the need for investigation or
inquiry by Parent), the Company represents and warrants to Parent and Merger Sub as
follows:

3.1
Organization, Standing and Power.

11
(a)
The Company and each subsidiary of the Company (a Subsidiary) is a
corporation duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization. The Company and each Subsidiary has all necessary power to
own its properties and to carry on its business as now being conducted and as proposed to
be conducted and is duly qualified to do business and is in good standing in each
jurisdiction where it is required to be so qualified and in good standing. The Company
has delivered a true and correct copy of the Certificate of Incorporation and Bylaws or
other charter documents, as applicable, of the Company and each Subsidiary, each as
amended through the time immediately prior to the Effective Time, to Parent. Except as
set forth on Schedule 3.1(a) of the Company Disclosure Schedule, neither the Company nor
any Subsidiary is in violation of any of the provisions of its Certificate of
Incorporation or Bylaws.


(b)
The name of each Subsidiary and its jurisdiction of incorporation is set forth on
Schedule 3.1(b) of the Company Disclosure Schedule. Other than as set forth on Schedule
3.1(b) of the Company Disclosure Schedule, the Company has no subsidiaries and does not
directly or indirectly own any equity or similar interest in, or any interest convertible
or exchangeable or exercisable for, any equity or similar interest in, any corporation,
partnership, joint venture or other business association or entity.


3.2
Company Authority. The Company has all corporate power and authority to enter into
this Agreement and any related agreement to which it is a party, and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of the Company. A correct and
complete copy of the minutes of the meeting of the Board of Directors of the Company (or
resolutions adopted by unanimous written consent in lieu thereof) at which this Agreement
was approved has been provided to Parent. The affirmative vote of (i) the holders of a
majority of the shares of the Common Stock, Series A Preferred Stock and Series B
Preferred Stock outstanding, (ii) the holders of two-thirds of the shares of Series A
Preferred Stock and Series B Preferred Stock outstanding; (iii) a majority of the holders
of the Series A Preferred Stock; and (iv) a majority of the holders of the Series B
Preferred Stock, each on the record date for the written consent of Stockholders relating
to this Agreement is the only vote of the holders of any of the Companys capital
stock necessary under Delaware Law to approve this Agreement and the transactions
contemplated hereby. This Agreement and the Merger have been approved and adopted by the
stockholders of the Company by the requisite vote or written consent required by
applicable law and the Companys Certificate of Incorporation. Each of this
Agreement and the Escrow Agreement has been duly executed and delivered by the Company
and constitutes the valid and binding obligation of the Company and the Stockholders,
enforceable against the Company and all of its Stockholders in accordance with its terms,
except that such enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting or relating to creditors rights generally, and is
subject to general principles of equity. Except as set forth in Schedule 3.2 of
the Company Disclosure Schedule, the execution and delivery of this Agreement and the
Escrow Agreement by the Company and each Signing Stockholder party hereto or thereto, as
applicable, does not, and the consummation of the transactions contemplated hereby will
not, conflict with, or result in any violation, breach of or default under (with or
without notice or lapse of time, or both), or give rise to a right of termination,
cancellation or acceleration of any material obligation or loss of any material benefit
under, (i) any provision of the


12
Certificate of Incorporation or
Bylaws of the Company or any Subsidiary, each as amended through the time immediately
prior to the Effective Time, (ii) any material mortgage, indenture, lease, credit
agreement, contract or other agreement or instrument to which the Company or any
Subsidiary is a party or by which they or any of their properties or assets may be bound
or subject, including those listed on Schedule 3.22(a) of the Company Disclosure
Schedule, (iii) any permit, concession, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary
or by which any of their properties or assets may be bound or subject or (iv) any
license, sublicense or other agreement relating to any Intellectual Property or Third
Party Intellectual Property Rights (each as defined in Section 3.18). Except as set forth
on Schedule 3.2 of the Company Disclosure Schedule, no consent, approval, waiver, order
or authorization of, or registration, declaration or filing with, or notice to any court,
administrative agency or commission or other governmental authority or instrumentality (Governmental
Entity) or third party is required to be obtained, made or provided by or
with respect to the Company, any Subsidiary or any Stockholder in connection with the
execution and delivery of this Agreement or the Escrow Agreement or the consummation of
the transactions contemplated hereby or thereby, except for the filing of the Certificate
of Merger with the Delaware Secretary of State.


3.3
Governmental Authorization. The Company has obtained each federal, state, county,
local or foreign governmental consent, license, permit, grant, or other authorization of
a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently
operates or holds any interest in any of their properties or (ii) that is required for
the operation of the Companys or any Subsidiarys business or the holding of
any such interest and all of such authorizations are in full force and effect.


3.4
Title to Property. The Company has good and marketable title to all of its and any
Subsidiarys properties, interests in properties and assets, real and personal of
the nature to be reflected on a balance sheet under GAAP, reflected on the Current
Balance Sheet (as defined in Section 3.13(a)) or acquired after December 31, 2003 (except
properties, interests in properties and assets sold or otherwise disposed of since the
Current Balance Sheet Date in the ordinary course of business), or with respect to leased
properties and assets, valid leasehold interests therein, free and clear of all
mortgages, liens, pledges, charges or encumbrances of any kind or character, except (i)
the lien for current Taxes not yet due and payable or for Taxes that are being contested
in good faith and set forth on Schedule 3.4 of the Company Disclosure Schedule,
(ii) such imperfections of title, liens and easements as do not and will not materially
detract from or interfere with the use of the properties subject thereto or affected
thereby, or otherwise materially impair business operations involving such properties and
(iii) liens securing debt which is reflected on the Current Balance Sheet. The property
and equipment of the Company that are used in the operations of its or any Subsidiarys
businesses are in all material respects in good operating condition and repair, subject
to normal wear and tear. All properties used in the operations of the Company or any
Subsidiary are reflected in the Current Balance Sheet at the Current Balance Sheet Date
to the extent GAAP requires the same to be reflected. All leases to which the Company or
any Subsidiary is a party are in full force and effect and are valid, binding and
enforceable in accordance with their respective terms, except as such enforceability may
be limited by (i) bankruptcy laws and other similar laws affecting creditors rights
generally and (ii) general principles of equity, regardless of whether asserted in a
proceeding in equity or at law. True and correct copies of all such leases have been
provided to


13
Parent. The Company owns no real
property. Schedule 3.4 of the Company Disclosure Schedule sets forth a true and complete
list of all real property leased by the Company. Assuming the due execution and delivery
thereof by the other parties thereto, all such real property leases are in full force and
effect and are valid, binding and enforceable in accordance with their respective terms,
except as such enforceability may be limited by (i) bankruptcy laws and other similar
laws affecting creditors rights generally and (ii) general principles of equity,
regardless of whether asserted in a proceeding in equity or at law. Correct and complete
copies of all such of real property leases have been provided to Parent.


3.5
Environmental Matters.


(a)
The following terms shall be defined as follows:


(i)
      Environmental Laws shall mean any federal, state or local laws,
ordinances,  codes, regulations, rules, policies and orders that are intended to
assure the protection of the environment, or that classify, regulate, call for the
remediation of, require reporting with respect to, or list or define air, water,
groundwater, solid waste, hazardous or toxic substances, materials, wastes, pollutants or
contaminants, or which are intended to assure the safety of employees, workers or other
persons, including the public.(ii)
     Hazardous Materials shall mean any toxic or hazardous substance,
material or  waste or any pollutant or contaminant, or infectious or radioactive
substance or material, including without limitation, those substances, materials and
wastes defined in or regulated under any Environmental Laws.(b)
      The Company is not and has not been in violation of any Environmental Law relating
to the properties or facilities of the Company at which any part of the Companys or
any Subsidiarys business is or has been conducted. The Company has not used,
generated, manufactured or stored on or under any part of its properties or facilities at
which any part of the Companys or any Subsidiarys business is or has been
conducted, or transported to or from any part thereof, any Hazardous Materials in
violation of any applicable Environmental Laws. There has not been any presence,
disposal, or release of any Hazardous Materials on, from or under any part of the Companys
or any Subsidiarys properties or facilities at which any part of the Companys
or any Subsidiarys business is or has been conducted. No civil, criminal or
administrative action, proceeding or investigation is pending against the Company or any
Subsidiary, or to the knowledge of the Company, threatened against the Company, and the
Company is not aware of any facts or circumstances which could form the basis for
assertion of a claim or liability, regarding non-compliance with Environmental Laws
relating to the Companys business.


3.6
Taxes. (a) The Company and each other corporation (if any) included in any
consolidated or combined Tax return in which the Company has been included (i) have
filed, in a timely and proper manner, consistent with applicable laws, all Federal, state
and local Tax returns and Tax reports required to be filed by them through the Effective
Time (the Company Returns) with the appropriate governmental
agencies in all jurisdictions in which the Company Returns are required to be filed and
have timely paid all amounts shown thereon to be due;


14
(ii) have paid all Taxes of the
Company (or such other corporation) required to have been paid by the Company (or such
other corporation) on or before the date hereof; and (iii) currently are not the
beneficiary of an extension of time within which to file any Tax return or Tax report.
All such Company Returns are correct and complete in all material respects.


(b)
      All Taxes of the Company attributable to all periods up to the date hereof, to the
extent not required to have been previously paid, have been adequately provided for on
the Closing Balance Sheet in accordance with GAAP.


(c)
No Tax returns of the Company are currently under examination by the Internal
Revenue Service (the IRS) or any state, local or foreign taxing authority,
and no waivers of statutes of limitations have been given with respect to the Company
that are still in effect.


(d)
      Any deficiencies asserted or assessments (including interest and penalties) made as
a result of any examination by the IRS or by any other taxing authorities of any Taxes of
the Company have been fully paid or are adequately provided for on the Closing Balance
Sheet.


(e)
      The Company has not agreed to, nor is it required to, make any adjustment under
Section 481(a) of the Code by reason of a change in accounting method or otherwise.


(f)
      The Company is not a party to any agreement or contract with any disqualified
individual (as defined in Section 280G(c) of the Code) that, by reason of the
transactions contemplated hereby and occurring on or prior to the date hereof or taking
into account any other agreements or contracts currently in effect between the Company
and such disqualified individual, will result in the disallowance of any deduction for
any payment under such agreement or contract as an excess parachute payment (as
defined in Section 280G(b)(1) of the Code).


(g)
      The Company is not, and has not been during the applicable period specified in
Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation
within the meaning of Section 897(c) of the Code.


(h)
      The Company has complied with all applicable laws relating to the payment and
withholding of Taxes (including, without limitation, withholding of Taxes pursuant to
Sections 1441, 1442 and 3406 of the Code or similar provisions under any state or foreign
laws) and has, within the time and in the manner required by law, withheld from employee
wages and paid over to proper governmental authorities all amounts required to be so
withheld and paid over under all applicable laws.


(i)
      The Company is not liable for Taxes of any other person or entity by virtue of
Section 6901 of the Code, Treas. Reg. §1.1502-6 or otherwise.


As
used in this Agreement: Tax means any of the Taxes and Taxes means,
with respect to any entity, all income taxes (including any tax on or based upon net
income, gross income, income as specially defined, earnings, profits or selected items of
income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer,
franchise, license, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property or windfall


15
profits taxes, alternative or add-on
minimum taxes, customs duties and other taxes, fees, assessments or charges of any kind
whatsoever, together with all interest and penalties, additions to tax and other
additional amounts imposed by any taxing authority (domestic or foreign) on such entity.


3.7
Employees; Employee Benefit Plans.


(a)
Schedule 3.7(a) of the Company Disclosure Schedule accurately sets forth, with
respect to each employee of the Company or any Subsidiary (including any employee of the
Company or any Subsidiary who is on a leave of absence): (i) the name of such
employee and the date as of which such employee was originally hired by the Company or
any Subsidiary; (ii) such employees title; (iii) the aggregate dollar
amount of the compensation (including wages, salary, commissions, directors fees,
fringe benefits, bonuses, profit sharing payments, incentive compensation and other
payments or benefits of any type) received by such employee from the Company or any
Subsidiary with respect to services performed in 2003; (iv) such employees
annualized compensation as of December 31, 2004; and (v) such employees
citizenship status (whether such employee is a U.S. citizen or otherwise) and, with
respect to non-U.S. citizens, identifies the visa or other similar permit under which
such employee is working for the Company or any Subsidiary and the dates of issuance and
expiration of such visa or other permit.


(b)
Except as disclosed on Schedule 3.7(b)(i) of the Company Disclosure Schedule, the
employment of the Companys and each Subsidiarys employees is terminable by
the Company or the applicable Subsidiary at will. Except as disclosed on Schedule
3.7(b)(ii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary
uses, or has used during the two years preceding the date hereof, the services of any
independent contractors.


(c)
Schedule 3.7(c) of the Company Disclosure Schedule identifies each salary, bonus,
deferred compensation, incentive compensation, stock purchase, stock option, severance
pay, termination pay, medical or life insurance, supplemental unemployment benefits,
retirement, savings, profit-sharing or pension plan, program or agreement (collectively,
the Plans) sponsored, maintained, contributed to or required to
be contributed to by the Company or any ERISA Affiliate (as defined below) for the
benefit of any employee of the Company or any ERISA Affiliate. As of the date hereof,
neither the Company nor any ERISA Affiliate intends or has committed to establish or
enter into any new Plan, and, except as may be required by applicable law and except as
set forth on Schedule 3.7(c) of the Company Disclosure Schedule, to amend or modify any
Plan. Except as set forth in Schedule 3.7(c) of the Company Disclosure Schedule, none of
the Plans are subject to the laws of any country other than those of the United States.


