xedar8kex101_9282007.htm


     

    
      

      

    

     

    Exhibit
      10.1


     

     
      
        

      

    

     

    AGREEMENT
      AND PLAN OF MERGER

     

    by
      and
      among

     

    Xedar
      Corporation, a Colorado corporation

     

    and

     

    Pixx
      Acquisition Corp., a Delaware corporation

     

    and

     

    Pixxures,
      Inc., a Delaware corporation

     

    September
      26, 2007

     

    
      
        

      

    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

      

    

     

    Table
      of
      Contents       

    
 

    
      	 	 	 	
              Page

               

            
	
              1.

            	
              THE
                MERGER

            	
              1

            
	 	
              1.1

            	
              Merger

            	
              1

            
	 	
              1.2

            	
              Effective
                Time

            	
              1

            
	 	
              1.3

            	
              Certificate
                of Incorporation, Bylaws, Directors and Officers

            	
              2

            
	 	
              1.4

            	
              Assets
                and Liabilities

            	
              2

            
	 	
              1.5

            	
              Manner
                and Basis of Converting Shares

            	
              2

            
	 	
              1.6

            	
              Options;
                Warrants; Other Rights

            	
              4

            
	 	
              1.7

            	
              Parent
                Common Stock

            	
              4

            
	 	
              1.8

            	
              Additional
                Shares

            	
              4

            
	
              2.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY

            	
              5

            
	 	
              2.1

            	
              Organization,
                Standing, Subsidiaries, Etc

            	
              5

            
	 	
              2.2

            	
              Qualification

            	
              5

            
	 	
              2.3

            	
              Capitalization
                of the Company

            	
              5

            
	 	
              2.4

            	
              Company
                Stockholders

            	
              6

            
	 	
              2.5

            	
              Corporate
                Acts and Proceedings

            	
              6

            
	 	
              2.6

            	
              Compliance
                with Laws and Instruments

            	
              6

            
	 	
              2.7

            	
              Binding
                Obligations

            	
              6

            
	 	
              2.8

            	
              Broker’s
                and Finder’s Fees

            	
              7

            
	 	
              2.9

            	
              Financial
                Statements

            	
              7

            
	 	
              2.10

            	
              Absence
                of Undisclosed Liabilities

            	
              7

            
	 	
              2.11

            	
              Changes

            	
              7

            
	 	
              2.12

            	
              Title
                to Property and Encumbrances

            	
              8

            
	 	
              2.13

            	
              Litigation

            	
              8

            
	 	
              2.14

            	
              Patents,
                Trademarks, Etc

            	
              9

            
	 	
              2.15

            	
              Governmental
                Consents

            	
              9

            
	 	
              2.16

            	
              Tax
                Returns and Audits

            	
              9

            
	 	
              2.17

            	
              Employee
                Benefit Plans; ERISA

            	
              9

            


    

     

     

    i

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      Table
        of Contents

      Continued

    

     

     

    
      	 	 	 	Page 
	 	
              2.18

            	
              Questionable
                Payments

            	
              10

            
	 	
              2.19

            	
              Interested
                Party Transactions

            	
              10

            
	 	
              2.20

            	
              Assets
                and Contracts

            	
              10

            
	 	
              2.21

            	
              Disclosure

            	
              11

            
	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF PARENT AND ACQUISITION CORP

            	
              12

            
	 	
              3.1

            	
              Organization
                and Standing

            	
              12

            
	 	
              3.2

            	
              Corporate
                Authority

            	
              12

            
	 	
              3.3

            	
              Broker’s
                and Finder’s Fees

            	
              12

            
	 	
              3.4

            	
              Capitalization
                of Parent

            	
              12

            
	 	
              3.5

            	
              Acquisition
                Corp

            	
              13

            
	 	
              3.6

            	
              Validity
                of Shares

            	
              13

            
	 	
              3.7

            	
              SEC
                Reporting and Compliance

            	
              13

            
	 	
              3.8

            	
              Financial
                Statements

            	
              14

            
	 	
              3.9

            	
              Governmental
                Consents

            	
              14

            
	 	
              3.10

            	
              Compliance
                with Laws and Instruments

            	
              15

            
	 	
              3.11

            	
              No
                General Solicitation

            	
              15

            
	 	
              3.12

            	
              Binding
                Obligations

            	
              15

            
	 	
              3.13

            	
              Absence
                of Undisclosed Liabilities

            	
              15

            
	 	
              3.14

            	
              Changes

            	
              15

            
	 	
              3.15

            	
              Tax
                Returns and Audits

            	
              16

            
	 	
              3.16

            	
              Employee
                Benefit Plans; ERISA

            	
              16

            
	 	
              3.17

            	
              Litigation

            	
              17

            
	 	
              3.18

            	
              Interested
                Party Transactions

            	
              17

            
	 	
              3.19

            	
              Questionable
                Payments

            	
              18

            
	 	
              3.20

            	
              Assets
                and Contracts

            	
              18

            
	 	
              3.21

            	
              Disclosure

            	
              18

            
	
              4.

            	
              LETTER
                OF TRANSMITTAL

            	
              18

            


    

     

     

    ii

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      Table
        of Contents

      Continued



    
      	 	 	Page 
	
              5.

            	
              CONDUCT
                OF BUSINESSES PENDING THE MERGER

            	
              19

            
	 	
              5.1

            	
              Conduct
                of Business by the Company Pending the Merger

            	
              19

            
	 	
              5.2

            	
              Conduct
                of Business by Parent and Acquisition Corp

            	
              20

            
	
              6.

            	
              ADDITIONAL
                AGREEMENTS

            	
              20

            
	 	
              6.1

            	
              Additional
                Agreements

            	
              20

            
	 	
              6.2

            	
              Publicity

            	
              20

            
	 	
              6.3

            	
              Registration
                Rights Agreement

            	
              21

            
	
              7.

            	
              
                CONDITIONS
                  OF PARTIES’ OBLIGATIONS  

              

            	
              21

            
	 	
              7.1

            	
              Parent
                and Acquisition Corp. Obligations

            	
              21

            
	 	
              7.2

            	
              Company
                Obligations

            	
              23

            
	
              8.

            	
              SURVIVAL
                OF REPRESENTATIONS AND WARRANTIES

            	
              25

            
	
              9.

            	
              AMENDMENT
                OF AGREEMENT

            	
              25

            
	
              10.

            	
              
                DEFINITIONS

              

            	
              26

            
	
              11.

            	
              
                CLOSING

              

            	
              30

            
	
              12.

            	
              
                TERMINATION
                  PRIOR TO CLOSING

              

            	
              30

            
	 	
              12.1

            	
              Termination
                of Agreement

            	
              30

            
	 	
              12.2

            	
              Termination
                of Obligations

            	
              31

            
	
              13.

            	
              MISCELLANEOUS

            	
              31

            
	 	
              13.1

            	
              Notices

            	
              31

            
	 	
              13.2

            	
              Entire
                Agreement

            	
              32

            
	 	
              13.3

            	
              Expenses

            	
              32

            
	 	
              13.4

            	
              Time

            	
              32

            
	 	
              13.5

            	
              Severability

            	
              32

            
	 	
              13.6

            	
              Successors
                and Assigns

            	
              32

            
	 	
              13.7

            	
              No
                Third Parties Benefited

            	
              32

            
	 	
              13.8

            	
              Counterparts

            	
              32

            
	 	
              13.9

            	
              Governing
                Law

            	
              32

            


    

    


    iii

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    LIST
      OF EXHIBITS AND SCHEDULES

     

    Exhibits

    Exhibit
      A
      - Certificate of Merger

    Exhibit
      B
      - Certificate of Incorporation of Pixxures, Inc.

    Exhibit
      C
      - Bylaws of Pixxures, Inc.

    Exhibit
      D
      - Directors and Officers of Pixxures, Inc.

    Exhibit
      E
      - Letter of Transmittal

    Exhibit
      F
      - Registration Rights Agreement

    


    Schedules

    Company
      Disclosure Schedule

     

    iv


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    AGREEMENT
      AND PLAN OF MERGER

    


     

    This
      Agreement and Plan of Merger is made and entered into effective as of
      September 26, 2007, by and among Xedar Corporation, a Colorado corporation
      (“Parent”), Pixx Acquisition Corp., a Delaware
      corporation (“Acquisition Corp.”), which is a
      wholly-owned subsidiary of Parent, and Pixxures, Inc., a Delaware corporation
      (the “Company”).  Unless otherwise
      specified, capitalized terms shall have the meanings set forth in Section 10
      hereof.

     

    RECITALS

     

    Whereas,
      the Board of Directors of each of Acquisition Corp., Parent and the Company
      have
      each determined that it is fair to and in the best interests of the shareholders
      of their respective corporations for Acquisition Corp. to be merged with and
      into the Company (the “Merger”), with the Company
      being the Surviving Corporation (as defined below in Section 1.1), upon the
      terms and subject to the conditions set forth herein; and

     

    Whereas,
      the Board of Directors of Acquisition Corp. and the Board of Directors of the
      Company have approved the Merger in accordance with the General Corporation
      Law
      of the State of Delaware (the “DGCL”) and upon the
      terms and subject to the conditions set forth herein, in the Certificate of
      Merger (the “Certificate of Merger”), attached as
Exhibit A hereto, and the Board of Directors
      of Parent has also
      approved the Merger, this Agreement and the Certificate of Merger.

     

    Now,
      Therefore, in consideration of the mutual agreements and covenants
      hereinafter set forth, the parties hereto agree as follows:

     

    
      	
              1.

            	
              The
                Merger.

            


    

     

    1.1           Merger.  Subject
      to the terms and conditions of this Agreement and the Certificate of Merger,
      Acquisition Corp. shall be merged with and into the Company in accordance with
      Section 251 of the DGCL.  At the Effective Time (as hereinafter
      defined), the separate legal existence of Acquisition Corp. shall cease, and
      the
      Company shall be the surviving corporation in the Merger (sometimes hereinafter
      referred to as the “Surviving Corporation”) and shall
      continue its corporate existence under the laws of the State of Delaware under
      the name Pixxures, Inc.

     

    1.2           Effective
      Time.  The Merger shall become effective upon the filing of
      the Certificate of Merger with the Secretary of State of the State of Delaware,
      in accordance with Section 251 of the DGCL.  The time at which the
      Merger shall become effective as aforesaid is referred to hereinafter as the
      “Effective Time.”

     

    1.3           Certificate
      of Incorporation, Bylaws, Directors and Officers.

     

    (a)           The
      Certificate of Incorporation of the Acquisition Corp., as in effect immediately
      prior to the Effective Time, attached as Exhibit B hereto,
      shall be the Certificate of

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Incorporation
      of the Surviving Corporation from and after the Effective Time until further
      amended in accordance with applicable law.

     

    (b)           The
      Bylaws of the Acquisition Corp., as in effect immediately prior to the Effective
      Time, attached as Exhibit C hereto, shall be the Bylaws of the
      Surviving Corporation from and after the Effective Time until amended in
      accordance with applicable law, the Certificate of Incorporation of the
      Surviving Corporation and such Bylaws.

     

    (c)           The
      directors and officers listed in Exhibit D hereto shall be the
      directors and officers of the Surviving Corporation, and each shall hold his
      respective office or offices from and after the Effective Time, until his
      successor shall have been elected and shall have qualified in accordance with
      applicable law, or as otherwise provided in the Certificate of Incorporation
      or
      Bylaws of the Surviving Corporation.

     

    1.4           Assets
      and Liabilities.  At the Effective Time, the Surviving
      Corporation shall possess all the rights, privileges, powers and franchises
      of a
      public as well as of a private nature, and be subject to all the restrictions,
      disabilities and duties of each of Acquisition Corp. and the Company
      (collectively, the “Constituent Corporations”); and
      all the rights, privileges, powers and franchises of each of the Constituent
      Corporations, and all property, real, personal and mixed, and all debts due
      to
      any of the constituent corporations on whatever account, as well for stock
      subscriptions as all other things in action or belonging to each of the
      Constituent Corporations, shall be vested in the Surviving Corporation; and
      all
      property, rights, privileges, powers and franchises, and all and every other
      interest shall be thereafter as effectively the property of the Surviving
      Corporation as they were of the several and respective Constituent Corporations,
      and the title to any real estate vested by deed or otherwise in either of the
      such Constituent Corporations shall not revert or be in any way impaired by
      the
      Merger; but all rights of creditors and all liens upon any property of any
      of
      the Constituent Corporations shall be preserved unimpaired, and all debts,
      liabilities and duties of the Constituent Corporations shall thenceforth attach
      to the Surviving Corporation, and may be enforced against it to the same extent
      as if said debts, liabilities and duties had been incurred or contracted by
      it.