(d)
      The Company has delivered or made available to Parent:  (i) correct and complete
copies of all documents setting forth the terms of each Plan, including all amendments
thereto and all related trust documents; (ii) the three most recent annual reports
(Form Series 5500 and all schedules and financial statements attached thereto), if any,
required under the Employee Retirement Income Security Act of 1974, as amended (ERISA)
or the Code in connection with each Plan; (iii) the most recent summary plan
description together with the summaries of material modifications thereto, if any,
required under ERISA with respect to each


16
Plan; (iv) all material written
contracts or agreements relating to each Plan, including administrative service
agreements and group insurance contracts; (v) all written materials, as of January
1, 2002, provided to any employee of the Company or any Subsidiary relating to any Plan
and any proposed Plans, in each case, relating to any amendments, terminations,
establishments, increases or decreases in benefits, acceleration of payments or vesting
schedules or other events that would result in any liability to the Company or any
Subsidiary; (vi) all correspondence to or from any governmental body relating to any
Plan; (vii) all COBRA forms and related notices; (viii) all insurance policies
in the possession of the Company or any Subsidiary pertaining to fiduciary liability
insurance covering the fiduciaries for each Plan; (ix) all discrimination tests
required under the Code for each Plan intended to be qualified under Section 401(a) of
the Code for the most recent plan year; (x) the most recent Internal Revenue Service
determination or opinion letter issued with respect to each Plan intended to be qualified
under Section 401(a) of the Code and (xi) accurate and complete copies of all employee
manuals and handbooks, disclosure materials, and policy statements relating to the
employment of the current and former employees of the Company or any Subsidiary.


(e)
Except as set forth on Schedule 3.7(e) of the Company Disclosure Schedule, (i) the
Company and each Subsidiary have substantially performed all obligations required to be
performed by it under each Plan and is not in default under or violation of, (ii) the
Company has no knowledge of any default under or violation by any other party of, the
terms of any Plan and (iii) each Plan has been established and maintained in all material
respects in accordance with its terms and is in material compliance with all applicable
laws and other legal requirements, including ERISA and the Code. Any Plan intended to be
qualified under Section 401(a) of the Code has obtained a favorable determination letter
(or opinion letter, if applicable) as to its qualified status under the Code or has
remaining a period of time under applicable Treasury regulations or Internal Revenue
Service pronouncements in which to apply for such a letter and make any amendments
necessary to obtain a favorable determination as to the qualified status of that Plan. To
the knowledge of the Company, no prohibited transaction, within the meaning
of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt
under Section 408 of ERISA, has occurred with respect to any Plan. There are no claims or
legal proceedings pending, or, to the knowledge of the Company, threatened or reasonably
anticipated (other than routine claims for benefits), against any Plan or against the
assets of any Plan. Each Plan (other than any Plan to be terminated on or prior to the
Effective Time in accordance with this Agreement) can be amended, terminated or otherwise
discontinued after Closing in accordance with its terms, without liability to Parent, the
Company, any Subsidiary or the Surviving Corporation (other than ordinary administration
expenses and benefits or claims incurred under the terms of the Plan prior to the date of
termination). There are no audits, inquiries or legal proceedings pending or, to the
knowledge of the Company threatened, by any governmental body with respect to any Plan.
Neither the Company nor any Subsidiary has ever incurred any penalty or tax with respect
to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The
Company and each Subsidiary have made all contributions and other payments required by
and due under the terms of each Plan.


(f)
      Neither the Company nor any Subsidiary nor any trade or business (whether or not
incorporated) which is or has ever been under common control, or which is or has ever
been treated as a single employer with the Company under Section 414(b), (c), (m) or (o)
of the Code (ERISA Affiliates) has in the last six (6) years
contributed or been obligated to


17
contribute to any (i) employee
benefit pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of
ERISA; or (ii) multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.


(g)
      No Plan provides (except at no cost to the Company or any Subsidiary), or reflects
or represents any liability of the Company or any Subsidiary to provide, retiree life
insurance, retiree health benefits or other retiree employee welfare benefits to any
Person for any reason, except as may be required by COBRA or other applicable federal,
state, local or foreign laws and other legal requirements. Other than commitments made
that involve no future costs to the Company or any Subsidiary, neither the Company nor
any Subsidiary has ever represented, promised or contracted (whether in oral or written
form) to any employee of the Company or any Subsidiary (either individually or to
employees of the Company or any Subsidiary as a group) that such employee(s) would be
provided with retiree life insurance, retiree health benefits or other retiree employee
welfare benefits, except to the extent required by applicable federal, state, local or
foreign laws and other legal requirements.


(h)
Except as disclosed on Schedule 3.7(h) of the Company Disclosure Schedule, neither
the execution of this Agreement nor the consummation of the transactions contemplated
hereby will constitute an event under any Plan or trust agreement pursuant thereto that
will or may result in any payment (whether of severance pay or otherwise), acceleration,
forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to
fund benefits with respect to any employees of the Company or any Subsidiary.


(i)
      The Companys board of directors has taken all corporate action necessary to
authorize the termination of the Companys 401(k) Plan.


3.8
Employee Matters. The Company and any Subsidiary are, and at all times have been,
in compliance with all currently applicable laws and regulations respecting
discrimination in employment, terms and conditions of employment, wages, hours and
occupational safety and health and employment practices, including the health care
continuation requirements of COBRA, the requirements of the Family Medical Leave Act of
1993, as amended, the requirements of the Health Insurance Portability and Accountability
Act of 1996, as amended, and any similar provisions of state law. The Company and any
Subsidiary are not engaged in any unfair labor practice. There are no pending or, to the
knowledge of the Company, threatened or reasonably anticipated material claims or legal
proceedings against the Company or any Subsidiary under any workers compensation
policy or long-term disability policy. The Company has no material obligations under
COBRA with respect to any former employees or beneficiaries thereunder. The Company is
not a party to any collective bargaining agreement or other labor union contract nor does
the Company know of any activities or proceedings of any labor union to organize its
employees. There is no claim pending against the Company based on actual or alleged race,
age, sex, disability or other harassment or discrimination, or similar tortuous conduct,
nor, to the knowledge of the Company, is there any basis for such claim. In addition, the
Company has provided all employees with all relocation benefits, stock options, bonuses
and incentives, and all other compensation earned and presently due and payable up
through the date of this Agreement.


18
3.9
Insurance. Schedule 3.9 of the Company Disclosure Schedule identifies all insurance
policies maintained by, at the expense of or for the benefit of the Company or any
Subsidiary and identifies any material claims made thereunder, and the Company has
delivered to Parent accurate and complete copies of the insurance policies identified on
Schedule 3.9 of the Company Disclosure Schedule. The Company has policies of insurance
and bonds of the type and in amounts customarily carried by persons conducting businesses
or owning assets similar to those of the Company. Each of the insurance policies
identified in Schedule 3.9 of the Company Disclosure Schedule is in full force and
effect. Except as set forth in Schedule 3.9 of the Company Disclosure Schedule, there is
no material claim pending under any of such policies identified in Schedule 3.9. Neither
the Company nor any Subsidiary has received any written, or to the knowledge of the
Company other, notice or other communication regarding any actual or possible (a)
cancellation or invalidation of any insurance policy, (b) refusal of any coverage or
rejection of any claim under any insurance policy, or (c) material adjustment in the
amount of the premiums payable with respect to any insurance policy. All premiums due and
payable under all such policies and bonds have been paid and the Company is otherwise in
compliance with the terms of such policies and bonds.


3.10
Compliance with Laws. Except as set forth in Schedule 3.10 of the Company Disclosure
Schedule, the Company and each Subsidiary have complied with, are not in violation of and
have not received any written, or to the knowledge of the Company other, notices of
violation with respect to, any federal state, local or foreign statute, law or regulation
with respect to the conduct of their respective business, or the ownership or operation
of their respective business. The Company and each Subsidiary have complied with, are not
in violation of, and have not received any written, or to the knowledge of the Company
other, notices of violation with respect to, any federal or state privacy,
confidentiality, health, consumer protection, advertising, electronic mail or data
security laws and regulations.


3.11
Brokers and Finders Fees. Except as set forth in Schedule 3.11 of the
Company Disclosure Schedule, the Company has not, and no Subsidiary has, incurred, nor
will they incur, directly or indirectly, any liability for brokerage or finders fees
or agents commissions or investment bankersfees or any similar charges in
connection with this Agreement or any transaction contemplated hereby.


3.12
Capital Structure; Title to Shares.


(a)
Capital Structure. The authorized capital stock of the Company consists of (i)
30,000,000 shares of Common Stock, of which 12,301,610 shares were issued and outstanding
as of the close of business on January 6, 2005, (ii) 3,500,000 shares of the Series A
Preferred Stock, of which 3,211,903 shares were issued and outstanding as of the close of
business on January 6, 2005 and (iii) 6,225,000 shares of the Series B Preferred Stock,
of which 6,000,000 shares were issued and outstanding as of the close of business on
January 6, 2005. All shares of Company Capital Stock are duly authorized, validly issued,
fully paid and non-assessable and are free of any liens or encumbrances other than any
liens or encumbrances created by or imposed upon the holders thereof, and are not subject
to preemptive rights or rights of first refusal created by statute, the Certificate of
Incorporation or Bylaws of the Company or any agreement to which the Company is a party
or by which it is bound. The shares of the Company Capital Stock owned by the
Stockholders as set forth in the Payment Spreadsheet


19
constitute all of the issued and
outstanding capital stock of the Company. Except for the rights created pursuant to this
Agreement and as set forth on Schedule 3.12(a) of the Company Disclosure Schedule, there
are no other options, warrants, calls, rights, commitments or agreements of any character
to which the Company is a party or by which it is bound obligating the Company to issue,
deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased
or redeemed, any shares of the Company Capital Stock or obligating the Company to grant,
extend, accelerate the vesting of, change the price of, or otherwise amend or enter into
any such option, warrant, call, right, commitment or agreement. There are no other
contracts, commitments or agreements relating to voting, purchase or sale of Company
Capital Stock (i) between or among the Company and any of the Stockholders and (ii) to
the knowledge of the Company, between or among any of the Stockholders. Each outstanding
share of Series A Preferred Stock and Series B Preferred Stock is convertible into one
share of Company Common Stock. All shares of Company Capital Stock and all Stock Options
and Warrants have been issued and granted in compliance with (y) all applicable federal
and state securities laws and other applicable legal requirements, and (z) except as set
forth on Schedule 3.12(a)(z) of the Company Disclosure Schedule, any requirements set
forth in the Company Certificate of Incorporation and Bylaws and applicable Company
contracts.


(b)
As of the date of this Agreement 5,000,000 shares of Common Stock are reserved for future
issuance under the 2000 Healthology, Inc. Stock Option Plan (the Stock Option
Plan), of which options to purchase 1,209,705 shares are outstanding. The
Company does not have any other stock option plan. Schedule 3.12(b) of the
Company Disclosure Schedule accurately sets forth, with respect to each Stock Option
outstanding as of the date hereof (whether vested or unvested): (i) the name of the
holder of such Stock Option; (ii) the total number of shares of Company Capital
Stock that are subject to such Stock Option and the number of shares of Company Capital
Stock with respect to which such Stock Option is immediately exercisable; (iii) the date
on which such Stock Option was granted or issued and the term of such Stock Option; (iv) the
vesting schedule for such Stock Option, if applicable; (v) the exercise price per
share of Company Capital Stock purchasable under such Stock Option; and (vi) whether such
Stock Option has been designated an incentive stock option as defined in
Section 422 of the Code. As of the Effective Time, each such issued and outstanding
Stock Option will represent only a right to purchase shares of Parent Common Stock. As of
the Effective Time, no such Stock Option will represent a right to purchase, acquire or
convert into, or obligate the Company to issue, any shares of capital stock of the
Company or any rights, options or warrants to purchase or acquire capital stock of the
Company. Assuming that an option agreement (providing for the issuance of duly authorized
Parent Common Stock upon exercise of a Stock Option) is delivered to the holders of Stock
Options, each such Substituted Option will be issued in substitution for a previously
outstanding Stock Option in accordance with the Stock Option Plan and any related option
agreement. No consent of any participant in the Stock Option Plan is required to be
obtained in connection with each such substitution. Except for Stock Options granted
pursuant to the Stock Option Plan and as set forth in Schedule 3.12(b) of the
Company Disclosure Schedule, there is no: (w) outstanding subscription, option,
call, warrant or right (whether or not currently exercisable) to acquire any shares of
capital stock or other securities of the Company; (x) outstanding security, instrument or
obligation that is or may become convertible into or exchangeable for any shares of
capital stock or other securities of the Company; (y) contract under which the Company is
or may become obligated to sell or otherwise issue any shares of its capital stock or any
other securities of the Company; or (z)


20
condition or circumstance that may
give rise to or provide a basis for the assertion of a claim by any Person to the effect
that such Person is entitled to acquire or receive any shares of capital stock or other
securities of the Company. The Company has not issued any debt securities which grant the
holder thereof any right to vote on, or veto, any actions by the Company.


(c)
      As of the Effective Time, each Warrant will represent only a right to purchase the
Merger Consideration which would have been payable to the holder thereof had such holder
exercised such Warrant through the Effective Time. As of the Effective Time, no such
Warrant will represent a right to purchase, acquire or convert into, or obligate the
Company to issue, any shares of capital stock of the Company or any rights, options or
warrants to purchase or acquire capital stock of the Company.


(d)
      The Company has never repurchased, redeemed or otherwise reacquired any shares of
capital stock or other securities of the Company.


(e)
      The appropriate distribution of the Merger Consideration (following the completion
of the Stock Exchange as set forth in the Payment Spreadsheet) pursuant to the
Certificate of Incorporation, as amended immediately prior to the Effective Time, is as
set forth in the Payment Spreadsheet.


3.13
Financial Statements. (a) The Company has delivered to Parent the following
consolidated financial statements (collectively, the Company Financial Statements):


(i)
      the unaudited consolidated balance sheet of the Company December 31, 2003 (the
 Company Balance Sheet, and the date thereof is
referred to herein as the Company Balance Sheet Date) and the
related unaudited consolidated income statements, statements of stockholders equity
and statements of cash flows of the Company for the year ended December 31, 2003,
together with the notes thereto;(ii)
     the unaudited consolidated balance sheet of the Company as of September 30, 2004
 and the related unaudited consolidated income statements of the Company for the
nine months then ended and the nine months ended September 30, 2003;(iii)
    the unaudited consolidated balance sheet of the Company as of December 30, 2004  (the
Current Balance Sheet, and the date thereof is referred
to herein as the Current Balance Sheet Date) and the related
unaudited consolidated income statements of the Company for the twelve months then ended
and the twelve months ended December 31, 2003; and(iv)
     the Closing Balance Sheet.(b)
      The Company Financial Statements are accurate and complete in all material
respects, consistent with the Companys books and records, and present fairly the
consolidated financial position of the Company as of the respective dates thereof and the
consolidated results of operations (and, in the case of the consolidated financial
statements referred to in Section 3.13(a)(i), consolidated cash flows of the Company) for
the periods


21
covered thereby. The Company
Financial Statements have been prepared in accordance with generally accepted accounting
principles (GAAP) applied on a consistent basis throughout the
periods covered and consistent with each other (except that the Company Financial
Statements referred to in Section 3.13(a)(ii), (iii) and (iv) do not contain footnotes
and are subject to normal and recurring year-end audit adjustments, which will not,
individually or in the aggregate, be material in magnitude).


(c)
      The Company does not have any off-balance sheet arrangements as defined in Item
303(c) of Regulation S-K of the Securities Act of 1933, as amended (the Securities
Act).


3.14
Absence of Certain Changes. Except as set forth on Schedule 3.14 of the Company
Disclosure Schedule, since the Current Balance Sheet Date, the Company has conducted its
business in the ordinary course and there has not occurred: (i) any change, event or
condition (whether or not covered by insurance) that has resulted in, or might reasonably
be expected to result in, a Material Adverse Effect to the Company; (ii) any destruction,
loss of or damage to, or any acquisition, sale or transfer of, any material asset of the
Company other than in the ordinary course of business; (iii) any change in accounting
principles or practices (including any change in depreciation or amortization policies or
rates) by the Company or any revaluation by the Company of any of its assets; (iv) any
declaration, setting aside, or payment of a dividend or other distribution with respect
to the shares of the Company or any direct or indirect redemption, purchase or other
acquisition by the Company of any of its shares of capital stock; (v) any material
contract entered into by the Company, other than in the ordinary course of business and
as provided to Parent, or any material amendment or termination of, any material contract
to which the Company is a party or by which it is bound; (vi) any amendment or change to
the Certificate of Incorporation or Bylaws of the Company; (vii) any increase in or
modification of the compensation or benefits payable or to become payable by the Company
to any of its directors or employees or (viii) any negotiation or agreement by the
Company to do any of the things described in the preceding clauses (i) through (vii)
(other than negotiations with Parent and its representatives regarding the transactions
contemplated by this Agreement and negotiations which have concluded without resulting in
any agreement). At the Effective Time, there will be no accrued but unpaid dividends on
shares of the Companys capital stock.


3.15
Absence of Undisclosed Liabilities. The Company has no material obligations or
liabilities of any nature (matured or unmatured, fixed or contingent) other than (i)
those set forth or adequately provided for in the Current Balance Sheet and (ii) those
incurred since December 15, 2004 in the ordinary course of business consistent with the
accounting principles and practices used in the Company Financial Statements.


3.16
Litigation. There is no material private or governmental action, suit, proceeding,
claim, arbitration or investigation pending before any agency, court or tribunal, foreign
or domestic, or, to the knowledge of the Company, threatened against the Company, any
Subsidiary or any of their respective properties or assets or any of their respective
officers or directors. To the knowledge of the Company, no event has occurred, and no
claim, dispute or other condition or circumstance exists, that will, or that could
reasonably be expected to, give rise to or serve as a basis for the commencement of any
such action, suit, proceeding, claim, arbitration or investigation. There is no judgment,
decree or order against the Company or any


22
Subsidiary, or, to the knowledge of
the Company, any of their directors or officers, that could prevent, enjoin, or
materially alter or delay any of the transactions contemplated by this Agreement. All
actions, suits, proceedings, claims, arbitrations or investigations to which the Company
or any Subsidiary is a party (or, to the knowledge of the Company, to which the Company
or any Subsidiary has been threatened to be made a party) are disclosed in Schedule 3.16of the Company Disclosure Schedule.


3.17
Restrictions on Business Activities. There is no agreement, judgment, injunction,
order or decree binding upon the Company which has or could reasonably be expected to
have the effect of prohibiting or materially impairing any current or proposed business
practice of the Company, any acquisition of property by the Company or the conduct of
business by the Company as currently conducted or as proposed to be conducted by the
Company.


3.18
Intellectual Property.


(a)
The Company owns, or is licensed or otherwise possesses legally valid rights to
use, all (whether registered or unregistered) copyrights, trademarks, trade names,
service marks, and any applications therefor, domain names, opt-in lists, client lists,
Company Content (as defined in Section 3.18(i)), know-how, trade secrets and the content
management computer software programs and applications as set forth on Schedule 3.18(h)
of the Company Disclosure Schedule (in both source code and object code form), that are
used in the business of the Company or any Subsidiary as currently conducted by the
Company or any Subsidiary. The Company is the exclusive owner of a United States
trademark registration for the Healthologyname and logo.


(b)
Schedule 3.18(b) of the Company Disclosure Schedule lists (i) all copyright
registrations and applications, patents and patent applications, trademark registrations
and applications and material unregistered trademarks, owned by the Company or any
Subsidiary and included in the Intellectual Property (as hereafter defined) that is used
in the business of the Company or any Subsidiary as currently conducted by the Company or
any Subsidiary, including the jurisdictions in which each such Intellectual Property
right has been issued or registered or in which any application for such issuance and
registration has been filed, (ii) all written (and all material non-written) licenses,
sublicenses and other agreements in effect as to which the Company or any Subsidiary is a
licensor and pursuant to which any other person is authorized to use any material
Intellectual Property or content other than nonexclusive licenses granted in the ordinary
course of business (including, without limitation, content licenses and joint venture
agreements) and (iii) all exclusive licenses, sublicenses and other agreements in effect,
and all non-exclusive licenses, sublicenses and other agreements in effect involving
amounts in excess of $10,000 individually or $25,000 in the aggregate, as to which the
Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary
is authorized to use any third party copyrights, patents or trademarks, know-how or other
Intellectual Property, including content (Third Party Intellectual Property
Rights) which are incorporated in, are, or form a part of any the Company
or Subsidiary product or which are used in connection with any services offered by or
performed by the Company or any Subsidiary. Intellectual Property as
used herein means all registered or unregistered copyrights, patents, patent
applications, trademarks, trade names, service marks, and any applications therefor,
domain names, opt-in


23
lists, client lists, works of
authorship, know-how, trade secrets, computer software programs or applications (in both
source code and object code form), technology, algorithms, processes and tangible or
intangible proprietary information or material.


(c)
Except as set forth on Schedule 3.18(c) of the Company Disclosure Schedule, to the
Companys knowledge, there is no unauthorized use, disclosure, infringement or
misappropriation of any Intellectual Property rights of the Company or any Subsidiary by
any third party, including any employee or former employee of the Company. Neither the
Company nor any Subsidiary has entered into any agreement to indemnify any other person
against any charge of infringement of any Intellectual Property, other than
indemnification provisions contained in sales agreements or licensing agreements arising
in the ordinary course of business. Except as disclosed on Schedule 3.18(b) of the
Company Disclosure Schedule, there are no royalties, fees or other payments payable by
the Company or any Subsidiary to any Person by reason of the ownership, use, sale or
disposition of Intellectual Property pursuant to licenses, sublicenses and other
agreements in effect involving amounts in excess of $10,000 individually or $25,000 in
the aggregate.


(d)
To the knowledge of the Company, all material copyrights, patents and registered
trademarks owned by the Company or any Subsidiary are listed on Schedule 3.18(b) of the
Company Disclosure Schedule, and are valid and subsisting. The business of the Company or
any Subsidiary as currently conducted and as conducted over the past two years prior to
the date hereof by the Company or any Subsidiary is not infringing, misappropriating or
making unlawful use of any Intellectual Property or other proprietary right owned by any
third party except as set forth on Schedule 3.18(d) of the Company Disclosure Schedule,
and, except as set forth on Schedule 3.18(d) of the Company Disclosure Schedule, neither
the Company nor any Subsidiary has within the last two years prior to the date hereof
received any notice or other communication (in writing or, to the knowledge of Company,
otherwise) of any actual or alleged infringement, misappropriation or unlawful use by the
Company or any Subsidiary of any Intellectual Property or other proprietary right owned
by any third party. Neither the Company nor any Subsidiary has (i) been sued in any suit,
action or proceeding which involves a claim of infringement by the Company or any
Subsidiary of any copyrights, patents, trademarks, tradenames or service marks, or
violation by the Company or any Subsidiary of any Intellectual Property or other
proprietary right of any third party or (ii) brought any action, suit or proceeding for
infringement of Intellectual Property or breach of any license or agreement involving
Intellectual Property against any third party. The Company has used commercially
reasonable efforts, to the knowledge of the Company, to enforce its rights with respect
to material trademarks where such efforts are required to maintain the validity of those
trademarks.


(e)
      To the knowledge of the Company (excluding knowledge of the specific employee or
independent contractor involved), no employee or independent contractor of the Company or
any Subsidiary is in violation of any term of any confidentiality or non-disclosure
agreement, copyright assignment or work-for-hire agreement, invention
disclosure agreement or employment contract in relation to any confidentiality or
non-disclosure obligation or in relation to any matter relating to Intellectual Property.


(f)
      The Company has taken all commercially reasonable and customary measures and
precautions necessary to protect and maintain the confidentiality of all Intellectual


24
Property owned by the Company or any
Subsidiary (except such Intellectual Property whose value does not derive from
confidentiality).


(g)
      The Company has provided to Parent a complete and accurate copy of each standard
form of the following Intellectual Property contracts used by the Company or any
Subsidiary (i) license agreement, (ii) employee agreement containing intellectual
property assignment or license of Intellectual Property or Intellectual Property rights
or any confidentiality provision, (iii) consulting or independent contractor
agreement containing intellectual property assignment or license of Intellectual Property
or Intellectual Property rights or any confidentiality provision and (iv) confidentiality
or nondisclosure agreement. All current employees of the Company or any Subsidiary have
signed agreements containing confidentiality and non-disclosure provisions that are
substantially similar in substance to the provisions contained in the standard forms
provided by the Company to Parent. The Company or a Subsidiary, as a matter of law or
pursuant to a written contract, owns, or has the right to compel assignment of ownership
rights to the Company or a Subsidiary, with respect to all relevant copyright and trade
secret rights in any work of authorship or computer software created by an employee or
independent contractor that arises from the employees or independent contractors
work for the Company or a Subsidiary, or which is otherwise material to the conduct of
the business of the Company or any Subsidiary as presently conducted.


(h)
A complete list of the Companys proprietary and non-proprietary content
management software (the Company Software), together with a
brief description, is set forth in Schedule 3.18(h) of the Company Disclosure Schedule.
The Company Software operates in the manner required in order to conduct the business of
the Company as it is currently conducted.


(i)
A complete list of the Companys proprietary content and the proprietary
content of any Subsidiary (the Company Content), is set forth
in Schedule 3.18(i) of the Company Disclosure Schedule. The Company Content is an
original work of authorship commissioned by the Company or a Subsidiary and created as a
work for hire by employees or consultants of the Company or any Subsidiary except as set
forth in Schedule 3.18(i).


(j)
      All of the Companys material computer-based systems are able to operate and
effectively process data.


3.19
Interested Party Transactions. The Company is not indebted to any director, officer,
employee or agent of the Company (except for amounts due as normal salaries and bonuses
and in reimbursement of ordinary expenses), and no such person is indebted to the
Company.


3.20
Books and Records.


(a)
      The minute books, stock record books, and other records of the Company and any
Subsidiary, all of which have been made available to Parent, are complete and correct in
all material respects and have been maintained in accordance with sound business
practices. The minute books of the Company and any Subsidiary contain accurate and
complete records of all meetings held of, and corporate action taken by, the
stockholders, the board of directors, and committees of the board of directors of the
Company and any Subsidiary, as applicable, and no


25
meeting of any such stockholders,
board of directors, or committee has been held for which minutes have not been prepared
and are not contained in such minute books. At the date hereof, all of those books and
records are in the possession of the Company.


(b)
      The Company has maintained and maintains accurate books of account and other books
and records reflecting its and any Subsidiarys assets and liabilities and maintains
proper and adequate internal accounting controls. The Company has disclosed to Parent any
(i) significant deficiency or material weakness in the design or operation of internal
control over financial reporting (as such term is defined in Rule 13a-15 of the Exchange
Act), which have in the past or are reasonably likely to affect the Companys
ability to record, process, summarize and report financial information or (ii) any fraud,
whether or not material, that involves management or other employees who have a
significant role in the Companys internal control over financial reporting, in each
case since January 1, 2003 and in each case of which the Company is aware.