     

    1.5           Manner
      and Basis of Converting Shares.

     

    (a)           At
      the Effective Time:

     

    (i)           each
      share of common stock, no par value per share, of Acquisition Corp. that shall
      be outstanding immediately prior to the Effective Time shall, by virtue of
      the
      Merger and without any action on the part of the holder thereof, be converted
      into one (1) share of common stock, no par value per share, of the Surviving
      Corporation, so that at the Effective Time, Parent shall be the holder of all
      of
      the issued and outstanding shares of the Surviving Corporation;

     

    (ii)           the
      shares of common stock, $.001 par value per share, of the Company (the
“Company Common Stock”) beneficially owned by the
      Stockholders listed in Section 2.4 of the Company Disclosure Schedule, which
      shares at the Closing will constitute all of the issued and outstanding shares
      of common stock of the Company, shall, by virtue of the Merger and without
      any
      action on the part of the holders thereof, be cancelled and
      extinguished;

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (iii)           the
      shares of preferred stock, designated Series A-1, $.001 par value per share,
      of
      the Company (the “Series A-1 Preferred Stock”)
      beneficially owned by the Stockholders listed in Section 2.4 of the Company
      Disclosure Schedule, which shares at the Closing will constitute all of the
      issued and outstanding shares of Series A-1 Preferred Stock of the Company,
      shall, by virtue of the Merger and without any action on the part of the holders
      thereof, be cancelled and extinguished;

     

    (iv)           the
      shares of the Company’s Series B-1 Preferred Stock, $.001  par value
      per share, (the “Series B-1 Preferred Stock”)
      beneficially owned by the Stockholders listed in Section 2.4 of the Company
      Disclosure Schedule, which shares at the Closing will constitute all of the
      issued and outstanding shares of Series B-1 Preferred Stock of the Company,
      shall, by virtue of the Merger and without any action on the part of the holders
      thereof, each be converted into the number of shares of Parent Common Stock
      equal to the Series B-1 Conversion Ratio;

     

    (v)           the
      shares of the Company’s Series C Preferred Stock, $.001 par value per share (the
“Series C Preferred Stock” and, together with the
      Series B-1 Preferred Stock and Series C Preferred Stock, the
“Company Preferred Stock”) beneficially owned by the
      Stockholders listed in Section 2.4 of the Company Disclosure Schedule, which
      shares of Series C Preferred Stock taken together with the Series B-1 Preferred
      Stock at the Closing will constitute all of the issued and outstanding shares
      of
      preferred stock of the Company, shall, by virtue of the Merger and without
      any
      action on the part of the holders thereof, each be converted into the number
      of
      shares of Parent Common Stock equal to the Series C Conversion
      Ratio;

     

    (vi)           each
      share of Company Common Stock held in the treasury of the Company immediately
      prior to the Effective Time shall be cancelled in the Merger and cease to exist
      and each share of Company Preferred Stock held in the treasury of the Company
      immediately prior to the Effective Time shall be cancelled in the Merger and
      cease to exist;

     

    (b)           After
      the Effective Time, there shall be no further registration of transfers on
      the
      stock transfer books of the Surviving Corporation of the shares of Company
      Common Stock or Company Preferred Stock (referred to collectively herein as
      “Company Stock”) that were outstanding immediately
      prior to the Effective Time

     

    (c)           Promptly
      after the Effective Time and upon (i) surrender of a certificate or certificates
      representing shares of Company Stock that were outstanding immediately prior
      to
      the Effective Time or an affidavit and indemnification in form reasonably
      acceptable to counsel for the Parent stating that such Stockholder has lost
      its
      certificate or certificates or that such have been destroyed and (ii) delivery
      of a Letter of Transmittal (as described in Section 4 hereof), Parent shall
      issue to each record holder of the Company Stock surrendering such certificate
      or certificates and Letter of Transmittal, a certificate or certificates
      registered in the name of such Stockholder representing the number of shares
      of
      Parent Common Stock that such Stockholder shall be entitled to receive as set
      forth in Sections 1.5(a)(iv) and 1.5(a)(v) hereof.  Until the
      certificate, certificates or affidavit is or are surrendered together with
      the
      Letter of Transmittal as contemplated by this Section 1.5(c) and Section 4
      hereof, each certificate or affidavit that immediately prior to the Effective
      Time represented any outstanding shares of Company Stock shall be deemed at
      and
      after the Effective Time to represent only the right for the holder
      thereof.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    to
      receive upon surrender as aforesaid the Parent Common Stock into which such
      Company Stock is converted under Sections 1.5(a)(iv) and 1.5(a)(v) hereof or
      to
      perfect any rights of appraisal which such holder may have pursuant to the
      applicable provisions of the DGCL.

     

    1.6           Options;
      Warrants; Other Rights.  Except as set forth in Section 1.6
      of the Company Disclosure Schedule, all options, warrants, and other rights
      of
      any kind to purchase Company Stock outstanding as of the Effective Date will
      be
      exercised or terminated prior to or effective upon the Effective Time, and
      neither Parent nor Acquisition Corp., except as set forth in Section 1.6 of
      the
      Company Disclosure Schedule, shall assume or have any obligation with respect
      to
      such options or rights.

     

    1.7           Parent
      Common Stock.  Parent agrees that it will cause the Parent
      Common Stock into which the Company Stock is converted at the Effective Time
      pursuant to Section 1.5(a)(iv) and 1.5(a)(v) to be available for such
      purpose.

     

    1.8           Additional
      Shares.

     

    (a)           Parent
      intends to file, or has filed a registration statement with the Commission
      pertaining to certain shares of Parent Common Stock other than the shares of
      Parent Common Stock to be issued in connection with or as a result of the Merger
      (the “Initial Registration Statement”) and will use
      best efforts to cause the Commission to declare the Initial Registration
      Statement effective as soon as practicable.  For the purposes of this
      Agreement, “Trigger Date” shall be the first date upon
      which (i) the Initial Registration statement is declared effective by the
      Commission and no stop order or other restriction on trading the shares has
      been
      imposed by the Commission; (ii) sufficient contractual lockup agreements of
      the
      officers, directors and any significant stockholders (including those associated
      with the Initial Registration Statement) have expired such that 50% of the
      Parent’s outstanding capital stock is freely tradable and not subject to
      restrictions on resale (calculated on a fully diluted basis, including all
      options, warrants, and other rights to acquire capital stock of the Parent
      outstanding at such time); (iii) Parent has completed a bona fide arm’s length
      equity financing in one or a series of related transactions of at least $10.0
      million; and (iv) at least 50% of the Parent Common Stock issued in connection
      with the Merger has been registered with the Commission for resale and such
      shares are not subject to any restrictions on resale; provided that, not
      withstanding the foregoing, if the Trigger Date has not occurred prior to March
      23, 2008, at any time following the such date a majority in interest of the
      Stockholders may establish a Trigger Date by notice to Parent.  In the
      event that no Trigger Date has occurred as of March 23, 2009, subject to the
      remainder of this sentence, the Trigger Date shall be March 23, 2009 (the
“Trigger Date Limit”); provided, however,
      that such Trigger Date Limit shall be extended by the sum of (x) the number
      of
      days beyond January 15, 2008 the Initial Registration Statement is declared
      effective by the Commission, plus (y) the number of days following effectiveness
      and prior to the date of calculation of the Trigger Date Limit during which
      the
      use of the Initial Registration Statement is either suspended by the Commission
      or is unavailable because the Initial Registration Statement contains a an
      untrue statement of fact or omits to state a fact required to be stated therein
      or necessary to make the statements therein not misleading (such number of
      days
      referred to as the “Delay Period”).

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (b)           Beginning
      on the Trigger Date, Parent will compute the average daily closing price for
      the
      Parent Common Stock for the 60 trading days following the Trigger Date during
      which there is no stop order or similar prohibition on trading in Parent Common
      Stock on the applicable exchange or OTC bulletin board (the
“Subsequent Market Price”), and compare that to the
      Average Closing Price.  If the Subsequent Market Price is less than
      the Average Closing Price, then Parent will promptly issue additional shares
      (the “Additional Shares”) to the Stockholders,
      pro-rata, such that the total dollar value of the Parent Common Stock issued
      pursuant to Sections 1.5(a)(iv) and 1.5(a)(v) hereof, plus the Additional Shares
      to be issued pursuant to this Section 1.8(b), equals $5,115,000, calculated
      based on the Subsequent Market Price.  In the event that the parties
      disagree as to the calculation of the Subsequent Market Price, an independent
      national accounting firm shall be engaged, and the determination by such
      accounting firm shall be binding on all parties absent fraud or manifest
      error.

     

    
      	
              2.

            	
              Representations
                and Warranties of the
                Company.

            


    

     

    The
      Company hereby represents and warrants to Parent and Acquisition Corp., except
      as set forth in the “Company Disclosure Schedule”
delivered herewith, as follows:

     

    2.1           Organization,
      Standing, Subsidiaries, Etc.

     

    (a)           The
      Company is a corporation duly organized and existing in good standing under
      the
      laws of the State of Delaware, and has all requisite power and authority
      (corporate and other) to carry on its business, to own or lease its properties
      and assets, to enter into this Agreement and the Certificate of Merger and
      to
      carry out the terms hereof and thereof.  Copies of the Certificate of
      Incorporation and Bylaws of the Company that have been delivered to Parent
      and
      Acquisition Corp. prior to the execution of this Agreement are true and complete
      and have not since been amended or repealed.

     

    (b)           The
      Company has no subsidiaries or direct or indirect interest (by way of stock
      ownership or otherwise) in any firm, corporation, limited liability company,
      partnership, association or business.

     

    2.2           Qualification.  The
      Company is duly qualified to conduct business as a foreign corporation and
      is in
      good standing in each jurisdiction wherein the nature of its activities or
      its
      properties owned or leased makes such qualification necessary, except where
      the
      failure to be so qualified would not have a material adverse effect on the
      condition (financial or otherwise), properties, assets, liabilities, business
      operations and results of operations of the Company taken as a whole (the
“Condition of the Company”).

     

    2.3           Capitalization
      of the Company.  The authorized capital stock of the Company
      consists of 74,450,000 shares of Company Common Stock, and 64,450,000 shares
      of
      preferred stock, 450,000 shares of which have been designated Series A-1
      Preferred Stock, 37,000,000 shares of which have been designated Series B-1
      Preferred Stock, and 27,000,000 shares of which have been designated Series
      C
      Preferred Stock.  The Company has no authority to issue any other
      capital stock.  There are 791,923 shares of Company Common Stock
      issued and outstanding, and such shares are duly authorized, validly issued,
      fully paid and nonassessable.  There are 368,992 shares of Series A-1
      Preferred Stock issued and outstanding, and such shares

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    are
      duly
      authorized, validly issued, fully paid and nonassessable.  There are
      28,467,138 shares of Series B-1 Preferred Stock issued and outstanding, and
      such
      shares are duly authorized, validly issued, fully paid and
      nonassessable.  There are 18,849,959 shares of Series C Preferred
      Stock issued and outstanding, and such shares are duly authorized, validly
      issued, fully paid and nonassessable.  Except as disclosed in Section
      1.6 of the Company Disclosure Schedule, the Company has no outstanding warrants,
      stock options, rights or commitments to issue Company Common Stock, Company
      Preferred Stock or other Equity Securities of the Company, and there are no
      outstanding securities convertible or exercisable into or exchangeable for
      Company Common Stock, Company Preferred Stock or other Equity Securities of
      the
      Company.

     

    2.4           Company
      Stockholders.  Section 2.4 of the Company Disclosure Schedule
      contains a true and complete list of the names of the record owners of all
      of
      the outstanding shares of Company Stock and other Equity Securities of the
      Company, together with the number of securities held.  To the
      knowledge of the Company, except as described in Section 2.4 of the Company
      Disclosure Schedule, there is no voting trust, agreement or arrangement among
      any of the beneficial holders of Company Common Stock affecting the exercise
      of
      the voting rights of Company Stock.

     

    2.5           Corporate
      Acts and Proceedings.  The execution, delivery and
      performance of this Agreement and the Certificate of Merger (together, the
      “Merger Documents”) have been duly authorized by the
      Board of Directors of the Company.

     

    2.6           Compliance
      with Laws and Instruments.  To the knowledge of the Company,
      the business, products and operations of the Company have been and are being
      conducted in compliance in all material respects with all applicable laws,
      rules
      and regulations, except for such violations thereof for which the penalties,
      in
      the aggregate, would not have a material adverse effect on the Condition of
      the
      Company.  The execution, delivery and performance by the Company of
      the Merger Documents and the consummation by the Company of the transactions
      contemplated by this Agreement: (a) will not require any authorization, consent
      or approval of, or filing or registration with, any court or governmental agency
      or instrumentality, except such as shall have been obtained prior to the
      Closing, (b) will not cause the Company to violate or contravene in any material
      respect (i) any provision of law, (ii) any rule or regulation of any agency
      or
      government, (iii) any order, judgment or decree of any court, or (iv) any
      provision of the Certificate of Incorporation or Bylaws of the Company, (c)
      will
      not violate or be in conflict with, result in a breach of or constitute (with
      or
      without notice or lapse of time, or both) a default under, any indenture, loan
      or credit agreement, deed of trust, mortgage, security agreement or other
      contract, agreement or instrument to which the Company is a party or by which
      the Company or any of its properties is bound or affected, except as would
      not
      have a material adverse effect on the Condition of the Company, and (d) will
      not
      result in the creation or imposition of any material Lien upon any property
      or
      asset of the Company.

     

    2.7           Binding
      Obligations.  This Agreement constitutes the legal, valid and
      binding obligations of the Company and are enforceable against the Company
      in
      accordance with its terms, except as such enforcement is limited by bankruptcy,
      insolvency and other similar laws affecting the enforcement of creditors’ rights
      generally and by general principles of equity.  The Certificate of
      Merger, when executed by the Company, will constitute the legal, valid and
      binding obligations of the Company and are enforceable against the Company
      in
      accordance

     


    
      
        
        

      

      
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    with
      its
      terms, except as such enforcement is limited by bankruptcy, insolvency and
      other
      similar laws affecting the enforcement of creditors’ rights generally and by
      general principles of equity.

     

    2.8           Broker’s
      and Finder’s Fees.  No Person has, or as a result of the
      transactions contemplated herein will have, any right or valid claim against
      the
      Company, Parent, Acquisition Corp. or any Stockholder for any commission, fee
      or
      other compensation as a finder or broker, or in any similar capacity, except
      as
      set forth in Section 2.8 of the Company Disclosure Schedule.

     

    2.9           Financial
      Statements.  The Company has previously delivered to the
      Parent the Company’s audited Consolidated Balance Sheet, Consolidated Statement
      of operations, Consolidated Statement of Changes in Shareholders’ Equity and
      Consolidated Statement of Cash Flows as of and for the years ended December
      31,
      2006, December, 31, 2005, and December 31, 2004, and the Company’s unaudited
      Consolidated Balance Sheet (the “Balance Sheet”) as of
      July 31, 2007 (the “Balance Sheet Date”) and related
      Statement of Operations, Consolidated Statement of Changes in Shareholders’
Equity and Consolidated Statement of Cash Flows as of and for the six months
      ended June 30, 2007.  Such financial statements (i) are in accordance
      with the books and records of the Company, (ii) present fairly in all material
      respects the financial condition of the Company at the dates therein specified
      and the results of its operations and changes in financial position for the
      periods therein specified and (iii) have been prepared in accordance with
      generally accepted accounting principles (“GAAP”)
      applied on a basis consistent with prior accounting periods.

     

    2.10           Absence
      of Undisclosed Liabilities.  As of the date hereof, the
      Company has no material obligation or liability (whether accrued, absolute,
      contingent, liquidated or otherwise, whether due or to become due), arising
      out
      of any transaction entered into at or prior to the Closing, except (a) as
      disclosed in Section 2.10 or 2.11 of the Company Disclosure Schedule, (b) to
      the
      extent set forth on or reserved against in the Balance Sheet, (c) current
      liabilities incurred and obligations under agreements entered into in the
      ordinary course of business since the Balance Sheet Date, none of which
      (individually or in the aggregate) has had or could reasonably be expected
      to
      have a material adverse effect on the Condition of the Company and (d) by the
      specific terms of any written agreement, document or arrangement identified
      in
      the Company Disclosure Schedule.

     

    2.11           Changes.  Since
      the Balance Sheet Date, as of the date hereof and except as disclosed in Section
      2.11 of the Company Disclosure Schedule, the Company has not (a) incurred any
      debts, obligations or liabilities, absolute, accrued or, to the Company’s
      knowledge, contingent, whether due or to become due, except for current
      liabilities incurred in the usual and ordinary course of business, (b)
      discharged or satisfied any Liens other than those securing, or paid any
      obligation or liability other than, current liabilities shown on the Balance
      Sheet and current liabilities incurred since the Balance Sheet Date, in each
      case in the ordinary course of business, (c) mortgaged, pledged or subjected
      to
      Lien any of its assets, tangible or intangible, other than in the ordinary
      course of business, (d) sold, transferred or leased any of its assets, except
      in
      the ordinary course of business, (e) cancelled or compromised any debt or claim,
      or waived or released any right of material value, (f) suffered any physical
      damage, destruction or loss (whether or not covered by insurance) which could
      reasonably be expected to have a material adverse effect on the Condition of
      the
      Company, (g) entered into any transaction other

     


    
      
        
        

      

      
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    than
      in
      the ordinary course of business, (h) encountered any labor union difficulties,
      (i) made or granted any wage or salary increase or made any increase in the
      amounts payable under any profit sharing, bonus, deferred compensation,
      severance pay, insurance, pension, retirement or other employee benefit plan,
      agreement or arrangement, other than in the ordinary course of business
      consistent with past practice, or entered into any employment agreement, (j)
      issued or sold any shares of capital stock, bonds, notes, debentures or other
      securities or granted any options (including employee stock options), warrants
      or other rights with respect thereto, (k) declared or paid any dividends on
      or
      made any other distributions with respect to, or purchased or redeemed, any
      of
      its outstanding capital stock, (l) suffered or experienced any change in, or
      condition affecting, the financial condition of the Company other than changes,
      events or conditions in the usual and ordinary course of its business, none
      of
      which (either by itself or in conjunction with all such other changes, events
      and conditions) could reasonably be expected to have a material adverse effect
      on the Condition of the Company, (m) made any change in the accounting
      principles, methods or practices followed by it or depreciation or amortization
      policies or rates theretofore adopted, (n) made or permitted any amendment
      or
      termination of any material contract, agreement or license to which it is a
      party, (o) suffered any material loss not reflected in the Balance Sheet or
      its
      statement of income for the period ended on the Balance Sheet Date, (p) paid,
      or
      made any accrual or arrangement for payment of, bonuses or special compensation
      of any kind or any severance or termination pay to any present or former
      officer, director, employee, stockholder or consultant, or (q) entered into
      any
      agreement, or otherwise obligated itself, to do any of the foregoing other
      than
      in the ordinary course of its business, none of which (either by itself or
      in
      conjunction with all such other changes, events and conditions) could reasonably
      be expected to have a material adverse effect on the Condition of the
      Company.

     

    2.12           Title
      to Property and Encumbrances.  Except as disclosed in Section
      2.12 of the Company Disclosure Schedule, the Company has good, valid and
      marketable title to all properties and assets used in the conduct of its
      business (except for property held under valid and subsisting leases which
      are
      in full force and effect and which are not in default) free of all Liens and
      other encumbrances, except Permitted Liens and such ordinary and customary
      imperfections of title, restrictions and encumbrances as do not, individually
      or
      in the aggregate, materially detract from the value of the property or assets
      or
      materially impair the use made thereof by the Company in its
      business.  Without limiting the generality of the foregoing, the
      Company has good and marketable title to all of its properties and assets
      reflected in the Balance Sheet, except for property disposed of in the ordinary
      course of business since the Balance Sheet Date and for property held under
      valid and subsisting leases which are in full force and effect and which are
      not
      in default.

     

    2.13           Litigation.  Except
      as set forth on Section 2.13 of the Company Disclosure Schedule, there is no
      legal action, suit, arbitration or other legal, administrative or other
      governmental proceeding pending or, to the best knowledge of the Company,
      threatened against or affecting the Company or its properties, assets or
      business, and after reasonable investigation, the Company is not aware of any
      incident, transaction, occurrence or circumstance that might reasonably be
      expected to result in or form the basis for any such action, suit, arbitration
      or other proceeding.  The Company is not in default with respect to
      any order, writ, judgment, injunction, decree, determination or award of any
      court or any governmental agency or instrumentality or arbitration
      authority.

     


    
      
        
        

      

      
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    2.14           Patents,
      Trademarks, Etc.  Section 2.14 of the Company Disclosure
      Schedule sets forth a list of all United States and foreign patents, trademarks,
      trade names, copyrights, and applications therefor used by the Company
      exclusively in and material to the conduct of its business (the
“Patent and Trademark Rights”).  Except as
      disclosed in Section 2.14 of the Company Disclosure Schedule, (a) the Company
      owns or possesses adequate licenses or other valid rights to use all Patent
      and
      Trademark Rights; and (b) to the Company’s knowledge, the conduct of its
      business as now being conducted does not conflict with any valid patents,
      trademarks, trade names or copyrights of others in any way which could
      reasonably be expected to have a material adverse effect on the business or
      financial condition of the Company or its business.

     

    2.15           Governmental
      Consents.  All consents, approvals, orders, or authorizations
      of, or registrations, qualifications, designations, declarations, or filings
      with any federal or state governmental authority on the part of the Company
      required in connection with the consummation of the Merger shall have been
      obtained prior to, and be effective as of, the Closing.

     

    2.16           Tax
      Returns and Audits.  All required federal, state and local
      Tax Returns of the Company have been accurately prepared in all material
      respects and duly and timely filed, and all federal, state and local Taxes
      required to be paid with respect to the periods covered by such returns have
      been paid to the extent that the same are material and have become due, except
      where the failure so to file or pay could not reasonably be expected to have
      a
      material adverse effect upon the Condition of the Company.  The
      Company is not and has not been delinquent in the payment of any
      Tax.  The Company has not had a Tax deficiency assessed against
      it.  None of the Company’s federal income tax returns nor any state or
      local income or franchise tax returns has been audited by governmental
      authorities.  The reserves for Taxes reflected on the Balance Sheet
      are sufficient for the payment of all unpaid Taxes payable by the Company with
      respect to the period ended on the Balance Sheet Date.  There are no
      federal, state, local or foreign audits, actions, suits, proceedings,
      investigations, claims or administrative proceedings relating to Taxes or any
      Tax Returns of the Company now pending, and the Company has not received any
      notice of any proposed audits, investigations, claims or administrative
      proceedings relating to Taxes or any Tax Returns.

     

    2.17           Employee
      Benefit Plans; ERISA.

     

    (a)           Except
      as disclosed in Section 2.17 of the Company Disclosure Schedule, there are
      no
“employee benefit plans” (within the meaning of Section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended
      (“ERISA”) nor any other employee benefit or fringe
      benefit arrangements, practices, contracts, policies or programs other than
      programs merely involving the regular payment of wages, commissions, or bonuses
      established, maintained or contributed to by the Company.  Any plans
      listed in Section 2.17 of the Company Disclosure Schedule are hereinafter
      referred to as the “Company Employee Benefit
      Plans.”

     

    (b)           Any
      current and prior material documents, including all amendments thereto, with
      respect to each Company Employee Benefit Plan have been provided to the Parent
      or its advisors.

     


    
      
        
        

      

      
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    (c)           All
      Company Employee Benefit Plans are in material compliance with the applicable
      requirements of ERISA, the Code and any other applicable state, federal or
      foreign law.

     

    (d)           There
      are no pending, or to the knowledge of the Company, threatened, claims or
      lawsuits which have been asserted or instituted against any Company Employee
      Benefit Plan, the assets of any of the trusts or funds under the Company
      Employee Benefit Plans, the plan sponsor or the plan administrator of any of
      the
      Company Employee Benefit Plans or against any fiduciary of a Company Employee
      Benefit Plan with respect to the operation of such plan.

     

    (e)           There
      is no pending, or to the knowledge of the Company, threatened, investigation
      or
      pending or possible enforcement action by the Pension Benefit Guaranty
      Corporation, the Department of Labor, the Internal Revenue Service or any other
      government agency with respect to any Company Employee Benefit
      Plan.

     

    (f)           No
      actual or, to the knowledge of the Company, contingent liability exists with
      respect to the funding of any Company Employee Benefit Plan or for any other
      expense or obligation of any Company Employee Benefit Plan, except as disclosed
      on the financial statements of the Company or in Section 2.17 of the Company
      Disclosure Schedule, and to the knowledge of the Company, no contingent
      liability exists under ERISA with respect to any “multi-employer plan,” as
      defined in Section 3(37) or Section 4001(a)(3) of ERISA.

     

    2.18           Questionable
      Payments.  The Company has not, nor to the knowledge of the
      Company, has any director, officer, agent, employee or other Person associated
      with or acting on behalf of the Company, used any corporate funds for unlawful
      contributions, gifts, entertainment or other unlawful expenses relating to
      political activity; made any direct or indirect unlawful payments to government
      officials or employees from corporate funds; established or maintained any
      unlawful or unrecorded fund of corporate monies or other assets; made any false
      or fictitious entries on the books of record of any such corporations; or made
      any bribe, rebate, payoff, influence payment, kickback or other unlawful
      payment.

     

    2.19           Interested
      Party Transactions.  Except as disclosed in Section 2.19 of
      the Company Disclosure Schedule, as of the date hereof, no officer, director
      or
      stockholder of the Company or any Affiliate or “associate” (as such term is
      defined in Rule 405 under the Securities Act) of any such Person or the Company
      has or has had, either directly or indirectly, (a) an interest in any Person
      that (i) furnishes or sells services or products that are furnished or sold
      or
      are proposed to be furnished or sold by the Company or (ii) purchases from
      or
      sells or furnishes to the Company any goods or services, or (b) a beneficial
      interest in any contract or agreement to which the Company is a party or by
      which it may be bound or affected.