3.21
[Reserved].


3.22
Material Contracts.


(a)
All contracts and agreements to which the Company is a party involving amounts in
excess of $10,000 individually or $25,000 in the aggregate are listed on Schedule 3.22(a)of the Company Disclosure Schedule. With respect to each agreement so listed: (i) the
agreement is legal, valid, binding and enforceable and in full force and effect with
respect to the Company, and to the knowledge of the Company is legal, valid, binding,
enforceable and in full force and effect with respect to each other party thereto, in
either case subject to the effect of bankruptcy, insolvency, moratorium or other similar
laws affecting the enforcement of creditors rights generally and except as the
availability of equitable remedies may be limited by general principles of equity; (ii)
the agreement will continue to be legal, valid, binding and enforceable and in full force
and effect following the Effective Time in accordance with the terms thereof as in effect
prior to the Effective Time, subject to the effect of bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors rights generally and
except as the availability of equitable remedies may be limited by general principles of
equity; and (iii) neither the Company nor, to the knowledge of the Company, any other
party, is in breach or default, and no event has occurred which with notice or lapse of
time would constitute a breach or default by the Company or, to the knowledge of the
Company, by any such other party, or permit termination, modification or acceleration,
under the agreement. The Company is not a party to any oral contract, agreement or other
arrangement involving in excess of $10,000 individually (or representing $25,000 in the
aggregate), other than the agreements listed on Schedule 3.22(a) of the Company
Disclosure Schedule.


(b)
Attached to Schedule 3.22(b) of the Company Disclosure Schedule is evidence
reasonably satisfactory to Parent of the consent or approval of those persons whose
consent or approval is required in connection with the Merger and listed on Schedule
3.22(b) of the Company Disclosure Schedule.


(c)
Employee Plans. As of the Effective Time, the Company has terminated the
Healthology 401(k) Profit-Sharing Plan.


26
(d)
Stockholder Agreement and Investor Rights Agreement. As of the execution and
delivery hereof, the Company has caused to be terminated the Amended and Restated
Stockholders Agreement dated as of August 3, 2000, and amended December 29, 2000,the
First Amended and Restated Investor Rights Agreement dated as of August 3, 2000 and the
put rights in the Series A Stock Purchase Agreement dated March 1, 2000 and the Series B
Stock Purchase Agreement dated August 3, 2000.


3.23
Inventory. The inventories shown on the Company Financial Statements or thereafter
acquired by the Company, were acquired and maintained in the ordinary course of business,
are of good and merchantable quality, and consist of items of a quantity and quality
usable or salable in the ordinary course of business. The values at which inventories are
carried reflect the inventory valuation policy of the Company, which is in accordance
with GAAP applied on a basis consistent with the Company Financial Statements. The
Company is not under any liability or obligation with respect to the return of any item
of inventory in the possession of wholesalers, retailers or other customers. Since
December 31, 2003, adequate provision has been made on the books of the Company
consistent with the Company Financial Statements to provide for all slow-moving, obsolete
or unusable inventories to their estimated useful or scrap values and such inventory
reserves are adequate to provide for such slow-moving, obsolete or unusable inventory and
inventory shrinkage.


3.24
Accounts Receivable.


(a)
Schedule 3.24 of the Company Disclosure Schedule contains a list of all accounts
receivable of the Company and any Subsidiary as of the date of the Closing Balance Sheet,
together with an aging schedule indicating a range of days elapsed since invoice.


(b)
      Subject to any reserves set forth in the Closing Balance Sheet, the accounts
receivable shown on the Closing Balance Sheet are valid and genuine, have arisen solely
out of bona fide sales and deliveries of goods, performance of services and other
business transactions in the ordinary course of business consistent with the accounting
principles and practices used in the Company Financial Statements, in each case with
persons other than affiliates, are not subject to any prior assignment, lien or security
interest and are not subject to valid defenses, set-offs or counter claims. The Company
has no reason to believe that the accounts receivable will not be collected in accordance
with their terms at their recorded amounts, subject only to the reserve for doubtful
accounts on the Closing Balance Sheet.


3.25
Financial Projections/Operating Plan. The Company has made available to Parent
certain financial projections with respect to the Companys business which
projections were prepared for internal use only. Such projections were prepared in good
faith and are based on assumptions believed by the Company to be reasonable as of the
date of this Agreement; however, the Company does not warrant that it will achieve any
results projected in the Business Plan.


3.26
State Takeover Statutes. The Company board of directors has taken all actions
necessary so that the restrictions contained in Section 203 of the Delaware Law are not
applicable to Parent, Merger Sub or this Agreement. No other state takeover statute or
similar


27
statute or regulation applies or
purports to apply to the Company with respect to this Agreement and the transactions
contemplated by this Agreement.


3.27
Customers and Suppliers.


(a)
Schedule 3.27(a)(i) of the Company Disclosure Schedule sets forth a complete and
accurate list of the twenty (20) largest customers of the Company on the basis of
aggregate contract value. Schedule 3.27(a)(ii) of the Company Disclosure Schedule sets
forth a complete and accurate list of the twenty (20) largest suppliers of the Company on
the basis of cost of content, goods or services purchased by the Company during the last
twelve (12) calendar months since the date of this Agreement.


(b)
      As of the date hereof, no customer which individually accounted for more than five
percent (5%) of the Companys gross revenues during the twelve (12) month period
preceding the date hereof and no supplier of the Company, has canceled or otherwise
terminated, or made any written threat to the Company to cancel or otherwise terminate
its relationship with the Company or has at any time on or after December 31, 2003,
decreased materially its services or supplies to the Company in the case of any such
supplier, or its usage of the services or products of the Company in the case of such
customer, and to the knowledge of the Company, no such supplier or customer has indicated
either orally or in writing that it will cancel or otherwise terminate its relationship
with the Company or to decrease materially its services or supplies to the Company or its
usage of the services or products of the Company, as the case may be. The Company has not
knowingly breached, so as to provide a benefit to the Company that was not intended by
the parties, any agreement with, or engaged in any fraudulent conduct with respect to,
any customer or supplier of the Company.


3.28
Condition and Sufficiency of Assets. The buildings, structures, and equipment of the
Company are structurally sound, are in good operating condition and repair (subject to
ordinary wear and tear), and are adequate for the uses to which they are being put, and
none of such buildings, structures, or equipment is in need of maintenance or repairs
except for ordinary, routine maintenance and repairs that are not material in nature or
cost. The building, structures, and equipment of the Company are sufficient for the
continued conduct of the Companys businesses after the date hereof in substantially
the same manner as conducted prior to the date hereof.


3A.
Representations and Warranties of Each Signing Stockholder. Each Signing
Stockholder represents and warrants, severally and not jointly, as follows:



(a)
      Such Signing Stockholder has full right, power and authority to enter into, perform
and consummate the transactions contemplated by this Agreement. This Agreement has been
duly executed and delivered by such Signing Stockholder and is a legal, valid and binding
obligation of such Signing Stockholder, enforceable against such Signing Stockholder in
accordance with its terms, except that such enforceability may be limited by bankruptcy,
insolvency, moratorium or similar laws affecting or relating to creditors rights
generally, and is subject to general principles of equity.


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(b)
      Such Signing Stockholder has good and valid title to the shares of the Company
Capital Stock held by such Signing Stockholder, free and clear of any lien, pledge,
charge, security interest, encumbrance, title retention agreement, hypothecation, adverse
claim, option, or equity. Upon the delivery to Parent of the share certificates of
Company Capital Stock owned by each Signing Stockholder who is a Rollover Stockholder at
the effective time of the Stock Exchange, good and valid title to all of the then
Outstanding Company Capital Stock held by such Signing Stockholder will have been
acquired by Parent, free and clear of all liens, pledges, charges, security interests,
encumbrances, title retention agreements, hypothecations, adverse claims, options, or
equities whatsoever, other than any created by Parent or Merger Sub.


4.
Representations and Warrantees of Parent and Merger Sub. Parent and Merger Sub
represent and warrant to the Company and the Stockholders as follows:



4.1
Organization, Standing and Power. Each of Parent and Merger Sub is a corporation
duly organized, validly existing and in good standing under the laws of its jurisdiction
of organization. Each of Parent and Merger Sub has the corporate power to own its
properties and to carry on its business as now being conducted. Parent has made available
true and correct copy of the Certificate of Incorporation and Bylaws or other charter
documents, as applicable, of Parent and Merger Sub, each as amended to date, to the
Company.


4.2
Capital Structure. The authorized capital stock of Parent consists of 200,000,000
shares of Common Stock, $.01 par value, and 5,000,000 shares of Preferred Stock, par
value $.01, of which there were issued and outstanding as of the close of business on
November 10, 2004, 71,601,345 shares of Common Stock, and no shares of Preferred Stock.
There are no other outstanding shares of capital stock or voting securities of Parent
other than shares of Parent Common Stock issued after November 10, 2004 upon the exercise
of options issued under the Parent 1999 Employee Stock Option Plan, the Parent 1999
Acquisition Stock Option Plan, the Parent 1997 Amended and Restated Acquisition Stock
Option Plan, the Parent 1995 Amended and Restated Employee Stock Option Plan, the Parent
1999 Directors Option Plan, 1999 Non-Qualified Stock Option Plan, the Amended 2001
Non-Qualified Stock Option Plan, or shares of Parent Common Stock issued under the Parent
1999 Employee Stock Purchase Plan. The authorized capital stock of Merger Sub consists of
100 shares of Common Stock all of which are issued and outstanding and are held by
Parent. All outstanding shares of Parent and Merger Sub have been duly authorized,
validly issued, fully paid and are nonassessable. The shares of Parent Common Stock to be
issued pursuant to Section 1.1 of this Agreement will be duly authorized, validly issued,
fully paid, and nonassessable and free and clear of any liens, pledges, charges, security
interests, encumbrances, title retention agreements, hypothecations, adverse claims,
options, or equities other than as created by the Rollover Stockholders.


4.3
Authority. Parent and Merger Sub have all requisite corporate power and authority
to enter into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the Escrow Agreement and the consummation of
the transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of Parent and Merger Sub, enforceable against
Parent and Merger Sub, as applicable, in accordance with their terms, except that such
enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting or relating to creditors rights generally, and is subject to general
principles of equity. This Agreement has been duly


29
executed and delivered by Parent and
Merger Sub and constitutes the valid and binding obligations of Parent and Merger Sub.
The execution and delivery of this Agreement do not and the consummation of the
transactions contemplated hereby will not conflict with, or result in any violation of,
or default under (with or without notice or lapse of time, or both), or give rise to a
right of termination, cancellation or acceleration of any material obligation or loss of
a material benefit under (i) any provision of the Certificate of Incorporation or Bylaws
of Parent or any of its subsidiaries, as amended, or (ii) any material mortgage,
indenture, lease, contract or other agreement or instrument permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Parent or any of its subsidiaries or their properties or assets. No
consent, approval, order or authorization of or registration, declaration or filing with,
any Governmental Entity, is required by or with respect to Parent or any of its
subsidiaries in connection with the execution and delivery of this Agreement by Parent
and Merger Sub or the consummation by Parent and Merger Sub of the transactions
contemplated hereby, except for (i) the filing of the Certificate of Merger, (ii) filings
required under the Securities Act, the Securities Exchange Act of 1934, as amended (the
Exchange Act) and Delaware Law and (iii) such other consents,
authorizations, filings, approvals and registrations which, if not obtained or made,
would not have a Material Adverse Effect on Parent and would not prevent, or materially
alter or delay any of the transactions contemplated by this Agreement.


4.4
SEC Documents; Financial Statements. Parent has made available to the Company a
true and complete copy of each statement, report, registration statement (with the
prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive
proxy statement, and other filing filed with the SEC by Parent since March 15, 2004,
through the date hereof (collectively, the Parent SEC Documents).
In addition, Parent has made available to the Company all exhibits to the Parent SEC
Documents filed prior to the date hereof. All documents required to be filed as exhibits
to the Parent SEC Documents have been so filed, and all material contracts so filed as
exhibits are in full force and effect except those which have expired in accordance with
their terms or have terminated, and neither Parent nor any of its subsidiaries is in
default thereunder. As of their respective filing dates, the Parent SEC Documents
complied in all material respects as to form with the requirements of the Exchange Act
and the Securities Act, and none of the Parent SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements made therein, in light of the circumstances
in which they were made, not misleading, except to the extent corrected by a subsequently
filed Parent SEC Document prior to the date hereof. The financial statements of Parent,
including the notes thereto, included in the Parent SEC Documents (the Parent
Financial Statements), complied as to form in all material respects with
applicable accounting requirements and with the published rules and regulations of the
SEC with respect thereto as of their respective dates, and have been prepared in
accordance with GAAP applied on a basis consistent throughout the periods indicated and
consistent with each other (except as may be indicated in the notes thereto or, in the
case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by
Form 10-Q of the SEC). The Parent Financial Statements fairly present the consolidated
financial condition and operating results of Parent and its subsidiaries at the dates and
during the periods indicated therein (subject, in the case of unaudited statements, to
normal, recurring year-end adjustments). There has been no change in Parent accounting
policies except as described in the notes to the Parent Financial Statements.


30
4.5
Brokers and Finders Fees. Parent has not incurred, nor will it incur,
directly or indirectly, any liability for brokerage or finders fees or agents commissions
or investment bankers fees or any similar charges in connection with this Agreement
or any transaction contemplated hereby.