     

    2.20           Assets
      and Contracts.  Except as expressly set forth in Section 2.20
      of the Company Disclosure Schedule, the financial statements referenced in
      Section 2.10 above or the notes thereto, as of the date hereof, the Company
      (a)
      is not a party to any written or oral agreement not made in the ordinary course
      of business that is material to the Company; (b) the Company does not own any
      real property; and (c) the Company is not a party to, or otherwise barred by,
      any written or oral (i) agreement with any labor union, (ii) agreement for
      the
      purchase

     


    
      
        
        

      

      
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    of
      fixed
      assets or for the purchase of materials, supplies or equipment in excess of
      normal operating requirements, (iii) agreement for the employment of any
      officer, individual employee or other Person on a full-time basis or any
      agreement with any Person for consulting services, (iv) bonus, pension, profit
      sharing, retirement, stock purchase, stock option, deferred compensation,
      medical, hospitalization or life insurance or similar plan, contract or
      understanding with respect to any or all of the employees of the Company or
      any
      other Person, (v) indenture, loan or credit agreement, note agreement, deed
      of
      trust, mortgage, security agreement, promissory note or other agreement or
      instrument relating to or evidencing Indebtedness for Borrowed Money or
      subjecting any asset or property of the Company to any Lien or evidencing any
      Indebtedness, (vi) guaranty of any Indebtedness, (vii) lease or agreement under
      which the Company is lessee of or holds or operates any property, real or
      personal, owned by any other Person, (viii) lease or agreement under which
      the
      Company is lessor or permits any Person to hold or operate any property, real
      or
      personal, owned or controlled by the Company, (ix) agreement granting any
      preemptive right, right of first refusal or similar right to any Person, (x)
      agreement or arrangement with any Affiliate or any “associate” (as such term is
      defined in Rule 405 under the Securities Act) of the Company or any present
      or
      former officer, director or stockholder of the Company, (xi) agreement
      obligating the Company to pay any royalty or similar charge for the use or
      exploitation of any tangible or intangible property, (xii) covenant not to
      compete or other restriction on its ability to conduct a business or engage
      in
      any other activity, (xiii) distributor, dealer, manufacturer’s representative,
      sales agency, franchise or advertising contract or commitment, (xiv) or
      agreement to register securities under the Securities Act, or (xv) collective
      bargaining agreement.  Section 2.20 of the Company Disclosure Schedule
      sets forth and describes each insurance policy and coverage of any kind
      maintained with respect to the Company, its business, premises, properties,
      assets, employees and agents.  Section 2.20 of the Company Disclosure
      Schedule contains a true and complete list and description of each bank account,
      savings account, other deposit relationship and safety deposit box of the
      Company, including the name of the bank or other depository, the account number
      and the names of the individuals having signature or other withdrawal authority
      with respect thereto.  Except as disclosed on Section 2.20 of the
      Company Disclosure Schedule, no consent of any bank or other depository or
      Person is required to maintain any bank account, other deposit relationship
      or
      safety deposit box of the Company.  The Company has furnished to
      Parent true and complete copies of all agreements and other documents disclosed
      or referred to in Section 2.20 of the Company Disclosure Schedule or in the
      financial statements or the notes thereto, as well as any additional agreements
      or documents, reasonably requested by Parent.

     

    2.21           Disclosure.  There
      is no fact relating to the Company that the Company has not disclosed to the
      Parent in writing that materially and adversely affects nor, insofar as the
      Company can now foresee, will materially and adversely affect, the condition
      (financial or otherwise), properties, assets, liabilities, business operations,
      results of operations or prospects of the Company.  No representation
      or warranty by the Company herein and no information disclosed in the schedules
      or exhibits hereto by the Company contains any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements
      contained herein or therein not misleading.

     


    
      
        
        

      

      
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    3.           Representations
      and Warranties of Parent and Acquisition Corp.

     

    Parent
      and Acquisition Corp. jointly and severally represent and warrant to the Company
      as follows:

     

    3.1           Organization
      and Standing.

     

    (a)           Parent
      is a corporation duly organized and existing in good standing under the laws
      of
      the State of Colorado.  Acquisition Corp. is a corporation duly
      organized and existing in good standing under the laws of the State of
      Colorado.  Parent and Acquisition Corp. have heretofore delivered to
      the Company complete and correct copies of their respective Articles of
      Incorporation and Bylaws as now in effect.  Parent and Acquisition
      Corp. have full corporate power and authority to carry on their respective
      businesses as they are now being conducted and as now proposed to be conducted
      and to own or lease their respective properties and assets.

     

    (b)           Except
      for FuGEN, Inc., a Delaware corporation, Premiere Data Services, Inc., a
      Delaware corporation, PDS/GIS, Inc., a Delaware corporation, Land Links Company,
      LTD., a New Mexico limited liability company,  Atlantic Systems
      Corporation, a Virginia corporation, Point One, L.L.C., a Virginia limited
      liability company, and Acquisition Corp. (collectively, the
“Subsidiaries”), neither Parent nor Acquisition Corp.
      has any subsidiaries or direct or indirect interest (by way of stock ownership
      or otherwise) in any firm, corporation, limited liability company, partnership,
      association or business.  Parent owns all of the issued and
      outstanding capital stock of the Subsidiaries free and clear of all Liens,
      and
      none of the Subsidiaries has any outstanding options, warrants or rights to
      purchase capital stock or other equity securities, other than the capital stock
      owned by Parent.  Each of the Subsidiaries is duly incorporated,
      validly existing and in good standing in its respective state of
      organization.  Unless the context otherwise requires, all references
      in this Section 3 to the “Parent” shall be treated as being a reference to the
      Parent and Acquisition Corp. taken together as one enterprise.

     

    3.2           Corporate
      Authority.  Each of Parent and/or Acquisition Corp. (as the
      case may be) has full corporate power and authority to enter into the Merger
      Documents and the other agreements to be made pursuant to the Merger Documents,
      and to carry out the transactions contemplated hereby and
      thereby.  All corporate acts and proceedings required for the
      authorization, execution, delivery and performance of the Merger Documents
      and
      such other agreements and documents by Parent and/or Acquisition Corp. (as
      the
      case may be) have been duly and validly taken or will have been so taken prior
      to the Closing.  Each of the Merger Documents constitutes a legal,
      valid and binding obligation of Parent and/or Acquisition Corp. (as the case
      may
      be), each enforceable against them in accordance with their respective terms,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting creditors’ rights generally and
      by general principles of equity.

     

    3.3           Broker’s
      and Finder’s Fees.  No person, firm, corporation or other
      entity is entitled by reason of any act or omission of Parent or Acquisition
      Corp. to any broker’s or finder’s fees, commission or other similar compensation
      with respect to the execution and delivery of this Agreement or the Certificate
      of Merger, or with respect to the consummation of the transactions contemplated
      hereby or thereby.

     


    
      
        
        

      

      
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    3.4           Capitalization
      of Parent.  The authorized capital stock of Parent consists
      of (a) 50,000,000 shares of common stock, no par value per share (the
“Parent Common Stock”), of which 22,650,518 shares
      were issued and outstanding as of August 15, 2005.  There is no voting
      trust, agreement or arrangement among any of the beneficial holders of Parent
      Common Stock affecting the nomination or election of directors or the exercise
      of the voting rights of Parent Common Stock.  All outstanding shares
      of the capital stock of Parent are validly issued and outstanding, fully paid
      and nonassessable, and none of such shares have been issued in violation of
      the
      preemptive rights of any person.  Except as disclosed in the Parent
      SEC Documents (as defined in Section 3.7(b) below), the Company has no
      outstanding warrants, stock options, rights or commitments to issue common
      stock, preferred stock or other Equity Securities, and there are no outstanding
      securities convertible or exercisable into or exchangeable for common stock,
      preferred Stock or other Equity Securities of the Parent.

     

    3.5           Acquisition
      Corp.  Acquisition Corp. is a wholly-owned subsidiary of
      Parent that was formed specifically for the purpose of the Merger and that
      has
      not conducted any business or acquired any property, and will not conduct any
      business or acquire any property prior to the Closing Date, except in
      preparation for and otherwise in connection with the transactions contemplated
      by this Agreement, the Certificate of Merger and the other agreements to be
      made
      pursuant to or in connection with this Agreement and the Certificate of
      Merger.

     

    3.6           Validity
      of Shares.  The shares of Parent Common Stock to be issued
      pursuant to this Agreement, when issued and delivered in accordance with the
      terms hereof and the Certificate of Merger shall be duly authorized, validly
      issued, fully paid and nonassessable.

     

    3.7           SEC
      Reporting and Compliance.

     

    (a)           Parent
      filed a registration statement on Form 10-SB under the Securities and Exchange
      Act of 1934, as amended (the “Exchange Act”), on April
      17, 2006, which became effective sixty (60) days thereafter in accordance with
      Section 12(g) of the Exchange Act and the rule promulgated
      thereunder.  Since that date, Parent has filed with the Commission all
      statements, reports and filings required to be filed by companies registered
      pursuant to Section 12(g) of the Exchange Act.

     

    (b)           Parent
      has provided to the Company true and complete copies of the registration
      statement on Form 10-SB referred to in section 3.7(a) above, and all annual
      reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on
      Form 8-K, the Initial Registration Statement, and all amendments thereto, and
      other statements, reports and filings (collectively, the “Parent SEC
      Documents”) filed by the Parent with the Commission.  As
      of their respective dates, the Parent SEC Documents (i) were prepared in
      accordance with the requirements of the Securities Act or the Exchange Act,
      as
      the case may be, and the rules and regulations of the Commission thereunder
      applicable to such Parent SEC Documents, and (ii) did not at the time they
      were filed (or if amended or superseded by a filing before the date of this
      Agreement, then on the date of such filing) contain any untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.  None of
      Parent’s subsidiaries is required to file any forms, reports or other documents
      with the SEC.

     


    
      
        
        

      

      
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    (c)           As
      of the date hereof, Parent has not filed, and nothing has occurred with respect
      to which Parent would be required to file, any report on Form 8-K since August
      13, 2007.  Prior to and until the Closing, Parent will provide to the
      Company copies of any and all amendments or supplements to the Parent SEC
      Documents filed with the Commission since August 13, 2007, and any and all
      subsequent statements, reports and filings filed by the Parent with the
      Commission or delivered to the stockholders of Parent.

     

    (d)           Parent
      is not an investment company within the meaning of Section 3 of the Investment
      Company Act.

     

    (e)           The
      shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin
      Board under the symbol “XDRC.OB” and Parent is in
      compliance in all material respects with all rules and regulations of the OTC
      Bulletin Board applicable to it and the Parent Stock.  The OTC
      Bulletin Board has cleared the Form 211 filed by Parent pursuant to Rule
      15c2-11(a)(5) of the Exchange Act.

     

    (f)           Between
      the date hereof and the Closing Date, Parent shall continue to satisfy the
      filing requirements of the Exchange Act and all other requirements of applicable
      securities laws and the OTC Bulletin Board.

     

    (g)           Parent
      has otherwise complied with the Securities Act of 1933, as amended (the
“Securities Act”), Exchange Act and all other
      applicable federal and state securities laws.

     

    3.8           Financial
      Statements.  The consolidated balance sheets, statements of
      operations, statements of changes in shareholders’ equity and statements of cash
      flows contained in the Parent SEC Documents (the “Parent Financial
      Statements”) (i) have been prepared in accordance with GAAP
      applied on a basis consistent with prior periods (and, in the case of unaudited
      financial information, on a basis consistent with year-end audits), (ii) are
      in
      accordance with the books and records of the Parent, and (iii) present fairly
      in
      all material respects the financial condition of the Parent at the dates therein
      specified and the results of its operations and changes in financial position
      for the periods therein specified.  The financial statements included
      in the Annual Report on Form 10-KSB for the fiscal years ended December 31,
      2005
      and December 31, 2006, are audited by, and include the related report of
      Ehrhardt Keefe Steiner & Hottman PC, Parent’s independent certified public
      accountants.  The financial information included in the Quarterly
      Report on Form 10-QSB for the quarter ended June, 30, 2007, is unaudited, but
      reflects all adjustments (including normally recurring accounts) that Parent
      considers necessary for a fair presentation of such information and have been
      prepared in accordance with generally accepted accounting principles,
      consistently applied.

     

    3.9           Governmental
      Consents.  All consents, approvals, orders, or authorizations
      of, or registrations, qualifications, designations, declarations, or filings
      with any federal or state governmental authority on the part of Parent or
      Acquisition Corp. required in connection with the consummation of the Merger
      shall have been obtained prior to, or be effective as of, the
      Closing.

     


    
      
        
        

      

      
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    3.10           Compliance
      with Laws and Instruments.  The execution, delivery and
      performance by Parent and/or Acquisition Corp. of this Agreement, the
      Certificate of Merger and the other agreements to be made by Parent or
      Acquisition Corp. pursuant to or in connection with this Agreement or the
      Certificate of Merger and the consummation by Parent and/or Acquisition Corp.
      of
      the transactions contemplated by the Merger Documents will not cause Parent
      and/or Acquisition Corp. to violate or contravene (i) any provision of law,
      (ii)
      any rule or regulation of any agency or government, (iii) any order, judgment
      or
      decree of any court, or (v) any provision of their respective articles or
      certificate of incorporation or Bylaws as amended and in effect on and as of
      the
      Closing Date and will not violate or be in conflict with, result in a breach
      of
      or constitute (with or without notice or lapse of time, or both) a default
      under
      any indenture, loan or credit agreement, deed of trust, mortgage, security
      agreement or other agreement or contract to which Parent or Acquisition Corp.
      is
      a party or by which Parent and/or Acquisition Corp. or any of their respective
      properties is bound.

     

    3.11           No
      General Solicitation.  In issuing Parent Common Stock in the
      Merger hereunder, neither Parent nor anyone acting on its behalf has offered
      to
      sell the Parent Common Stock by any form of general solicitation or
      advertising.

     

    3.12           Binding
      Obligations.  The Merger Documents constitute the legal,
      valid and binding obligations of the Parent and Acquisition Corp., and are
      enforceable against the Parent and Acquisition Corp., in accordance with their
      respective terms, except as such enforcement is limited by bankruptcy,
      insolvency and other similar laws affecting the enforcement of creditors’ rights
      generally and by general principles of equity.

     

    3.13           Absence
      of Undisclosed Liabilities.  Neither Parent nor Acquisition
      Corp. has any obligation or liability (whether accrued, absolute, contingent,
      liquidated or otherwise, whether due or to become due), arising out of any
      transaction entered into at or prior to the Closing, except (a) as disclosed
      in
      the Parent SEC Documents, (b) to the extent set forth on or reserved against
      in
      the audited balance sheet of Parent as of June 30, 2007 (the “Parent
      Balance Sheet”) or the Notes to the Parent Financial Statements,
      (c) current liabilities incurred and obligations under agreements entered into
      in the usual and ordinary course of business since June 30, 2007 (the
“Parent Balance Sheet Date”), none of which
      (individually or in the aggregate) materially and adversely affects the
      condition (financial or otherwise), properties, assets, liabilities, business
      operations, results of operations or prospects of the Parent or Acquisition
      Corp., taken as a whole (the “Condition of the
      Parent”), and (d) by the specific terms of any written agreement,
      document or arrangement attached as an exhibit to the Parent SEC
      Documents.

     

    3.14           Changes.  Since
      the Parent Balance Sheet Date, except as disclosed in the Parent SEC Documents,
      or in accordance with the terms of this Agreement, Parent has not (a) incurred
      any debts, obligations or liabilities, absolute, accrued or, to the Parent’s
      knowledge, contingent, whether due or to become due, except for current
      liabilities incurred in the usual and ordinary course of business, (b)
      discharged or satisfied any Liens other than those securing, or paid any
      obligation or liability other than, current liabilities shown on the Parent
      Balance Sheet and current liabilities incurred since the Parent Balance Sheet
      Date, in each case in the usual and ordinary course of business, (c) mortgaged,
      pledged or subjected to Lien any of its assets, tangible or intangible, other
      than in the usual and ordinary course of business, (d) sold,

     


    
      
        
        

      

      
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    transferred
      or leased any of its assets, except in the usual and ordinary course of
      business, (e) cancelled or compromised any debt or claim, or waived or released
      any right of material value, (f) suffered any physical damage, destruction
      or
      loss (whether or not covered by insurance) which could reasonably be expected
      to
      have a material adverse effect on the Condition of the Parent, (g) entered
      into
      any transaction other than in the usual and ordinary course of business, (h)
      encountered any labor union difficulties, (i) made or granted any wage or salary
      increase or made any increase in the amounts payable under any profit sharing,
      bonus, deferred compensation, severance pay, insurance, pension, retirement
      or
      other employee benefit plan, agreement or arrangement, other than in the
      ordinary course of business consistent with past practice, or entered into
      any
      employment agreement, (j) issued or sold any shares of capital stock, bonds,
      notes, debentures or other securities or granted any options (including employee
      stock options), warrants or other rights with respect thereto, (k) declared
      or
      paid any dividends on or made any other distributions with respect to, or
      purchased or redeemed, any of its outstanding capital stock, (l) suffered or
      experienced any change in, or condition affecting, the financial condition
      of
      the Parent other than changes, events or conditions in the usual and ordinary
      course of its business, none of which (either by itself or in conjunction with
      all such other changes, events and conditions) could reasonably be expected
      to
      have a material adverse effect on the Condition of the Parent, (m) made any
      change in the accounting principles, methods or practices followed by it or
      depreciation or amortization policies or rates theretofore adopted, (n) made
      or
      permitted any amendment or termination of any material contract, agreement
      or
      license to which it is a party, (o) suffered any material loss not reflected
      in
      the Parent Balance Sheet or its statement of income for the period ended on
      the
      Parent Balance Sheet Date, (p) paid, or made any accrual or arrangement for
      payment of, bonuses or special compensation of any kind or any severance or
      termination pay to any present or former officer, director, employee,
      stockholder or consultant, or (q) entered into any agreement, or otherwise
      obligated itself, to do any of the foregoing.

     

    3.15           Tax
      Returns and Audits.  All required federal, state and local
      Tax Returns of the Parent have been accurately prepared in all material respects
      and duly and timely filed, and all federal, state and local Taxes required
      to be
      paid with respect to the periods covered by such returns have been paid to
      the
      extent that the same are material and have become due, except where the failure
      so to file or pay could not reasonably be expected to have a material adverse
      effect upon the Condition of the Parent.  The Parent is not and has
      not been delinquent in the payment of any Tax.  The Parent has not had
      a Tax deficiency assessed against it.  None of the Parent’s federal
      income tax returns nor any state or local income or franchise tax returns has
      been audited by governmental authorities.  The reserves for Taxes
      reflected on the Parent Balance Sheet are sufficient for the payment of all
      unpaid Taxes payable by the Parent with respect to the period ended on the
      Parent Balance Sheet Date.  There are no federal, state, local or
      foreign audits, actions, suits, proceedings, investigations, claims or
      administrative proceedings relating to Taxes or any Tax Returns of the Parent
      now pending, and the Parent has not received any notice of any proposed audits,
      investigations, claims or administrative proceedings relating to Taxes or any
      Tax Returns.

     

    3.16           Employee
      Benefit Plans; ERISA.

     

    (a)           Except
      as disclosed in the Parent SEC Documents, there are no “employee benefit plans”
(within the meaning of Section 3(3) of the Employee Retirement Income
      Security

     


    
      
        
        

      

      
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    Act
      of
      1974, as amended (“ERISA”) nor any other employee
      benefit or fringe benefit arrangements, practices, contracts, policies or
      programs other than programs merely involving the regular payment of wages,
      commissions, or bonuses established, maintained or contributed to by the
      Parent.  Any plans listed in the Parent SEC Documents are hereinafter
      referred to as the “Parent Employee Benefit Plans.”

     

    (b)           Any
      current and prior material documents, including all amendments thereto, with
      respect to each Parent Employee Benefit Plan have been given to the Company
      or
      its advisors.

     

    (c)           All
      Parent Employee Benefit Plans are in material compliance with the applicable
      requirements of ERISA, the Code and any other applicable state, federal or
      foreign law.

     

    (d)           There
      are no pending, or to the knowledge of the Parent, threatened, claims or
      lawsuits which have been asserted or instituted against any Parent Employee
      Benefit Plan, the assets of any of the trusts or funds under the Parent Employee
      Benefit Plans, the plan sponsor or the plan administrator of any of the Parent
      Employee Benefit Plans or against any fiduciary of a Parent Employee Benefit
      Plan with respect to the operation of such plan.

     

    (e)           There
      is no pending, or to the knowledge of the Parent, threatened, investigation
      or
      pending or possible enforcement action by the Pension Benefit Guaranty
      Corporation, the Department of Labor, the Internal Revenue Service or any other
      government agency with respect to any Parent Employee Benefit Plan.

     

    (f)           No
      actual or, to the knowledge of Parent, contingent liability exists with respect
      to the funding of any Parent Employee Benefit Plan or for any other expense
      or
      obligation of any Parent Employee Benefit Plan, except as disclosed on the
      financial statements of the Parent or the Parent SEC Documents, and to the
      knowledge of the Parent, no contingent liability exists under ERISA with respect
      to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3)
      of ERISA.

     

    3.17           Litigation.  Except
      as disclosed in the Parent SEC Documents, there is no legal action, suit,
      arbitration or other legal, administrative or other governmental proceeding
      pending or, to the knowledge of the Parent, threatened against or affecting
      the
      Parent or Acquisition Corp. or their properties, assets or
      business.  To the knowledge of the Parent, neither Parent nor
      Acquisition Corp. is in default with respect to any order, writ, judgment,
      injunction, decree, determination or award of any court or any governmental
      agency or instrumentality or arbitration authority.

     

    3.18           Interested
      Party Transactions.  Except as disclosed in the Parent SEC
      Documents, no officer, director or stockholder of the Parent or any Affiliate
      or
“associate” (as such term is defined in Rule 405 under the Securities Act) of
      any such Person or the Parent has or has had, either directly or indirectly,
      (a)
      an interest in any Person that (i) furnishes or sells services or products
      that
      are furnished or sold or are proposed to be furnished or sold by the Parent
      or
      (ii) purchases from or sells or furnishes to the Parent any goods or services,
      or (b) a

     


    
      
        
        

      

      
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    beneficial
      interest in any contract or agreement to which the Parent is a party or by
      which
      it may be bound or affected.

     

    3.19           Questionable
      Payments.  Neither the Parent, Acquisition Corp. nor to the
      knowledge of the Parent, any director, officer, agent, employee or other Person
      associated with or acting on behalf of the Parent or Acquisition Corp., has
      used
      any corporate funds for unlawful contributions, gifts, entertainment or other
      unlawful expenses relating to political activity; made any direct or indirect
      unlawful payments to government officials or employees from corporate funds;
      established or maintained any unlawful or unrecorded fund of corporate monies
      or
      other assets; made any false or fictitious entries on the books of record of
      any
      such corporations; or made any bribe, rebate, payoff, influence payment,
      kickback or other unlawful payment.

     

    3.20           Assets
      and Contracts.  Except as expressly set forth in the Parent
      SEC Documents (a) the Parent is not a party to any written or oral agreement
      not
      made in the ordinary course of business that is material to the Parent; and
      (b)
      Parent does not own any real property.

     

    3.21           Disclosure.  There
      is no fact relating to Parent that Parent has not disclosed to the Company
      in
      writing that materially and adversely affects nor, insofar as Parent can now
      foresee, will materially and adversely affect, the condition (financial or
      otherwise), properties, assets, liabilities, business operations, results of
      operations or prospects of Parent.  No representation or warranty by
      Parent herein and no information disclosed in the schedules or exhibits hereto
      by Parent contains any untrue statement of a material fact or omits to state
      a
      material fact necessary to make the statements contained herein or therein
      not
      misleading.

     

    
      	
              4.

            	
              Letter
                of Transmittal

            


    

     

    Promptly
      after the Effective Time, Parent shall cause to be mailed to each holder of
      record of Company Stock that was converted pursuant to Section 1.5 hereof into
      the right to receive Parent Common Stock a letter of transmittal
      (“Letter of Transmittal”), in substantially the form
      attached hereto as Exhibit E, which shall contain additional
      representations, warranties and covenants of such Stockholder, including,
      without limitation, that (i) such Stockholder has full right, power and
      authority to deliver such Company Common Stock and Letter of Transmittal, (ii)
      the delivery of such Company Common Stock will not violate or be in conflict
      with, result in a breach of or constitute a default under, any indenture, loan
      or credit agreement, deed of trust, mortgage, security agreement or other
      agreement or instrument to which such Stockholder is bound or affected, (iii)
      such Stockholder has good, valid and marketable title to all shares of Company
      Common Stock indicated in such Letter of Transmittal and that such Stockholder
      is not affected by any voting trust, agreement or arrangement affecting the
      voting rights of such Company Common Stock, (iv) such Stockholder is acquiring
      Parent Common Stock for investment purposes, and not with a view to selling
      or
      otherwise distributing such Parent Common Stock in violation of the Securities
      Act or the securities laws of any state, (v) that it has adequate net worth
      and
      means of providing for its current needs and contingencies to sustain a complete
      loss of its investment in the Parent Common Stock, (vi) that it has such
      knowledge and experience in business and financial matters and with respect
      to
      investments in securities so as to enable it to understand and evaluate the
      risks of its investment in the Parent Common Stock and form an investment
      decision with respect thereto, (vii) such Stockholder has had an opportunity
      to
      ask and receive answers to any questions such Stockholder may have
      had

     


    
      
        
        

      

      
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    concerning
      the terms and conditions of the Merger and the Parent Common Stock and has
      obtained any additional information that such Stockholder has
      requested.  Delivery shall be effected, and risk of loss and title to
      the Parent Common Stock shall pass, only upon delivery to the Parent (or an
      agent of the Parent) of (x) certificates evidencing ownership thereof as
      contemplated by Section 1.5(c) hereof (or affidavit of lost certificate), and
      (y) the Letter of Transmittal.

     

    
      	
              5.

            	
              Conduct
                of Businesses Pending the
                Merger.