5.
Covenants.



5.1
Parent Covenants.


(a)
Preservation of Records. Parent agrees that it shall preserve and keep the records
in the form and in the condition delivered to it by the Company on the date hereof
relating to the businesses of the Company and any Subsidiary for a period of seven (7)
years from the Effective Time and shall make such records, in the form and in the
condition delivered to it by the Company on the date hereof, available to the Stockholders Agent
as may be reasonably required by the StockholdersAgent in connection with, among
other things, any insurance claims by, audits against, judicial, administrative or
arbitral actions, suits or proceedings (public or private), by or before, any
Governmental Entity of the Company or Parent or any of their affiliates or in order to
enable the Stockholders Agent to comply with its respective obligations under this
Agreement and each other agreement, document or instrument contemplated hereby or
thereby. The Stockholders Agent agrees that it will treat such records as the
confidential information of Parent, and shall not disclose such records to any third
parties other than accountants or other agents that are required to have such records in
order to carry out the intent of this Section 5.1(a); provided, however, that such
accountants or other agents agree to treat such records as required by this Section
5.1(a). In the event Parent wishes to destroy such records after that time, Parent shall
first give ninety (90) days prior written notice to the Stockholders Agent and
Stockholders Agent shall have the right at its option and expense, upon prior
written notice given to Parent within that ninety (90) day period, to take possession of
the records within one hundred and eighty (180) days after the date of such notice.


(b)
Employee Matters.


(i)
      Immediately after the Effective Time and by virtue of the Merger, the employees of
the Company or any Subsidiary will become employees of the Surviving Corporation (the Affected
Employees). The Affected Employees shall be (A) employees at will and (B)
subject to and employed in compliance with Parents applicable human resources
policies and procedures. Parent hereby reserves the right to reassign, terminate and/or
change the positions of all Affected Employees, subject to any written employment
agreement between individual Affected Employees and the Surviving Corporation or Parent.
Subject to the two immediately preceding sentences, until December 31, 2005, any Affected
Employees shall be provided base salary or hourly wage rates, bonus incentive
compensation opportunities and employee benefits that are no less favorable in any
material respect than those currently in effect for such Affected Employees, whether or
not equivalent to those that are provided to Parents employees whom it deems to be
similarly situated; provided, howeverthat (x) Parent shall not be obligated to
increase the base salary or hourly wage rates, bonus incentive compensation opportunities
or employee benefits of any Affected Employee and (y) any bonuses proposed to be paid by
the Surviving Corporation to the Affected Employees for the year ending December 31,
2004, shall be included as a reserve on the Closing Balance Sheet.


31
(ii)
      Following the Effective Time, Parent shall, or shall cause its affiliates to,
recognize each Affected Employees service with the Company or any of its
subsidiaries prior to the Effective Time (or such later transition date) as service with
Parent and its affiliates in connection with any tax-qualified pension plan and welfare
benefit plan (including paid time off, vacations and holidays) maintained by Parent or
any of its affiliates in which such Affected Employee participates and which is made
available following the Effective Time by Parent or any of its affiliates for purposes of
any waiting period, vesting, eligibility and benefit entitlement (but excluding benefit
accruals under any defined benefit pension plan). Parent shall, or shall cause its
affiliates to, waive any pre-existing condition exclusions, evidence of insurability
provisions, waiting period requirements or any similar provision under any of the welfare
plans (as defined in Section 3(1) of ERISA) maintained by Parent or any of its affiliates
in which Affected Employees participate following the Effective Time. In addition,
Affected Employees shall receive credit for any co-payments, deductibles and annual
out-of-pocket expenses incurred under the welfare plans of the Company or any of its
affiliates during the 2004 calendar year, but prior to the Effective Time (or such later
transition date) for purposes of the corresponding co-payments, deductibles and annual
out-of-pocket expenses under welfare plans of Parent or any of its affiliates for the
2004 calendar year.


(c)
Indemnification.


(i)
      Parent, the Company, the Signing Stockholders and the Surviving Corporation agree
that all rights to indemnification or exculpation now existing in favor of the directors
and officers of the Company provided in the Companys Certificate of Incorporation
and Bylaws as in effect on the date of this Agreement shall continue in full force and
effect for a period of six (6) years after the Effective Time.


(ii)
       For the six-year period after the Effective Time, the Surviving Corporation shall
maintain in effect, at its or Parents expense, the Companys current directors and
officers and cyber liability insurance covering acts or omissions occurring prior
to the Effective Time with respect to those persons who are currently covered by such of
the Companys liability insurance policies on terms with respect to such coverage
and amount no less favorable to the Companys directors, officers and other
employees currently covered by such insurance (such persons, Tail Indemnitees)
than those of such policies in effect on the date hereof, providedthat the
Surviving Corporation may substitute therefor policies of a reputable insurance company
the terms of which, including coverage and amount, are no less favorable to such Tail
Indemnitees than the insurance coverage otherwise required under this Section 5.1(c)(ii).
Notwithstanding the foregoing proviso, in no event shall Parent or the Surviving
Corporation be required to pay aggregate premiums for insurance under this Section
5.1(c)(ii) in excess of $75,000 of the amount of the aggregate premiums paid under this
Section.


(iii)
    The provisions of this Section 5.1(c) shall survive the Merger and are intended to be
for the benefit of, and shall be enforceable by, each Tail Indemnitee, his or her heirs
and his or her representatives.


5.2
Covenant of the Company and the Signing Stockholders. As promptly as practicable
following the receipt of approval of the Merger by the requisite vote of Stockholders,
the Surviving Corporation and the Stockholders Agent shall give written notice of
this


32
Agreement, the Merger, the approval
of the Merger by the Stockholders and any appraisal rights under Section 262 of the
Delaware Law, all as required by the Delaware Law


5.3
Covenant of Merger Sub and Steven Haimowitz. Immediately following the Effective
Time, the Surviving Corporation and Haimowitz shall enter into an employment agreement in
the form agreed to by Parent and Haimowitz prior to the execution and delivery of this
Agreement.


6.
Additional Agreements.



6.1
Approval of Stockholders; Waiver of Appraisal Rights. By signing this Agreement
below, the Signing Stockholders consent to the Merger, the Certificate of Merger, the
appointment of the Stockholders Agent and the other transactions contemplated
hereby and waive any dissenters rights they may otherwise have pursuant to
applicable law under Section 262 of the Delaware Law.


6.2
Access to Information. No information or knowledge obtained in any investigation in
connection with this Agreement shall affect or be deemed to modify any representation or
warranty contained herein.


6.3
Public Disclosure. Unless otherwise permitted by this Agreement, Parent and the
Company shall consult with each other before issuing any press release or otherwise
making any public statement or making any other public (or non-confidential) disclosure
(whether or not in response to an inquiry) regarding the terms of this Agreement and the
transactions contemplated hereby, and neither shall issue any such press release or make
any such statement or disclosure without the prior approval of the other (which approval
shall not be unreasonably withheld), except as may be required by law or by obligations
pursuant to any listing agreement with the NASDAQ stock market.


6.4
Legal Requirements. Each of Parent, Merger Sub and the Company will, and will cause
their respective subsidiaries to, take all reasonable actions necessary to comply
promptly with all legal requirements which may be imposed on them with respect to the
consummation of the transactions contemplated by this Agreement and will promptly
cooperate with and furnish information to any party hereto necessary in connection with
any such requirements imposed upon such other party in connection with the consummation
of the transactions contemplated by this Agreement and will take all reasonable actions
necessary to obtain (and will cooperate with the other parties hereto in obtaining) any
consent, approval, order or authorization of or any registration, declaration or filing
with, any Governmental Entity or other person, required to be obtained or made in
connection with the taking of any action contemplated by this Agreement.


6.5
Expenses. Whether or not the Merger is consummated, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such expense; provided however, that if the Merger
is consummated, the Common Stockholders shall bear all such costs and expenses of the
Company incurred in connection with this Agreement and the transactions contemplated
hereby pursuant to a deduction from the Merger Consideration prior to distribution
thereof to the Common


33
Stockholders and, with respect to
such costs and expenses of the Company determined after the Effective Time, pursuant to a
Claim by the Surviving Corporation against the Escrow Fund, other than as expressly
provided in Section 1.7(a) in the definition of Stockholder Transaction Expenses.


6.6
Reasonable Commercial Efforts and Further Assurances. Each of the parties to this
Agreement shall use reasonable commercial efforts to effectuate the transactions
contemplated hereby and to fulfill and cause to be taken all actions under Article 2 and
under this Agreement. Each party hereto, at the reasonable request of another party
hereto, shall execute and deliver such other instruments and do and perform such other
acts and things as may be necessary or desirable for effecting completely the
consummation of this Agreement and the transactions contemplated hereby.


7.
Amendment and Waiver.



7.1
Amendment. This Agreement may be amended by the parties hereto, by action taken or
authorized by their respective boards of directors. This Agreement may not be amended
except by an instrument in writing signed on behalf of Parent and the Stockholders Agent.


7.2
Extension; Waiver. At any time prior to the Effective Time, the parties hereto may,
to the extent legally allowed, (i) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered pursuant
hereto and (iii) waive compliance with any of the agreements or conditions contained
herein. Any agreement on the part of a party hereto to any such extension or waiver shall
be valid only if set forth in a written instrument signed on behalf of Parent and the
Stockholders Agent.


8.
Indemnification.



8.1
Indemnification.


(a)
Survival of Representations and Warranties. All representations and warranties
made by the Company, the Signing Stockholders, Parent or Merger Sub herein, or in any
agreement, certificate, Schedule or Exhibit delivered pursuant hereto or in connection
herewith, shall survive the Effective Time and continue in full force and effect until
twenty-four (24) months after the date hereof (such date is sometimes referred to herein
as the Termination Date); provided however, that (i) the
representations and warranties contained in Section 3.6 (Taxes) and the covenants
contained in Section 8.1(d) shall survive until thirty (30) days after the expiration of
all applicable statute of limitations periods, including any waivers or extensions, (ii)
the representations and warranties contained in Sections 3.2 (Authority) and 3.12
(Capital Structure) shall survive indefinitely, (iii) the representations and warranties
contained in Article 3A (Representations and Warranties of Signing Stockholders) shall
survive indefinitely and (iv) any representation and warranty which is inaccurate as a
result of fraud of, or an intentional misrepresentation made by, the party making such
representation and warranty shall survive until thirty (30) days after the expiration of
all applicable statute of limitations periods, including any waivers or extensions. The
subject matter of the representations, warranties and covenants


34
specified in clauses (i), (ii) and
(iv) of the preceding sentence of this Section 8.1(a), together with the matters
described in Section 8.1(c)(iii), (iv), (v) and (vii), are referred to as Special
Matters). If a Notice of Claim has been given prior to the expiration of
the applicable representations and warranties by a party in whose favor such
representations and warranties have been made to the party that made such representations
and warranties, then the relevant representations and warranties shall survive as to such
claim, until the claim has been finally resolved. Neither the period of survival nor the
liability of any party with respect to the partiesrepresentations and warranties
shall be reduced by any investigation made at any time by or on behalf of any party or by
facts disclosed subsequent to the date of this Agreement. A Notice of Claimshall
be presented in the form of a certificate signed by any officer of Parent, any other
Parent Indemnitee or a Stockholder Indemnitee, as the case may be, stating that, with
respect to the indemnification obligations set forth in Sections 8.1(b), (c), (d) or (e),
Damages exist and specifying in reasonable detail the individual items of such Damages
included in the amount so stated, the date each such item was paid, or properly accrued
or arose, and the nature of the misrepresentation, breach of warranty or claim to which
such item is related, or that an adjustment pursuant to Section 1.7(h) is to be made. A
Notice of Claim presented by a Stockholder Indemnitee is referred to hereinafter as a Stockholder
Claim Notice.


(b)
Indemnification by each Stockholder Severally. Each Stockholder, severally but not
jointly, will indemnify and hold harmless Parent and the Surviving Corporation and their
respective officers, directors, agents, attorneys, employees, stockholders, successors
and assigns, and each person, if any, who controls or may control Parent or the Surviving
Corporation within the meaning of the Securities Act (hereinafter referred to
individually as a Parent Indemnitee and collectively as Parent
Indemnitees), from and against any and all losses, costs, damages,
diminution of value, liabilities and expenses, including investigation, reasonable legal
and accounting expenses (collectively, Damages), arising out of
any breach of any of the representations and warranties of such Stockholder set forth in
Section 3A of this Agreement or, in the case of any Stockholder who is not a Signing
Stockholder, any representations and warranties of such Stockholder relating to the
matters set forth in Section 3A of this Agreement but appearing in a certificate or other
document or instrument (including any letter of transmittal) delivered by such
Stockholder in connection with this Agreement.