            


    

     

    5.1           Conduct
      of Business by the Company Pending the Merger.  Prior to the
      Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in
      writing or as otherwise contemplated by this Agreement:

     

    (a)           the
      business of the Company shall be conducted only in the ordinary
      course;

     

    (b)           the
      Company shall not (i) directly or indirectly redeem, purchase or otherwise
      acquire or agree to redeem, purchase or otherwise acquire any shares of its
      capital stock; (ii) amend its Certificate of Incorporation or Bylaws; or (iii)
      split, combine or reclassify the outstanding Company Common Stock or declare,
      set aside or pay any dividend payable in cash, stock or property or make any
      distribution with respect to any such stock;

     

    (c)           the
      Company shall not (i) issue or agree to issue any additional shares of, or
      options, warrants or rights of any kind to acquire any shares of, Company Common
      Stock; (ii) acquire or dispose of any fixed assets or acquire or dispose of
      any
      other substantial assets other than in the ordinary course of business; (iii)
      incur additional Indebtedness or any other liabilities or enter into any other
      transaction other than in the ordinary course of business; (iv) enter into
      any
      contract, agreement, commitment or arrangement with respect to any of the
      foregoing; or (v) except as contemplated by this Agreement, enter into any
      contract, agreement, commitment or arrangement to dissolve, merge, consolidate
      or enter into any other material business combination;

     

    (d)           the
      Company shall use its commercially reasonable efforts to preserve intact the
      business organization of the Company, to keep available the service of its
      present officers and key employees, and to preserve the good will of those
      having business relationships with it;

     

    (e)           the
      Company will not, nor will it authorize any director or authorize or permit
      any
      officer or employee or any attorney, accountant or other representative retained
      by it to, make, solicit, encourage any inquiries with respect to, or engage
      in
      any negotiations concerning, any Acquisition Proposal (as defined
      below).  The Company will promptly advise Parent orally and in writing
      of any such inquiries or proposals (or requests for information) and the
      substance thereof.  As used in this paragraph,
“Acquisition Proposal” shall mean any proposal for a
      merger or other business combination involving the Company or for the
      acquisition of a substantial equity interest in it or all or a significant
      portion of the assets of it other than as contemplated by this
      Agreement.  The Company will immediately cease and cause

     


    
      
        
        

      

      
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    to
      be
      terminated any existing activities, discussions or negotiations with any person
      conducted heretofore with respect to any of the foregoing; and

     

    (f)           the
      Company will not enter into any new employment agreements with any of its
      officers or employees or grant any increases in the compensation or benefits
      of
      its officers and employees other than increases in the ordinary course of
      business and consistent with past practice or amend any employee benefit plan
      or
      arrangement.

     

    5.2           Conduct
      of Business by Parent and Acquisition Corp.  Pending the
      Merger, prior to the Effective Time, unless the Company shall otherwise agree
      in
      writing or as otherwise contemplated by this Agreement:

     

    (a)           the
      business of Parent and Acquisition Corp. shall be conducted only in the ordinary
      course;

     

    (b)           neither
      Parent nor Acquisition Corp. shall (i) directly or indirectly redeem, purchase
      or otherwise acquire or agree to redeem, purchase or otherwise acquire any
      shares of its capital stock; (ii) amend its articles or certificate of
      incorporation or Bylaws; (iii) split, combine or reclassify its capital stock
      or
      declare, set aside or pay any dividend payable in cash, stock or property or
      make any distribution with respect to such stock, or (iv) enter into any
      contract, agreement, commitment or arrangement to dissolve; and

     

    (c)           neither
      the Parent nor Acquisition Corp. will enter into any new employment agreements
      with any of their officers or employees or grant any increases in the
      compensation or benefits of their officers or employees.

     

    
      	
              6.

            	
              Additional
                Agreements.

            


    

     

    6.1           Additional
      Covenants.  Subject to the terms and conditions herein
      provided, each of the parties hereto agrees to use its commercially reasonable
      efforts to take, or cause to be taken, all action and to do, or cause to be
      done, all things necessary, proper or advisable under applicable laws and
      regulations to consummate and make effective the transactions contemplated
      by
      this Agreement, including using its commercially reasonable efforts to satisfy
      the conditions precedent to the obligations of any of the parties hereto to
      obtain all necessary waivers, and to lift any injunction or other legal bar
      to
      the Merger (and, in such case, to proceed with the Merger as expeditiously
      as
      possible).  In order to obtain any necessary governmental or
      regulatory action or non-action, waiver, consent, extension or approval, each
      of
      Parent, Acquisition Corp. and the Company agrees to take all reasonable actions
      and to enter into all reasonable agreements as may be necessary to obtain timely
      governmental or regulatory approvals and to take such further action in
      connection therewith as may be necessary.  In case at any time after
      the Effective Time any further action is necessary or desirable to carry out
      the
      purposes of this Agreement, the proper officers and/or directors of Parent,
      Acquisition Corp. and the Company shall take all such necessary
      action.

     

    6.2           Publicity.  No
      party shall issue any press release or public announcement pertaining to the
      Merger that has not been agreed upon in advance by Parent and the Company,
      except as Parent reasonably determines to be necessary in order to comply with
      the rules of the Commission or of the principal trading exchange or market
      for
      Parent Common Stock; provided,

     


    
      
        
        

      

      
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    that
      in
      such case Parent will use its best efforts to allow the Company to review and
      reasonably approve any press release or public announcement prior to its
      release.

     

    6.3           Registration
      Rights Agreement.  As of the Effective Time, Parent shall
      enter into a Registration Rights Agreement with each of the Stockholders on
      substantially the terms set forth in the form of agreement attached as
Exhibit F.

     

    6.4           Indemnification
      of Officers and Directors. From and after the Effective Time, Parent
      shall cause the Surviving Corporation and the Subsidiaries (if applicable)
      to
      fulfill and honor in all respects the obligations of Company pursuant to any
      indemnification provisions under the certificate of incorporation and bylaws
      of
      the Company as each is in effect on the date of this Agreement (the persons
      entitled to be indemnified pursuant to such provisions, and all other current
      and former directors and officers of Target and its Subsidiaries, being referred
      to collectively as the “Indemnified
      Parties”).  Parent shall cause the certificate of
      incorporation and bylaws of the Surviving Corporation to contain the provisions
      with respect to indemnification and exculpation from liability set forth in
      Company’s certificate of incorporation and bylaws on the date of this Agreement,
      which provisions shall not be amended, repealed or otherwise modified after
      the
      Effective Time in any manner that would adversely affect the rights thereunder
      of any Indemnified Party.

     

    
      	
              7.

            	
              Conditions
                of Parties’ Obligations.

            


    

     

    7.1           Parent
      and Acquisition Corp. Obligations.  The obligations of Parent
      and Acquisition Corp. under this Agreement, the Certificate of Merger and the
      Statement of Merger are subject to the fulfillment at or prior to the Closing
      of
      the following conditions, any of which may be waived, in whole or in part,
      by
      Parent.

     

    (a)           Accuracy
      of Representations.  The representations and warranties of
      the Company set forth in this Agreement  (excluding any representation
      or warranty that refers specifically to “the date of this Agreement,” “the date
      hereof” or any other date other than the Closing Date) shall be accurate in all
      material respects as of the Closing Date as if made on and as of the Closing
      Date (it being understood that, for purposes of determining the accuracy of
      such
      representations and warranties, (i) any update of or modification to the
      Company Disclosure Schedule made or purported to have been made after the date
      of this Agreement shall be disregarded, (ii) any inaccuracy that does not have
      a
      Material Adverse Effect on the Company shall be disregarded, (iii) any
      inaccuracy that results from or relates to general business or economic
      conditions shall be disregarded, (iv) any inaccuracy that results from or
      relates to conditions generally affecting the industry in which the Company
      competes shall be disregarded, (v) any inaccuracy that results from or relates
      to the announcement or pendency of the Merger or any of the other transactions
      contemplated by this Agreement shall be disregarded, and (vi) any inaccuracy
      that results from or relates to the taking of any action contemplated by this
      Agreement shall be disregarded).

     

    (b)           Compliance
      with Agreement.  The Company shall have performed and
      complied in all material respects with all agreements and conditions required
      by
      this Agreement to be performed or complied with by it on or before the Closing
      Date and this Agreement and the Merger shall have been duly authorized by the
      Board of Directors of the Company and, to the

     


    
      
        
        

      

      
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    extent
      required by the DGCL, have been approved by the requisite vote of the
      Stockholders, and all of the corporate acts and other proceedings required
      for
      the due and valid authorization, execution, delivery and performance of the
      Merger Documents and the consummation of the Merger have been validly and
      appropriately taken, except for the filing of the Certificate of Merger, which
      shall be filed upon or promptly after the Closing.

     

    (c)           No
      Default or Adverse Change.  There shall not exist on the
      Closing Date any Default or Event of Default or any event or condition that,
      with the giving of notice or lapse of time, or both, would constitute a Default
      or Event of Default, and since the Balance Sheet Date, there shall have been
      no
      Material Adverse Change in the Condition of the Company.

     

    (d)           The
      Company shall have delivered to Parent a certificate dated the Closing Date,
      executed on its behalf by Charles Killpack, the President and Chief Executive
      Officer of the Company, certifying the satisfaction of the conditions specified
      in paragraphs (a), (b) and (c) of this Section 7.1.

     

    (e)           No
      Restraining Action.  No action or proceeding before any
      court, governmental body or agency shall have been threatened, asserted or
      instituted to restrain or prohibit, or to obtain substantial damages in respect
      of, this Agreement or the Certificate of Merger or the carrying out of the
      transactions contemplated by the Merger Documents.

     

    (f)           Supporting
      Documents.  Parent and Acquisition Corp. shall have received
      the following:

     

    (i)           Copies
      of resolutions of the Board of Directors and the Stockholders of the Company,
      certified by the Secretary of the Company, authorizing and approving the
      execution, delivery and performance of the Merger Documents and all other
      documents and instruments to be delivered pursuant hereto and
      thereto.

     

    (ii)           A
      certificate of incumbency executed by the Secretary of the Company certifying
      the names, titles and signatures of the officers authorized to execute any
      documents referred to in this Agreement and further certifying that the
      Certificate of Incorporation and Bylaws of the Company delivered to Parent
      and
      Acquisition Corp. at the time of the execution of this Agreement have been
      validly adopted and have not been amended or modified.

     

    (iii)           A
      certificate, dated the Closing Date, executed by the Company’s Secretary,
      certifying that, except for the filing of the Statement of Merger and
      Certificate of Merger: (i) all consents, authorizations, orders and approvals
      of, and filings and registrations with, any court, governmental body or
      instrumentality that are required for the execution and delivery of this
      Agreement, the Certificate of Merger and the consummation of the Merger shall
      have been duly made or obtained, and all material consents by third parties
      that
      are required for the Merger have been obtained; and (ii) no action or proceeding
      before any court, governmental body or agency has been threatened, asserted
      or
      instituted to restrain or prohibit, or to obtain substantial damages in respect
      of, this Agreement, the Statement of Merger, the Certificate of Merger or the
      carrying out of the transactions contemplated by the Merger
      Documents.

     


    
      
        
        

      

      
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    (iv)           Evidence
      as of a recent date of the good standing and corporate existence of the Company
      issued by the Secretary of State of the State of Delaware and evidence that
      the
      Company is qualified to transact business as a foreign corporation and is in
      good standing in each other state of the United States and in each other
      jurisdiction where the character of the property owned or leased by it or the
      nature of its activities makes such qualification necessary.

     

    (v)           No
      more than 15% of the Stockholders of the Company shall have voted against the
      Merger or shall have demanded or exercised their appraisal rights pursuant
      Section 262 of the DGCL.

     

    (vi)           Termination
      Agreements in the form previously delivered to Parent causing the termination
      of
      all warrants to purchase shares of the Company’s Series B-1 Preferred Stock and
      Series C Preferred Stock.

     

    (vii)           Such
      additional supporting documentation and other information with respect to the
      transactions contemplated hereby as Parent and Acquisition Corp. may reasonably
      request.

     

    (g)           Registration
      Rights Agreement.  Parent shall have entered into a
      Registration Rights Agreement with each of the Stockholders on substantially
      the
      terms set forth in the form of agreement attached as Exhibit
      F.

     

    (h)           Proceedings
      and Documents.  All corporate and other proceedings and
      actions taken in connection with the transactions contemplated hereby and all
      certificates, opinions, agreements, instruments and documents mentioned herein
      or incident to any such transactions shall be reasonably satisfactory in form
      and substance to Parent and Acquisition Corp.  The Company shall
      furnish to Parent and Acquisition Corp. such supporting documentation and
      evidence of the satisfaction of any or all of the conditions precedent specified
      in this Section 7.1 as Parent or its counsel may reasonably
      request.

     

    7.2           Company
      Obligations.  The obligations of the Company under this
      Agreement, the Certificate of Merger and the Statement of Merger are subject
      to
      the fulfillment at or prior to the Closing of the following conditions, and
      of
      which may be waived, in whole or in part, by the Company:

     

    (a)           Accuracy
      of Representations.  The representations and warranties of
      Parent and Acquisition Corp. set forth in this Agreement (excluding any
      representation or warranty that refers specifically to “the date of this
      Agreement,” “the date hereof” or any other date other than the Closing Date)
      shall be accurate in all material respects as of the Closing Date as if made
      on
      and as of the Closing Date (it being understood that, for purposes of
      determining the accuracy of such representations and warranties, (i) any
      update of or modification to the Parent Company Disclosure Schedule made or
      purported to have been made after the date of this Agreement shall be
      disregarded, (ii) any inaccuracy that does not have a Material Adverse Effect
      on
      the Parent or any subsidiary of the Parent shall be disregarded, (iii) any
      inaccuracy that results from or relates to general business or economic
      conditions shall be disregarded, (iv) any inaccuracy that results from or
      relates to conditions generally affecting the industry in which the

     


    
      
        
        

      

      
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    Parent
      competes shall be disregarded, and (v) any inaccuracy that results from or
      relates to the taking of any action contemplated by this Agreement shall be
      disregarded)

     

    (b)           Compliance
      with Agreement.  Parent and Acquisition Corp. shall have
      performed and complied in all material respects with all agreements and
      conditions required by this Agreement and the Certificate of Merger to be
      performed or complied with by them on or before the Closing Date.

     

    (c)           No
      Default or Adverse Change.  There shall not exist on the
      Closing Date any Default or Event of Default or any event or condition, that
      with the giving of notice or lapse of time, or both, would constitute a Default
      of Event of Default, and since the Parent Balance Sheet Date, there shall have
      been no Material Adverse Change in the Condition of the Parent.

     

    (d)           Certificate
      of Officer.  Parent and Acquisition Corp. shall have
      delivered to the Company a certificate dated the Closing Date, executed on
      their
      behalf by their respective President and CEO, certifying the satisfaction of
      the
      conditions specified in paragraphs (a), (b), and (c) of this Section
      7.2.

     

    (e)           Supporting
      Documents.  The Company shall have received the
      following:

     

    (1)           Copies
      of resolutions of Parent’s and Acquisition Corp.’s respective boards of
      directors and the sole shareholder of Acquisition Corp., certified by their
      respective Secretaries, authorizing and approving, to the extent applicable,
      the
      execution, delivery and performance of this Agreement, the Statement of Merger,
      the Certificate of Merger, the Certificate of Amendment and all other documents
      and instruments to be delivered by them pursuant hereto and
      thereto.

     

    (2)           A
      certificate of incumbency executed by the respective Secretaries of Parent
      and
      Acquisition Corp. certifying the names, titles and signatures of the officers
      authorized to execute the documents referred to in paragraph (1) above and
      further certifying that the articles or certificates of incorporation and Bylaws
      of Parent and Acquisition Corp. appended thereto have not been amended or
      modified.

     

    (3)           A
      certificate, dated the Closing Date, executed by the Secretary of each of the
      Parent and Acquisition Corp., certifying that, except for the filing of the
      Certificate of Merger: (i) all consents, authorizations, orders and approvals
      of, and filings and registrations with, any court, governmental body or
      instrumentality that are required for the execution and delivery of this
      Agreement, the Certificate of Merger, the Certificate of Merger, the Certificate
      of Amendment and the consummation of the Merger shall have been duly made or
      obtained, and all material consents by third parties required for the Merger
      have been obtained; and (ii) no action or proceeding before any court,
      governmental body or agency has been threatened, asserted or instituted to
      restrain or prohibit, or to obtain substantial damages in respect of, this
      Agreement or the Certificate of Merger or the carrying out of the transactions
      contemplated by any of the Merger Documents.

     


    
      
        
        

      

      
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    (4)           Evidence
      as of a recent date of the good standing and corporate existence of the Parent
      made available to the Company by the Secretary of State of
      Colorado.

     

    (5)           Evidence
      as of a recent date of the good standing and corporate existence of Acquisition
      Corp. issued by the Secretary of State of Colorado.

     

    (6)           No
      more than 15% of the Stockholders of the Company shall have voted against the
      Merger or shall have demanded or exercised their appraisal rights pursuant
      Section 262 of the DGCL.

     

    (7)           Such
      additional supporting documentation and other information with respect to the
      transactions contemplated hereby as the Company may reasonably
      request.

     

    (f)           Registration
      Rights Agreement.  Each of the Stockholders shall enter into
      a Registration Rights Agreement on substantially the terms set forth in the
      form
      of agreement attached as Exhibit F.

     

    (g)           Proceedings
      and Documents.  All corporate and other proceedings and
      actions taken in connection with the transactions contemplated hereby and all
      certificates, opinions, agreements, instruments and documents mentioned herein
      or incident to any such transactions shall be satisfactory in form and substance
      to the Company.  Parent and Acquisition Corp. shall furnish to the
      Company such supporting documentation and evidence of satisfaction of any or
      all
      of the conditions specified in this Section 7.2 as the Company may reasonably
      request.

     

    
      	
              8.

            	
              Survival
                of Representations and Warranties;
                Indemnification.

            


    

     

    (a)           Company
      Representations. Except as set forth below, the representations and
      warranties of the Company made in Section 2 of this Agreement (including the
      applicable Company Disclosure Schedules to the Agreement which are hereby
      incorporated by reference) shall survive for one (1) year beyond the Effective
      Time.  Notwithstanding the foregoing, the representations and
      warranties set forth in Sections 2.1, 2.3 and 2.5 shall survive until the date
      that is 60 trading days following the Trigger Date.

     

    (b)           Company
      Indemnification.  Notwithstanding Section 8(a) above, the
      aggregate maximum amount of damages that may be recovered by the Parent or
      Acquisition Corp.  arising out of or in connection with the breach of
      any of the representations and warranties of the Company made in Section 2
      of
      this Agreement shall not exceed $550,000.  This Section 8 shall not
      limit any claim for fraud or for breach of any covenant or agreement of the
      parties which by its terms contemplates performance after the Effective
      Time.  In the event of a breach for which indemnity if available
      pursuant to this Section 8(b), the Company shall be entitled to compensate
      Parent or Acquisition Corp. either with cash or by returning shares of common
      stock of the Parent issued pursuant to this Agreement, which shares shall be
      valued for purposes of such indemnification claim at the Parent Stock
      Value.

     


    
      
        
        

      

      
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    (c)           Parent
      and Acquisition Corp. Representations. Except as set forth below, the
      representations and warranties of the Parent and the Acquisition Corp. made
      in
      Section 3 of this Agreement shall survive for one (1) year beyond the Effective
      Time; provided, however, that the one-year survival period shall be
      extended by the Delay Period (as defined in Section 1.8(a)
      above).  Notwithstanding the foregoing, the representations
      and warranties set forth in Sections 3.1, 3.2, 3.4, and 3.6 shall survive until
      the date that is 60 trading days following the Trigger Date.

     

    (d)           Parent
      and Acquisition Corp. Indemnification.  Notwithstanding
      Section 8(c) above, the aggregate maximum amount of damages that may be
      recovered by the Company arising out of or in connection with the breach of
      any
      of the representations and warranties of the parties made in Section 3 of this
      Agreement shall not exceed $550,000.  This Section 8(d) shall not
      limit any claim for fraud or for breach of any covenant or agreement of the
      parties which by its terms contemplates performance after the Effective
      Time.

     

    
      	
              9.

            	
              Amendment
                of Agreement.

            


    

     

    This
      Agreement, the Certificate of Merger, and the Statement of Merger may be amended
      or modified at any time in all respects by an instrument in writing executed
      (i)
      in the case of this Agreement by the parties hereto; and (ii) in the case of
      the
      Certificate of Merger and Statement of Merger by the parties
      thereto.

     

    
      	
              10.

            	
              Definitions.

            


    

     

    Unless
      the context otherwise requires, the terms defined in this Section 10 shall
      have
      the meanings herein specified for all purposes of this Agreement, applicable
      to
      both the singular and plural forms of any of the terms herein
      defined.

     

    “Acquisition
      Corp.” means Pixx Acquisition Corp., a Delaware
      corporation.

     

    “Acquisition
      Proposal” shall have the meaning assigned to such term in each of
      Section 5.1(e) hereof.

     

    “Affiliate”
      shall mean any Person that directly or indirectly controls, is controlled by,
      or
      is under common control with, the indicated Person.

     

    “Agreement”
      shall mean this Agreement.

     

    “Average
      Closing Price” shall mean the average daily closing price of the
      Parent Common Stock for the 20 trading days ending two days prior to the
      Closing.

     

    “Balance
      Sheet” and “Balance Sheet Date” shall
      have the meanings assigned to such terms in Section 2.9 hereof.

     

    “CBCA”
      shall have the meaning assigned to it in the second recital hereof.

     

    “Certificate
      of Merger” shall have the meaning assigned to it in the second
      recital hereof.

     


    
      
        
        

      

      
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    “Closing”
      and “Closing Date” shall have the meanings assigned to
      such terms in Section 11 hereof.

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended.

     

    “Commission”
      shall mean the U.S. Securities and Exchange Commission.

     

    “Company”
      shall mean Pixxures, Inc., a Delaware corporation.

     

    “Company
      Common Stock” shall have the meaning assigned to it in Section
      1.5(a)(ii) hereof.

     

    Company
      Disclosure Schedule shall have the meaning assigned to it in
      Section 2 hereof.

     

    “Company
      Employee Benefit Plans” shall have the meaning assigned to it in
      Section 2.17 hereof.

     

    “Company
      Preferred Stock” shall have the meaning assigned to it in Section
      1.5(a)(iii) hereof.

     

    “Company
      Stock” shall have the meaning assigned to it in Section
      1.5(b).

     

    “Condition
      of the Company” shall have the meaning assigned to it in Section
      2.2 hereof.

     

    “Condition
      of the Parent” shall have the meaning assigned to it in Section
      3.13 hereof.

     

    “Constituent
      Corporations” shall have the meaning assigned to it in Section 1.4
      hereof.

     

    “Default”
      shall mean a default or failure in the due observance or performance of any
      covenant, condition or agreement on the part of the Company, Parent, or
      Acquisition Corp. to be observed or performed under the terms of this Agreement,
      or any  Merger Document, if such default or failure in performance
      shall remain unremedied for five (5) days (or such longer period if otherwise
      specified in this Agreement).

     

    “DGCL”
      shall have the meaning assigned to it in the second recital hereof.

     

    “Effective
      Time” shall have the meaning assigned to it in Section 1.2
      hereof.

     

    “Equity
      Security” shall mean any stock or similar security of an issuer or
      any security (whether stock or Indebtedness for Borrowed Money) convertible,
      with or without consideration, into any stock or similar equity security, or
      any
      security (whether stock or Indebtedness for Borrowed Money) carrying any warrant
      or right to subscribe to or purchase any stock or similar security, or any
      such
      warrant or right.

     

    “ERISA”
      shall have the meaning assigned to it in Section 2.17 hereof.

     

    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as
      amended.

     


    
      
        
        

      

      
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    “Event
      of Default” shall mean (a) the failure of the Company, Parent, or
      Acquisition Corp. to pay any Indebtedness for Borrowed Money, or any interest
      or
      premium thereon, within five (5) days after the same shall become due, whether
      such Indebtedness shall become due by scheduled maturity, by required
      prepayment, by acceleration, by demand or otherwise, (b) an event of default
      under any agreement or instrument evidencing or securing or relating to any
      such
      Indebtedness, or (c) the failure of the Company, Parent, or Acquisition Corp.
      to
      perform or observe any material term, covenant, agreement or condition on its
      part to be performed or observed under any agreement or instrument evidencing
      or
      securing or relating to any such Indebtedness when such term, covenant or
      agreement is required to be performed or observed.

     

    “GAAP”
      shall have the meaning assigned to it in Section 2.9 hereof.

     

    “Indebtedness”
      shall mean any obligation of the Company, Parent, or Acquisition Corp. which
      under generally accepted accounting principles is required to be shown on the
      balance sheet of the Company, Parent, or Acquisition Corp., respectively, as
      a
      liability. Any obligation secured by a Lien on, or payable out of the proceeds
      of production from, property of the Company, Parent, or Acquisition Corp.,
      shall
      be deemed to be Indebtedness of the respective entity even though such
      obligation is not assumed by the such entity.

     

    “Indebtedness
      for Borrowed Money” shall mean (a) all Indebtedness in respect of
      money borrowed including, without limitation, Indebtedness which represents
      the
      unpaid amount of the purchase price of any property and is incurred in lieu
      of
      borrowing money or using available funds to pay such amounts and not
      constituting an account payable or expense accrual incurred or assumed in the
      ordinary course of business of the Company, Parent, or Acquisition Corp.,
      respectively, (b) all Indebtedness evidenced by a promissory note, bond or
      similar written obligation to pay money of the Company, Parent, or Acquisition
      Corp., respectively ,or (c) all such Indebtedness guaranteed by the of the
      Company, Parent, or Acquisition Corp., respectively, or for which the of the
      Company, Parent, or Acquisition Corp., respectively, is otherwise contingently
      liable.

     

    “Initial
      Registration Statement” shall have the meaning assigned to it in
      Section 1.8(a) hereof.

     

    “Investment
      Company Act” shall mean the Investment Company Act of 1940, as
      amended.

     

    “knowledge”
      and “know” means, when referring to any person or
      entity, the actual knowledge of such person or entity of a particular matter
      or
      fact, and what that person or entity would have reasonably known after due
      inquiry. An entity will be deemed to have “knowledge” of a particular fact or
      other matter if any individual who is serving, or who has served, as an
      executive officer of such entity has actual “knowledge” of such fact or other
      matter, or had actual “knowledge” during the time of such service of such fact
      or other matter, or would have had “knowledge” of such particular fact or matter
      after due inquiry.

     

    “Letter
      of Transmittal” shall have the meaning assigned to it in Section 4
      hereof.

     

    “Lien”
      shall mean any mortgage, pledge, security interest, encumbrance, lien or charge
      of any kind, including, without limitation, any conditional sale or other title
      retention agreement,

     


    
      
        
        

      

      
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    any
      lease
      in the nature thereof and the filing of or agreement to give any financing
      statement under the Uniform Commercial Code of any jurisdiction and including
      any lien or charge arising by statute or other law.