(c)
Indemnification by the Common Stockholders. The Common Stockholders, jointly and
severally for any amounts paid by the Common Stockholders under this Article 8 up to the
applicable Indemnification Cap (as defined in Section 8.2(c)), and severally thereafter,
will indemnify and hold harmless on an after-tax basis each Parent Indemnitee from and
against any and all Damages arising out of:


(i)
      any breach of any of the representations and warranties of the Company set forth
 in this Agreement, the Company Disclosure Schedule or any other Exhibit or Schedule
to this Agreement or certificate or instrument delivered in connection with this
Agreement;(ii)
     any breach or violation of any covenant (except for those covenants set forth in
 Section 8.1(b) for which Parent shall proceed against each Stockholder severally
(and not jointly) and only with respect to such Stockholders breach or violation)
made in this Agreement by the Stockholders (it being understood, for35
the
avoidance of doubt, that with respect to the covenants of the Common Stockholders with
respect to indemnification under this Article 8 in excess of the then applicable
Indemnification Cap, Parent shall proceed against each Stockholder severally (and not
jointly) and only with respect to such Stockholders breach or violation) or, if
such breach or violation occurred prior to the Effective Time, of the Company;(iii)
    subject to the delivery of an option agreement (providing for the issuance of  duly
authorized Parent Common Stock upon exercise of a Stock Option) to the applicable holder
of Stock Options, any claim asserted by a holder of Stock Options or Warrants outstanding
at the Effective Time, where such claim relates specifically to the notice (or lack
thereof) given to such holder by the Company in connection with the Merger, of the
substitution in connection with the Merger of Parent Common Stock for Common Stock
otherwise issuable thereunder and/or whether the holder has a right to acquire stock or
an equity interest in the Company from and after the Effective Time;(iv)
     the Adjustment Amount under Section 1.7(h);(v)
      any claims against Parent or the Surviving Corporation with respect to appraisal
           rights under Section 262 of the Delaware Law and any expenses, including legal
fees, related thereto;(vi)
     any debts, liabilities or obligations of any nature whatsoever, whether accrued
 or fixed, absolute or contingent, mature or unmatured or determined or
indeterminable, of the Company, any Subsidiary or any current or former director,
officer, stockholder, employee, independent contractor or agent of the Company or any
Subsidiary to the extent arising at or before the Effective Time (including those
relating to or arising out of the ownership, use or operation of the Company, any
Subsidiary or any predecessor thereto at or before the Effective Time) or relating to
actions, omissions to act, events or circumstances occurring at or before the Effective
Time (including any pending litigation, any failure to qualify to do business in any
jurisdiction and any services provided by the Company at or before the Effective Time),
other than (in each of the foregoing instances in this Section 8.1(c)(vi)) those debts,
liabilities or obligations reflected on the face of the Closing Balance Sheet or
described in the footnotes thereto or, for the avoidance of doubt, those arising from
breaches by the Surviving Corporation of contracts entered into by the Company before the
Effective Time; or(vii)
    any brokerage or finders fees or agents commissions or investment bankers fees
 or similar charges, as well as any claim asserted seeking the same, relating to
this Agreement or any transaction contemplated hereby.(d)
Tax Indemnification. The Common Stockholders, jointly and severally for any
amounts paid by the Common Stockholders under this Article 8 up to the applicable
Indemnification Cap, and severally but not jointly with respect to amounts owed under
this Article 8 in excess of the applicable Indemnification Cap, will indemnify and hold
harmless on an after-tax basis each Indemnitee from and against any and all liability for
Taxes (and all


36
Damages arising from such liability)
(i) attributable to any period prior to and including the Effective Time, to the extent
such Taxes are not shown as an accrued liability taken into account in the Working
Capital as finally determined under Section 1.7(h), if any, (ii) with respect to income
reportable for a period ending after the date hereof but attributable to a transaction
occurring in, or a change in accounting method made for, a period on or before the date
hereof, to the extent such Taxes are not shown as an accrued liability taken into account
in the Working Capital as finally determined under Section 1.7(h), if any, or (iii) as a
result of any breach of a representation or warranty under Section 3.6(e),(f),(g) or (i).
To the extent that the Company is not permitted by applicable law to treat or elect to
treat the date hereof as the last day of its taxable period, then the Taxes attributable
to the operations of the Company for the portion of the period up to and including the
date hereof shall be (i) in the case of real or personal property taxes or a flat minimum
dollar amount tax, the total amount of such Taxes multiplied by a fraction, the numerator
of which is the number of days in the partial period up to and including the date hereof
and the denominator of which is the total number of days in the taxable period, (ii) in
the case of all Taxes based on or in respect of income, the Tax computed on the basis of
the taxable income or loss of the Company for such partial period as determined from its
books and records, and (iii) in the case of all other Taxes, on the basis of the actual
activities of the Company for such partial period as determined from its books and
records, provided thatexemptions, allowances or deductions which are calculated
on an annual basis (including depreciation and amortization deductions) shall be
allocated between the period ending on the date hereof and the period after the date
hereof in proportion to the number of days in each such period. For avoidance of doubt,
this Section 8.1(d) sets forth the indemnification obligations of the Common Stockholders
in respect of Taxes, and Section 8.1(c) shall not apply to Taxes.


(e)
Indemnification by Parent and the Surviving Corporation. Parent and the Surviving
Corporation will indemnify and hold harmless the Stockholders and their respective
officers, directors, agents, attorneys, employees, stockholders, successors, heirs,
legatees and assigns, and each person, if any, who controls or may control any
Stockholder within the meaning of the Securities Act (hereinafter referred to
individually as a Stockholder Indemnitee and collectively as Stockholder
Indemnitees) from and against any and all Damages arising out of:


(i)
      any breach of any of the representations, warranties, covenants and agreements
 given or made by Parent or Merger Sub in this Agreement, or any Exhibit or Schedule
to this Agreement or certificate or other document or instrument delivered in connection
with this Agreement; or(ii)
     any liabilities of the Surviving Corporation after the Effective Time with
           respect to the ownership, use or operation of the Surviving Corporation after
the Effective Time.(f)
Definition of Severally. As used in Sections 8.1(a) through 8.1(d) and also Section
8.7(e), the word severally shall mean that each Common
Stockholder is responsible for not more than his Pro Rata Share of any amounts that are
the subject of indemnities herein.

8.2
General Indemnification Provisions.

37
(a)
For the purposes of this Section 8.2, the term Indemnitee  shall refer
to the person or persons indemnified, or entitled, or claiming to be entitled, to be
indemnified, pursuant to the provisions of Section 8.1(b),(c), (d) or (e), as the case
may be; the term Indemnitor shall refer to the person or
persons having the obligation to indemnify pursuant to such provisions; and Damages shall
refer to Damages (including liability for Taxes) referred to in Section 8.1(b), (c), (d)
or (e), as the case may be.


(b)
      Within a reasonable time following such determination, an Indemnitee shall give the
Indemnitor notice of any matter which an Indemnitee has determined has given or could
give rise to a right of indemnification under this Agreement, stating the amount of the
Damages, if known, and method of computation thereof, all with reasonable particularity
and containing a reference to the provisions of this Agreement in respect of which such
right of indemnification is claimed or arises; provided however that Tax matters shall be
governed by Section 8.9. The obligations and liabilities of an Indemnitor under this
Article 8 with respect to Damages arising from claims of any third party that are subject
to the indemnification provided for in this Article 8 (Third Party Claims)
shall be governed by and contingent upon the following additional terms and conditions:
if an Indemnitee shall receive notice of any Third Party Claim, the Indemnitee shall give
the Indemnitor notice of such Third Party Claim within thirty (30) calendar days and
shall permit the Indemnitor, at its option, to participate in the defense of such Third
Party Claim by counsel of its own choice and at its expense. If the Indemnitor
acknowledges in writing its obligation to indemnify the Indemnitee hereunder against any
Damages that may result from such Third Party Claims (subject to the limitations set
forth herein), then the Indemnitor shall be entitled, at its option, to assume and
control the defense of such Third Party Claim at its expense and through counsel of its
reasonable choice if it gives notice to the Indemnitee within thirty (30) calendar days
of the receipt of notice of such Third Party Claim from the Indemnitee of its intention
to do so. In the event the Indemnitor exercises its right to undertake the defense
against any such Third Party Claim as provided above, the Indemnitee shall cooperate with
the Indemnitor in such defense and make available to the Indemnitor, at the Indemnitors
expense, all witnesses, pertinent records, materials and information in its possession or
under its control relating thereto as is reasonably required by the Indemnitor.
Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense
against any such Third Party Claim, the Indemnitor shall cooperate with the Indemnitee in
such defense and make available to it all such witnesses, records, materials and
information in its possession or under its control relating thereto as is reasonably
required by the Indemnitee. No such Third Party Claim, except the settlement thereof
which involves the payment of money only (by a party or parties other than the
Indemnitee) and for which the Indemnitee is released by the third party claimant and is
totally indemnified by the Indemnitor, may be settled by the Indemnitor without the
written consent of the Indemnitee. Similarly, no Third Party Claim which is being
defended in good faith by the Indemnitor shall be settled by the Indemnitee without the
written consent of the Indemnitor.


(c)
Limitations.


(i)
      Notwithstanding anything to the contrary in this Agreement, (A) Parent Indemnitees aggregate
recovery for any and all obligations arising under Section 8.1(b), (c) and (d) and (B)
the Stockholder Indemnitees aggregate recovery for any and all obligations arising
under Section 8.1(e) shall be limited as set forth in this Section 8.2(c).


38
With respect to (A) any and all
matters arising under Sections 8.1(c)(i), (ii) and (vi), and 8.1(e), as applicable, for
which a Notice of Claim or Stockholder Claim Notice, as applicable, has been given prior
to Parents receipt from its certified public accountants of their signed audit
opinion with respect to Parents fiscal 2005 audit (the 2006 Audit Date),
the aggregate recovery permitted to Parent Indemnitees and Stockholder Indemnitees, as
applicable, shall be $2,580,000 and (B) any and all additional such matters arising under
Sections 8.1(c)(i), (ii) and (vi), and 8.1(e), as applicable, that are the subject of a
Notice of Claim or Stockholder Claim Notice, as applicable, given on or after the 2006
Audit Date and on or before the Termination Date, the aggregate recovery permitted
(including in such aggregate calculation all recoveries related to Notices of Claim or
Stockholder Claim Notices, as applicable, given prior to the 2006 Audit Date) to Parent
Indemnitees and Stockholder Indemnitees, as applicable, shall be $1,720,000. The
foregoing $2,580,000 and $1,720,000 amounts are each referred to as the Indemnification
Cap. With respect to Parent Indemnitees recovery for Damages relating to
the Special Matters, the foregoing limitations on recovery in this Section 8.2(c)(i)
shall not apply; provided, however that with respect to each Common Stockholder,
Parent Indemniteesrecourse shall first be to the Escrow Fund until it shall have
been fully disbursed in accordance with the terms of the Escrow Agreement, and
thereafter, to the Common Stockholders severally and subject always to a limit equal to
such Common Stockholders Pro Rata Share of such Damages in excess of the
then-applicable Indemnification Cap. With respect to Parent Indemniteess recovery
for Damages relating to the representations and warranties in Article 3A, the foregoing
limitations on recovery set forth in this Section 8.2(c)(i) shall not apply, exceptthatParent
Indemnitees recourse shall be solely to the Stockholder in breach of any such
representation or warranty. Notwithstanding the foregoing or any other provision of this
Agreement, in no event shall any (A) holder of Preferred Stock be liable under this
Agreement for any Damages in excess of the aggregate amount paid to such Stockholder in
respect of its shares of Preferred Stock as set forth in the Payment Spreadsheet or (B)
Common Stockholder be liable under this Agreement for any Damages (x) with respect to
claims that do not involve fraud or an intentional misrepresentation, in excess of the
aggregate amount paid to such Stockholder as set forth in the Payment Spreadsheet and (y)
with respect to claims involving fraud or an intentional misrepresentation, in excess of
such Stockholders Pro Rata Share of $17,200,000.


(ii)
     No Parent Indemnitee shall be entitled to seek indemnification hereunder for Damages
pursuant to Section 8.1(c)(i),(ii) or (vi) until the aggregate of all Damages under this
Agreement payable pursuant to Section 8.1(c)(i),(ii) or (vi) to such Parent Indemnitees
(in the aggregate) exceeds $170,000. No Stockholder Indemnitee shall be entitled to seek
indemnification hereunder for Damages pursuant to Section 8.1(e) until the aggregate of
all Damages under this Agreement payable to all Stockholder Indemnitees exceeds $170,000.
At such time as such Damages exceed $170,000, the applicable Indemnitee shall have the
right to seek indemnification from the first dollar; provided, however, that this
limitation shall not apply to (A) Damages involving fraud or an intentional
misrepresentation, (B) the payment of any Adjustment Amount under Section 1.7(h), (C) the
payment of any amount under Section 8.1(c)(iii), (iv), (v) or (vii), or (D) Damages
relating to Taxes, including as set forth in Section 8.1(d), in each case for which
Indemnitees shall be entitled to seek indemnification hereunder for Damages from the
first dollar.


(iii)
    So long as the Escrow Fund has not been fully disbursed in accordance with the Escrow
Agreement, in the event that an Indemnitee receives insurance


39
proceeds in respect of Damages or
alleged Damages, the calculation of Damages shall be limited to the amount of such
Damages net of the difference between any insurance proceeds received by the Indemnitee
in respect thereof minus the amount of premiums paid for such insurance by the
Indemnitee.


(iv)
     In no event shall the Stockholders be obligated to indemnify Parent Indemnitees for
any current liabilities reflected on the face of the Closing Balance Sheet as finally
determined under Section 1.7(h) to the extent such liability is (A) specifically
identified by dollar amount and item on the face of the Closing Balance Sheet as finally
determined under Section 1.7(h) or described in the footnotes thereto and (B) for a
dollar amount not in excess of the amount included in the calculation of the Adjustment
Amount.


(v)
      Notwithstanding any other provision of this Agreement, the Company Disclosure
Schedule or any other Exhibit or Schedule to this Agreement or certificate or instrument
delivered in connection with this Agreement, the indemnities set forth in this Article 8
shall be the exclusive remedies of the Indemnitees for Damages due to any
misrepresentation or breach of any representation or warranty or covenant or agreement
contained in this Agreement, the Company Disclosure Schedule or any other Exhibit (other
than Exhibits E-1 and E-2) or Schedule to this Agreement or certificate or instrument
delivered in connection with this Agreement (other than the agreement referenced in
Section 5.3), except as to Damages attributable to fraud or an intentional
misrepresentation, in which case the aggrieved party shall have recourse to all remedies
at law or in equity, including (in the case of Parent Indemnitees during the term of the
Escrow Agreement) against the Escrow Fund. Nothing contained in this Section 8.2(c)(v)
shall prohibit a party from proceeding under Section 8.6 or commencing an Action to
enforce this Article 8.


(vi)
     Parent, the Surviving Corporation, the Company and the Stockholders and their
respective affiliates (including all Parent Indemnitees) shall act in good faith and in a
commercially reasonable manner to mitigate any Damages they may suffer.


(vii)
    In the event that Parent seeks indemnification from Nolan pursuant to Section 8.1(c)
in respect of any Damages for which Nolan is jointly and severally liable under this
Agreement, and the Escrow Fund theretofore has been exhausted or would be exhausted due
to satisfaction of such indemnification claim, then without limiting its other rights and
obligations under this Agreement, Parent shall concurrently seek indemnification from
Haimowitz.


(d)
Choice of Payments. As more particularly described in Section 8.3 and the Escrow
Agreement, during the Escrow Period Parent shall be entitled to satisfy indemnification
obligations of the Rollover Stockholders by payment, at Parents election, in either
cash or shares of Parent Common Stock issued hereunder, valued at $5.98 per share.


8.3
Escrow Fund.


(a)
      Subject to the limitations set forth in Section 8.2(c), in addition to any other
available remedies, Parent, the Surviving Corporation and the Parent Indemnitees shall be
entitled to recover from the Escrow Fund the amount of any indemnification by Common


40
Stockholders to which they are
entitled under this Agreement; provided, however, that the Escrow Fund shall not
be the exclusive source of indemnification under this Agreement. Where indemnification
under this Agreement by the Common Stockholders is joint and several, recovery from the
Escrow Fund shall be made in respect of Damages against the Escrow Fund based upon each
Common Stockholders Pro Rata Share of the Escrow Fund. The Escrow Fund shall be the
first source of recovery for Damages of Parent Indemnitees that are indemnified by Common
Stockholders under this Agreement, unless (i) the Escrow Fund has been or would be
exhausted, (ii) in Parents reasonable discretion, it would be deemed to limit or
prejudice Parents rights (other than the right to seek satisfaction of Damages
other than from the Escrow Fund), or (iii) indemnification under this Agreement by the
Common Stockholders is several.


(b)
      Subject to the terms and conditions of the Escrow Agreement, all cash in the Escrow
Fund shall be released to the Common Stockholders (the Step-Down)
18 months following the date hereof (the Step-Down Date).


8.4
Escrow Period; Release From Escrow.


(a)
The escrow shall terminate on the Termination Date (the Escrow Period);
provided, however, that a portion of the Escrow Fund, which, in the reasonable judgment
of Parent is necessary to satisfy any unsatisfied claims specified in any Notice of Claim
theretofore delivered to the Escrow Agent prior to termination of the Escrow Period,
shall remain in the Escrow Fund until such claims have been resolved.


(b)
      Subject to the terms and conditions of the Escrow Agreement, within ten (10)
business days after the Termination Date (the Release Date),
the Escrow Agent shall release from escrow to the Rollover Stockholders the Parent Common
Stock.


8.5
Common Stockholders Right of Contribution. Each Common Stockholder will have
the right to seek contribution against each other Common Stockholder up to the latters
Pro Rata Share of amounts actually paid pursuant to this Article 8 (other than amounts
paid pursuant to a several obligation of such Stockholder including, but not limited to,
Section 8.1(b)), but such right of contribution shall in no way limit or effect any
Indemnitees rights set forth in this Article 8.


8.6
Resolution of Conflicts and Arbitration.


(a)
      If there are Contested Amounts (as defined in the Escrow Agreement) with respect to
matters other than determination of any Adjustment Amount (which shall be governed by
Section 1.7(h) or Tax matters (which shall be governed by Section 8.9), and no agreement
with respect thereto is reached pursuant to the process set forth in the Escrow
Agreement, either Parent or the Stockholders Agent may, by written notice to the
other, demand arbitration of the matter unless the amount of the Damage is at issue in
pending litigation with a third party, in which event arbitration shall not be commenced
until such amount is ascertained or both parties agree to arbitration; and in either such
event the matter shall be settled by arbitration conducted by one arbitrator. Parent and
the Stockholders Agent shall agree on the arbitrator, provided that if Parent and
the Stockholders Agent cannot agree on such arbitrator, either Parent or the
Stockholders Agent can request that Judicial Arbitration and Mediation


41
Services (JAMS)
select the arbitrator. The arbitrator shall set a limited time period and establish
procedures designed to reduce the cost and time for discovery while allowing the parties
an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant
information from the opposing parties about the subject matter of the dispute. The
arbitrator shall rule upon motions to compel or limit discovery and shall have the
authority to impose sanctions, including attorneys fees and costs, to the same
extent as a court of competent law or equity, should the arbitrator determine that
discovery was sought without substantial justification or that discovery was refused or
objected to without substantial justification. The decision of the arbitrator shall be
written, shall be in accordance with applicable law and with this Agreement, and shall be
supported by written findings of fact and conclusions of law which shall set forth the
basis for the decision of the arbitrator. The decision of the arbitrator as to the
validity and amount of any claim shall be binding and conclusive upon the parties to this
Agreement.


(b)
      Judgment upon any award rendered by the arbitrator may be entered in any court
having jurisdiction. Any such arbitration shall be held in New York, New York under the
commercial rules then in effect of the American Arbitration Association.


8.7
The Stockholders Agent.


(a)
      The approval by the Stockholders of the principal terms of this Agreement and the
Merger shall automatically and without any further action on the part of any Common
Stockholder constitute the irrevocable appointment of Steven Haimowitz (Stockholders Agent)
as the agent, proxy and attorney-in-fact for each of the Common Stockholders with respect
to matters arising after the effectiveness of the Merger and the other matters expressly
set forth Section 8.7(b), in this Agreement and in the Escrow Agreement to be performed
by the Stockholders Agent.


(b)
      Without limiting Section 8.7(a), the Stockholders Agent is hereby irrevocably
appointed the agent, proxy and attorney-in-fact for each of the Common Stockholders for
all purposes of this Agreement, including without limitation, full power and authority on
such Common Stockholders behalf (i) to give and receive notices and communications, (ii)
to authorize payment to any Indemnitee from the Escrow Fund in satisfaction of claims by
any Indemnitee, to object to such payments, to bring any claim for indemnification on
behalf of any Stockholder Indemnitee, to agree to, negotiate, enter into settlements and
compromises of, and demand arbitration and comply with orders of courts and awards of
arbitrators with respect to such claims, to assert, negotiate, enter into settlements and
compromises of, and demand arbitration and comply with orders of courts and awards of
arbitrators with respect to, any other claim by any Parent Indemnitee against any Common
Stockholder or by any such Common Stockholder against any Parent Indemnitee or any
dispute between any Parent Indemnitee and any such Common Stockholder, in the case of
(b)(i) and (b)(ii) relating to this Agreement or the transactions contemplated hereby,
(iii) to execute and deliver on behalf of such Common Stockholder any amendment hereto;
provided that such amendment does not increase the Common Stockholders liabilities
in any material respect, (iv) to execute and deliver the Escrow Agreement and to take
such further actions with respect thereto as the Stockholders Agent shall deem
appropriate and (v) to take all other actions that are either (A) necessary or
appropriate in the judgment of the Stockholders Agent for the accomplishment of the
foregoing or (B) specifically mandated by the terms of this Agreement.


42
Such agency may be changed by the
Common Stockholders from time to time upon not less than thirty (30) days prior
written notice to Parent; provided, however, that the Stockholders Agent
may not be removed unless holders of a majority in interest of the Escrow Fund agree to
such removal and to the identity of the substituted agent.


(c)
      A vacancy in the position of Stockholders Agent may be filled by the holders
of a majority in interest of the Escrow Fund. No bond shall be required of the
Stockholders Agent, and the Stockholders Agent shall not receive any
compensation for his services. Notices or communications to or from the Stockholders Agent
shall constitute notice to or from each of the Common Stockholders.


(d)
      The Stockholders Agent shall have the right to recover from the Escrow Fund,
prior to any distribution to the Common Stockholders (but after any disbursement from the
Escrow Fund to the Escrow Agent pursuant to terms and conditions of the Escrow
Agreement), the Stockholders Agents reasonable out-of-pocket expenses
(including attorneys and accountants fees and expenses) incurred in serving
in that capacity (the Charges). In the event the Escrow Fund is
insufficient to satisfy the Charges, then each Common Stockholder will be obligated to
pay a percentage of the Charges in excess of the Escrow Fund proportionate to such Common
StockholdersPro Rata Share.


(e)
      The Stockholders Agent shall not be liable for any act done or omitted
hereunder as the StockholdersAgent while acting in good faith and in the exercise
of reasonable judgment and any act done or omitted pursuant to the advice of counsel
shall be conclusive evidence of such good faith. The Common Stockholders shall severally
indemnify the Stockholders Agent and hold him harmless against any loss, liability
or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent
and arising out of or in connection with the acceptance or administration of his duties
hereunder.


(f)
      The Stockholders Agent shall have reasonable access to information about the
Company (and, after the Effective Time, the Surviving Corporation) and the reasonable
assistance of the Companys (and, after the Effective Time, the Surviving Corporations)
officers and employees for purposes of performing his duties and exercising his rights
hereunder, provided that the Stockholders Agent shall treat confidentially and not
disclose any nonpublic information from or about the Company to anyone (except on a need
to know basis to individuals who agree to treat such information confidentially).


(g)
      Steven Haimowitz acknowledges that he may have a conflict of interest with respect
to his duties as the Stockholders Agent, and in such regard Steven Haimowitz agrees
that he will act in the best interests of all of the Common Stockholders.


8.8
Actions of the Stockholders Agent. A decision, act, consent or instruction
of the Stockholders Agent shall constitute a decision of all the Common
Stockholders and shall be final, binding and conclusive upon each such Common
Stockholder, and the Escrow Agent and Parent may rely upon any decision, act, consent or
instruction of the Stockholders Agent as being the decision, act, consent or
instruction of each and every Stockholder. The Escrow Agent and Parent are hereby
relieved from any liability to any person


43
for any acts done by them in
accordance with such decision, act, consent or instruction of the Stockholders Agent.


8.9
Tax Matters. (a) Following the Effective Time, with respect to any taxable period
of the Company that ends on or before the date hereof or begins before and ends after the
date hereof, Parent shall cause to be timely filed all Tax returns required to be filed
by the Surviving Corporation after the Effective Time and, subject to the right to
payment from the Common Stockholders under Section 8.1(d), pay or cause to be paid all
Taxes shown due thereon. To the extent any Taxes shown due on any Tax return described in
this Section 8.9(a) are indemnifiable by the Common Stockholders, Parent shall cause the
Surviving Corporation to provide the Stockholders Agent with copies of such
completed Tax returns or other statements or schedules that set forth in sufficient
detail the amount of tax due and the basis thereof at least twenty (20) days prior to the
due date for filing thereof, along with supporting workpapers, for the Stockholders Agents
review and approval. The Stockholders Agent and Parent shall attempt in good faith
to resolve any disagreements regarding such Tax returns prior to the due date for filing.
In the event that the Stockholders Agent and Parent are unable to resolve any
dispute with respect to such Tax returns at least ten (10) days prior to the due date for
filing, such dispute shall be resolved pursuant to Section 8.9(c) which resolution shall
be binding on the parties. The Common Stockholders shall each bear their respective Pro
Rata Share of the costs of preparing any Tax return relating to any taxable period of the
Company that ends on or before the date hereof.


(b)
      (i)  If notice of any audit with respect to Taxes of the Company shall be received
by the Surviving Corporation or Parent for which the Common Stockholders may reasonably
be expected to be liable pursuant to Section 8.1(d) (a Tax Claim),
the notified party shall notify the Stockholders Agent in writing of such Tax
Claim. The Stockholders Agent shall have the right, at its own expense, to
represent the interests of the Company in any Tax Claim, and Parent shall be kept
informed of the handling of the Tax Claim, and there shall be no settlement with respect
thereto without the consent of Parent, which consent will not be unreasonably withhold or
delayed, provided, however, that with respect to a Tax Claim relating exclusively
to a period beginning before the date hereof and ending after the date hereof or a Tax
Claim which may reasonably be expected to affect the Taxes of the Company or Parent for
which the Common Stockholders would not be liable pursuant to Section 8.1(d), (A) the
Stockholders Agent and Parent shall jointly control the defense and settlement of
any such Tax Claim at each partys own expense, and (B) there shall be no settlement
with respect thereto without the consent of the other party, which consent will not be
unreasonably withheld or delayed.


(ii)
     Notwithstanding anything in Section 8.9(b)(i) to the contrary, (A) if Parent  notifies
the Stockholders Agent of Parents request to control the defense and
settlement of any Tax Claim, or (B) if Parent fails to timely notify the Stockholders Agent
of a Tax Claim and such failure materially impairs the Stockholders Agents
ability to contest such Tax Claim, then in either case, the Common Stockholders shall be
released from any and all indemnification obligations under Section 8.1(d) in regard to
such Tax Claim.44
(c)
      Any dispute as to any matter covered by this Section 8.9 shall be resolved by the
Accountants. The fees and expenses of the Accountants incurred as a result of any dispute
described in the preceding sentence shall be borne equally by the Common Stockholders, on
the one hand, and Parent on the other.


9.
General Provisions.



9.1
Notices. All notices and other communications hereunder shall be in writing and
shall be deemed duly delivered if delivered personally (upon receipt), or three (3)
business days after being mailed by registered or certified mail, postage prepaid (return
receipt requested), or one (1) business day after it is sent by reputable nationwide
overnight courier service, or upon transmission, if sent via facsimile (with confirmation
of receipt) to the parties at the following address (or at such other address for a party
as shall be specified by like notice):


(a)
      if to Parent or Merger Sub, to:iVillage
      Inc. 
      500 Seventh Avenue 
      New York, New York 10018 
      Attention: Chief Financial Officer 
      Telephone: (212) 600-6000 
      Telecopier: (212) 600-6555 
      with a copy (not constituting notice) to:
      Orrick, Herrington & Sutcliffe LLP 
      The Orrick Building 
      405 Howard Street 
      San Francisco, California 94105 
      Attention: Richard V. Smith, Esq. 
      Telephone: (415) 773-5830 
      Telecopier: (415) 773-5759(b)
      if to the Company, to:Healthology,
      Inc. 
      1333 Broadway, Suite 500 
      New York, NY 10018 
      Attention: Steven Haimowitz, President and
           Chief Executive Officer 
      Telephone: (212) 431-5700 
      Telecopier: (212) 274-8220 
      with a copy to: 
      Weil, Gotshal & Manges LLP 
      767 Fifth Avenue 
      New York, NY 1015345
Attention: Michael King, Esq. 
      Telephone: (212) 310-8282 
      Telecopier: (212) 310-8007(c)
      if to the Stockholders Agent, to:Steven
      Haimowitz 
      430 West 24th Street, Apt 2F
      New York, NY 10011 
      Telephone:(917) 885-0996(d) if to the Signing Stockholders, to the
addresses set forth on the Payment Spreadsheet.9.2
Definitions. In this Agreement any reference to any event, change, condition or
effect being material with respect to any entity or group of entities means
any material event, change, condition or effect related to the financial condition,
properties, assets (including intangible assets), liabilities, business, operations or
results of operations of such entity or group of entities. In this Agreement any
reference to a Material Adverse Effect with respect to any
entity or group of entities means any event, change or effect that is materially adverse
to the financial condition, properties, assets, liabilities, business, operations or
results of operations of such entity and its subsidiaries, taken as a whole. In this
Agreement any reference to a business day means any day other
than a Saturday, Sunday or other day on which banks are authorized to be closed in New
York, New York. When a reference is made in this Agreement to Sections, subsections,
Schedules or Exhibits, such reference shall be to a Section, subsection, Schedule or
Exhibit to this Agreement unless otherwise indicated. In this Agreement, the words include, includes and
including when used herein shall be deemed in each case to be followed by the
words without limitation. In this Agreement, the words herein and
hereby and similar references mean, except where a specific Section or
Article reference is expressly indicated, the entire Agreement rather than any specific
Section or Article. All capitalized terms defined herein are equally applicable to both
the singular and plural forms of such terms.


9.3
Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when one
or more counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart.


9.4
Entire Agreement; No Third Party Beneficiaries. This Agreement, the Escrow
Agreement and the documents and instruments and other agreements specifically referred to
herein or delivered pursuant hereto, including the Exhibits, the Schedules (including the
Company Disclosure Schedule and the Parent Disclosure Schedule) (a) constitute the entire
agreement among the parties with respect to the subject matter hereof and thereof and
supersede all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof and thereof except for the
confidentiality agreement (the Confidentiality Agreement) dated
November 5, 2004 between Parent and the Company, which


46
shall continue in full force and
effect, and shall survive after the Effective Time in accordance with its terms and (b)
are not intended to confer upon any other person any rights or remedies hereunder (except
as expressly set forth in Section 5.1(c) and Article 8).


9.5
Severability. In the event that any provision of this Agreement, or the application
thereof becomes or is declared by a court of competent jurisdiction to be illegal, void
or unenforceable, the remainder of this Agreement will continue in full force and effect
and the application of such provision to other persons or circumstances will be
interpreted so as reasonably to effect the intent of the parties hereto. The parties
further agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.


9.6
Remedies Cumulative. Except as otherwise provided herein, any and all remedies
herein expressly conferred upon a party will be deemed cumulative with and not exclusive
of any other remedy conferred hereby, or by law or equity upon such party, and the
exercise by a party of any one remedy will not preclude the exercise of any other remedy.


9.7
Governing Law; Jurisdiction.


(a)
       This Agreement shall be governed by and construed in accordance with the laws of
New York that might otherwise govern under applicable principles of conflicts of law.


(b)
       Except as otherwise provided in Sections 1.7(h) or 8.9 or in the event of fraud or
an intentional misrepresentation, any dispute, controversy or claim among the parties
hereto arising out of this Agreement or the Escrow Agreement, any related document or
certificate or any transaction contemplated hereby or thereby, including as to their
existence, enforceability, validity, interpretation, performance or breach, may be
resolved by arbitration pursuant to Section 8.6 upon written notice made by one party
hereto to the other, unless such dispute, controversy or claim is then the subject of a
proceeding before a Governmental Entity.


(c)
        Each of the parties hereto irrevocably consents to the exclusive jurisdiction of
(i) the Supreme Court of the State of New York, New York County, and (ii) the United
States District Court for the Southern District of New York, for the purposes of any
Action (as defined below) arising out of this Agreement or the Escrow Agreement, any
related document or certificate or any transaction contemplated hereby or thereby. Unless
an Action is the subject of a then pending arbitration proceeding, each of the parties
hereto agrees to commence any Action relating hereto either in the United States District
Court for the Southern District of New York or if such Action may not be brought in such
court for jurisdictional reasons, in the Supreme Court of the State of New York, New York
County. Each of the parties hereto further agrees that service of any process, summons,
notice or document by U.S. registered mail to such partys respective address set
forth in Section 9.1 shall be effective service of process for any Action in New York
with respect to any matters to which it has submitted to jurisdiction in this Section
9.7. Each of the parties hereto irrevocably and unconditionally waives any objection to
the laying of venue of any Action arising out of this Agreement, or any transaction
contemplated hereby in (x) the Supreme Court of the State of New


47
York, New York County, or (y) the
United States District Court for the Southern District of New York, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such Action brought in any such court has been brought in an inconvenient forum.
For purposes of this Agreement, Action means any claim, action, suit or
arbitration, or any other proceeding, in each instance by or before any Governmental
Entity or any nongovernmental arbitration, mediation or other nonjudicial dispute
resolution body.


9.8
Rules of Construction. The parties hereto agree that they have been represented by
counsel during the negotiation, preparation and execution of this Agreement and,
therefore, waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against
the party drafting such agreement or document. The headings and captions herein are
inserted for convenience of reference only and are not intended to govern, limit or aid
in the construction of any term or provision hereof.


9.9
Provision of Information. During the 24-month period commencing with the Effective
Time, Parent shall, during any period in which it is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, provide to each holder of shares
of Parent Common Stock that constitute restricted securities within the meaning of Rule
144(a)(3) under the Securities Act who is also a Rollover Stockholder, and to each
prospective purchaser (as designated by such holder) of such restricted securities from
such Rollover Stockholder, upon the request of such holder or prospective purchaser, any
information required to be provided by Rule 144A(d)(4) under the Act. This covenant is
intended to be for the benefit of such Rollover Stockholders, and such prospective
purchasers designated by such Rollover Stockholders.


48
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered by each of them or their
respective officers hereunto duly authorized, all as of the date first written above.

iVILLAGE
      INC. 
      By: /s/ Steven A. Elkes
      Steven A. Elkes 
      Chief Financial Officer and Executive Vice President,
      Operations and Business Affairs 
      VIRTUE ACQUISITION CORPORATION 
      By: /s/ Steven A. Elkes 
      Steven A. Elkes 
      Executive Vice President, Secretary and Treasurer 
      STOCKHOLDERS AGENT /s/ Steven Haimowitz 
      Steven Haimowitz
    HEALTHOLOGY,
      INC. 
      By: /s/ Steven Haimowitz 
      Steven Haimowitz 
      President and Chief Executive Officer 
      SIGNING STOCKHOLDERS WHO ARE ROLLOVER 
      STOCKHOLDERS: /s/ Steven Haimowitz
      Steven Haimowitz /s/ Kenneth Nolan
      Kenneth Nolan 
      SIGNING STOCKHOLDERS WHO ARE NOT 
      ROLLOVER STOCKHOLDERS: 
      LE@P TECHNOLOGY, INC. 
      By:Timothy C. Lincoln 
      COMMUNICADE LLC, on behalf 
      of itself and its subsidiaries (including
      E-Services Investments Private Sub LLC) 
      By: /s/ Gerard Nuemann
      Name:  Gerard Nuemann
      Title: Managing Director49
SCHEDULE A


Steven Haimowitz


Kenneth Nolan


LE@P TECHNOLOGY, INC.


COMMUNICADE LLC, on behalfof itself
and its subsidiaries (includingE-Services Investments Private Sub LLC)


50
SCHEDULE B

Term
    Section2006 Audit
      Date
    Section 8.2(c)Accountants
    Section 1.7(h)(ii)Adjusted
      Balance Sheet
    Section 1.7(h)Adjusted
      Working Capital Statement
    Section 1.7(h)Adjustment
      Amount
    Section 1.7(h)Affected
      Employees
    Section 5.1(b)(i)Agreement
    First ParagraphBusiness
      Day
    Section 9.2Certificate
    Section 1.8(a)Certificate
      of Merger
    Section 1.2Charges
    Section 8.7(d)Closing Balance
      Sheet
    Section 1.7(h)Code
    Section 1.7(g)Common Stock
    Recital ACommon Stockholders
    Section 1.8(b)Company
    First ParagraphCompany Balance
      Sheet
    Section 3.13(a)(i)Company Balance
      Sheet Date
    Section 3.13(a)Company Capital
      Stock
    Recital ACompany Content
    Section 3.18(i)Company Disclosure
      Schedule
    Article 3Company Financial
      Statements
    Section 3.13Company Returns
    Section 3.6(a)Company Software
    Section 3.18(h)Confidentiality
      Agreement
    Section 9.4Current Balance
      Sheet
    Section 3.13(a)Current Balance
      Sheet Date
    Section 3.13(a)Damages
    Section 8.1(b)Delaware
      Law
    Section 1.2Effective
      Time
    Section 1.3Environmental
      Laws
    Section 3.5(a)(i)ERISA
    Section 3.7(d)ERISA Affiliates
    Section 3.7(f)Escrow Agent
    Section 1.8(b)Escrow Agreement
    Section 1.8(b)Escrow Amount
    Section 1.8(b)Escrow Fund
    Section 1.8(b)Escrow Period
    Section 8.4(a)Escrow Shares
    Section 1.8(b)Exchange
      Act
    Section 4.3Exchange
      Agent
    Section 1.8(a)Exchange
      Ratio
    Section 1.7(b)GAAP
    Section 3.13(b)Governmental
      Entity
    Section 3.2(b)Hazardous
      Materials
    Section 3.5(a)(ii)Indemnification
      Cap
    Section 8.2(c)(i)Indemnitee
    Section 8.2(a)Indemnitor
    Section 8.2(a)Intellectual
      Property
    Section 3.18(b)IRS
    Section 3.6(c)JAMS
    Section 8.6(a)Le@p
    Recital BLe@p Transaction
    Recital B51
Material
      Adverse Effect
    Section 9.2Merger
    Recital DMerger Consideration
    Section 1.7(a)Merger Sub
    First ParagraphNolan
    Section 1.8(b)Notice of
      Claim
    Section 8.1(a)Outstanding
      Company Capital Stock
    Section 1.7(a)Parent
    First ParagraphParent Common
      Stock
    Recital CParent Financial
      Statements
    Section 4.4Parent Indemnitee
    Section 8.1(b)Parent SEC
      Documents
    Section 4.4Payment Spreadsheet
    Section 2.2(f)Plans
    Section 3.7(c)Pro Rata
      Share
    Section 1.8(b)Release Date
    Section 8.4(b)Rollover
      Stockholder
    Recital CSecurities
      Act
    Section 3.13(c)Series A
      Preferred Stock
    Recital ASeries B
      Preferred Stock
    Recital ASeverally
    Section 8.1(f)Signing Stockholders
    First ParagraphSpecial Matters
    Section 8.1(a)Step-Down
    Section 8.3(b)Step-Down
      Date
    Section 8.3(b)Stock Exchange
    Section 1.1Stockholder
      Claim Notice
    Section 8.1(a)Stockholder
      Indemnitee
    Section 8.1(d)Stockholder
      Transaction Expenses
    Section 1.7(a)Stockholders
    Section 1.7(a)Stockholders
      Agent
    Section 8.7(a)Stock Option
    Section 1.7(b)Stock Option
      Plan
    Section 3.12(b)Subsidiary
    Section 3.1(a)Substituted
      Option
    Section 1.7(b)Surviving
      Corporation
    Section 1.2Tail Indemnitee
    Section 5.1(c)Target Working
      Capital Amount
    Section 1.7(h)Tax/Taxes
    Section 3.6Tax Claim
    Section 8.9(b)(i)Termination
      Date
    Section 8.1(a)Third Party
      Claims
    Section 8.2(b)Third Party
      Intellectual Property Right
    Section 3.18(b)Transferred
      Common Shares
    Recital BTransferred
      Common Shares Consideration
    Recital CWarrant
    Section 1.7(c)Working Capital
    Section 1.7(h)52