     

    “Material
      Adverse Change” means, with respect to any Person, an adverse
      change in the financial condition or results of operations of the Person since
      the date of this Agreement; provided, however, that for purposes of
      determining whether there shall have been any such material adverse change,
      (i)
      any adverse change resulting from or relating to general business or economic
      conditions shall be disregarded, (ii) any adverse change resulting from or
      relating to conditions generally affecting the industry in which the Person
      competes shall be disregarded, (iii) any adverse change resulting from or
      relating to the announcement or pendency of the Merger or any of the other
      transactions contemplated by this Agreement shall be disregarded, and (iv)
      any
      adverse change resulting from or relating to the taking of any action
      contemplated by this Agreement shall be disregarded.

     

    “Merger”
      shall have the meaning assigned to it in the first recital hereof.

     

    “Merger
      Documents” shall have the meaning assigned to it in Section 2.5
      hereof.

     

    “Parent”
      shall mean Xedar Corporation, a Colorado corporation.

     

    “Parent
      Balance Sheet” and “Parent Balance Sheet
      Date” shall have the meanings assigned to them in Section 3.13
      hereof.

     

    “Parent
      Common Stock” shall have the meaning assigned to it in Section 3.4
      hereof.

     

    “Parent
      Employee Benefit Plans” shall have the meaning assigned to it in
      Section 3.16 hereof.

     

    “Parent
      Financial Statements” shall have the meaning assigned to it in
      Section 3.8 hereof.

     

    “Parent
      SEC Documents” shall have the meaning assigned to it in Section
      3.7(b) hereof.

     

    “Parent
      Stock
      Value” shall mean the average daily closing price of the Parent
      Common Stock for the 20 trading days ending two days prior to the
      Closing.

     

    “Patent
      and Trademark Rights” shall have the meaning assigned to it in
      Section 2.15 hereof.

     

    “Permitted
      Liens” shall mean (a) Liens for taxes and assessments or
      governmental charges or levies not at the time due or in respect of which the
      validity thereof shall currently be contested in good faith by appropriate
      proceedings; (b) Liens in respect of pledges or deposits under workmen’s
      compensation laws or similar legislation, carriers’, warehousemen’s, mechanics’,
      laborers’ and materialmens’ and similar Liens, if the obligations secured by
      such Liens are not then delinquent or are being contested in good faith by
      appropriate proceedings; and (c) Liens incidental to the conduct of the business
      of the Company that were not incurred in connection with the borrowing of money
      or the obtaining of advances or credits and which do

     


    
      
        
        

      

      
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    not
      in
      the aggregate materially detract from the value of its property or materially
      impair the use made thereof by the Company in its business.

     

    “Person”
      shall include all natural persons, corporations, business trusts, associations,
      limited liability companies, partnerships, joint ventures and other entities
      and
      governments and agencies and political subdivisions.

     

    “Securities
      Act” shall mean the Securities Act of 1933, as
      amended.

     

    “Series
      B-1 Conversion Ratio” shall mean the quotient obtained by dividing
      (a)(i) $1,943,607.10 divided by (ii) the Average Closing Price, by (b) the
      number of shares of Series B-1 Preferred Stock outstanding as of the Closing
      Date [28,467,138].

     

    “Series
      C Conversion Ratio” shall mean the quotient obtained by dividing
      (a)(i) $3,171,392.90 divided by (ii) the Average Closing Price, by (b) the
      number of shares of Series C Preferred Stock outstanding as of the Closing
      date
      [18,849,959].

     

    “Statement
      of Merger” shall have the meaning assigned to it in the second
      recital hereof.

     

    “Stockholders”
      shall mean all of the holders of Series B-1 Preferred Stock and Series C
      Preferred Stock.

     

    “Surviving
      Corporation” shall have the meaning assigned to it in Section 1.1
      hereof.

     

    “Tax”
      or “Taxes” shall mean (a) any and all taxes,
      assessments, customs, duties, levies, fees, tariffs, imposts, deficiencies
      and
      other governmental charges of any kind whatsoever (including, but not limited
      to, taxes on or with respect to net or gross income, franchise, profits, gross
      receipts, capital, sales, use, ad valorem, value added, transfer, real property
      transfer, transfer gains, transfer taxes, inventory, capital stock, license,
      payroll, employment, social security, unemployment, severance, occupation,
      real
      or personal property, estimated taxes, rent, excise, occupancy, recordation,
      bulk transfer, intangibles, alternative minimum, doing business, withholding
      and
      stamp), together with any interest thereon, penalties, fines, damages costs,
      fees, additions to tax or additional amounts with respect thereto, imposed
      by
      the United States (federal, state or local) or other applicable jurisdiction;
      (b) any liability for the payment of any amounts described in clause (a) as
      a
      result of being a member of an affiliated, consolidated, combined, unitary
      or
      similar group or as a result of transferor or successor liability, including,
      without limitation, by reason of Regulation section 1.1502-6; and (c) any
      liability for the payments of any amounts as a result of being a party to any
      Tax Sharing Agreement or as a result of any express or implied obligation to
      indemnify any other Person with respect to the payment of any amounts of the
      type described in clause (a) or (b).

     

    “Tax
      Return” shall include all returns and reports (including
      elections, declarations, disclosures, schedules, estimates and information
      returns (including Form 1099 and partnership returns filed on Form 1065)
      required to be supplied to a Tax authority relating to Taxes.

     

    “Trigger
      Date” shall have the meaning assigned to it in Section 1.8(a)
      hereof.

     


    
      
        
        

      

      
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    11.           Closing.

     

    The
      closing of the Merger (the “Closing”) shall occur
      immediately following the fulfillment of the closing conditions set forth in
      Section 7 hereof (the “Closing Date”).  The
      Closing shall occur at the offices of Castle Meinhold & Stawiarski LLC,
      referred to in Section 13.1 hereof.  Parent will deliver at such
      Closing to the Company the officers’ certificate referred to in Section 7.2
      hereof and the Company will deliver to Parent the officers’ certificate referred
      to in Section 7.1 hereof.  All of the other documents, certificates
      and agreements referenced in Section 7 will also be executed and delivered
      as
      described therein.  At the Effective Time, all actions to be taken at
      the Closing shall be deemed to be taken simultaneously.

     

    
      	
              12.

            	
              Termination
                Prior to Closing.

            


    

     

    12.1           Termination
      of Agreement.  This Agreement may be terminated at any time
      prior to the Closing:

     

    (a)           By
      the mutual written consent of the Company, Acquisition Corp. and
      Parent;

     

    (b)           By
      the Company, if Parent or Acquisition Corp. (i) fails to perform in any material
      respect any of its agreements contained herein required to be performed by
      it on
      or prior to the Closing Date, (ii) materially breaches any of its
      representations, warranties or covenants contained herein, which failure or
      breach is not cured within thirty (30) days after the Company has notified
      Parent and Acquisition Corp. of its intent to terminate this Agreement pursuant
      to this paragraph (b);

     

    (c)           By
      Parent and Acquisition Corp., if the Company (i) fails to perform in any
      material respect any of its agreements contained herein required to be performed
      by it on or prior to the Closing Date, (ii) materially breach any of its
      representations, warranties or covenants contained herein, which failure or
      breach is not cured within thirty (30) days after Parent or Acquisition Corp.
      has notified the Company of its intent to terminate this Agreement pursuant
      to
      this paragraph (c);

     

    (d)           By
      either the Company, on the one hand, or Parent and Acquisition Corp., on the
      other hand, if there shall be any order, writ, injunction or decree of any
      court
      or governmental or regulatory agency binding on Parent, Acquisition Corp. or
      the
      Company, which prohibits or materially restrains any of them from consummating
      the transactions contemplated hereby; provided, that the parties hereto shall
      have used their best efforts to have any such order, writ, injunction or decree
      lifted and the same shall not have been lifted within ninety (90) days after
      entry, by any such court or governmental or regulatory agency; or

     

    (e)           By
      either the Company, on the one hand, or Parent and Acquisition Corp., on the
      other hand, if the Closing has not occurred on or prior to October 31, 2007,
      for
      any reason other than delay or nonperformance of the party seeking such
      termination.

     

    12.2           Termination
      of Obligations.  Termination of this Agreement pursuant to
      this Section 12 shall terminate all obligations of the parties hereunder, except
      for the obligations under Sections 6.1, 13.3 and 13.9; provided, however, that
      termination pursuant to paragraphs

     


    
      
        
        

      

      
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    (b)
      or
      (c) of Section 12.1 shall not relieve the defaulting or breaching party or
      parties from any liability to the other parties hereto.

     

    
      	
              13.

            	
              Miscellaneous.

            


    

     

    13.1           Notices.  Any
      notice, request or other communication hereunder shall be given in writing
      and
      shall be served either personally by overnight delivery or delivered by mail,
      certified return receipt and addressed to the following addresses:

     

    
      
        	
                
                  If
                    to Parent or Acquisition Corp.:

                

              	
                
                  Xedar
                    Corporation.

                

              


      

       

    

    
      	
               

            	
              8310
                South Valley Highway, Suite 220

            


    

     

    
      	
               

            	
              Englewood,
                CO 80112

            


    

     

    
      	
               

            	
              Attention:  Hugh
                H. Williamson, III

            


    

     

    
      	
               

            	
              President
                and CEO

            


    

     

    
      	
               

            	
              With
                a copy to:

            	
              Castle
                Meinhold & Stawiarski, LLC

            


    

     

    
      	
               

            	
              999
                18th
                Street, Suite 2201

            


    

     

    
      	
               

            	
              Denver,
                CO 80220

            


    

     

    
      	
               

            	
              Attention:  Thomas
                S. Smith, Esq.

            


    

     

    
      	
               

            	
              If
                to the Company:

            	
              Pixxures,
                Inc.

            


    

     

    
      	
               

            	
              15000
                West 64th
                Street

            


    

     

    
      	
               

            	
              Arvada,
                CO  80007

            


    

     

    
      	
               

            	
              Attention:  Charles
                Killpack

            


    

     

    
      	
               

            	
              President
                and CEO

            


    

     

    
      	
               

            	
              With
                a copy to:

            	
              Cooley
                Godward Kronish LLP

            


    

     

    
      	
               

            	
              380
                Interlocken Crescent, Suite 900

            


    

     

    
      	
               

            	
              Broomfield,
                CO  80021

            


    

     

    
      	
               

            	
              Attention:  Michael
                L. Platt, Esq.

            


    

     

    Notices
      shall be deemed received at the earlier of actual receipt or three (3) business
      days following mailing. Counsel for a party (or any authorized representative)
      shall have authority to accept delivery of any notice on behalf of such
      party.

     

    13.2           Entire
      Agreement.  This Agreement, including the schedules and
      exhibits attached hereto and other documents referred to herein, contains the
      entire understanding of the parties hereto with respect to the subject matter
      hereof.  This Agreement supersedes all prior agreements and
      undertakings between the parties with respect to such subject
      matter.

     

    13.3           Expenses.  Each
      party shall bear and pay all of the legal, accounting and other expenses
      incurred by it in connection with the transactions contemplated by this
      Agreement.

     

    13.4           Time.  Time
      is of the essence in the performance of the parties’ respective obligations
      herein contained.

     

    13.5           Severability.  Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    prohibition
      or unenforceability without invalidating the remaining provisions hereof, and
      any such prohibition or unenforceability in any jurisdiction shall not
      invalidate or render unenforceable such provision in any other
      jurisdiction.

     

    13.6           Successors
      and Assigns.  This Agreement shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors, assigns
      and heirs.

     

    13.7           No
      Third Parties Benefited.  This Agreement is made and entered
      into for the sole protection and benefit of the parties hereto, their
      successors, assigns and heirs, and no other Person shall have any right or
      action under this Agreement.

     

    13.8           Counterparts.  This
      Agreement may be executed in one or more counterparts, with the same effect
      as
      if all parties had signed the same document.  Each such counterpart
      shall be an original, but all such counterparts together shall constitute a
      single agreement.

     

    13.9           Governing
      Law.  This Agreement shall be governed by and construed and
      enforced in accordance with the laws of the State of Colorado.  The
      parties to this Agreement agree that any breach of any term or condition of
      this
      Agreement or the transactions contemplated hereby shall be deemed to be a breach
      occurring in the State of Colorado by virtue of a failure to perform an act
      required to be performed in the State of Colorado.  The parties to
      this Agreement irrevocably and expressly agree to submit to the jurisdiction
      of
      the courts of the State of Colorado for the purpose of resolving any disputes
      among the parties relating to this Agreement or the transactions contemplated
      hereby.  The parties irrevocably waive, to the fullest extent
      permitted by law, any objection which they may now or hereafter have to the
      laying of  venue of any suit, action or proceeding arising out of or
      relating to this Agreement and the transactions contemplated hereby, or any
      judgment entered by any court in respect hereof brought in Denver, Colorado,
      and
      further irrevocably waive any claim that any suit, action or proceeding brought
      in Denver, Colorado has been brought in an inconvenient forum. With respect
      to
      any action before the above courts, the parties hereto agree to service of
      process by certified or registered United States mail, postage prepaid,
      addressed to the party in question.

     

    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the parties hereto have executed this Agreement to be
      binding and effective as of the day and year first above written.

     

    
      	
               

            	
              PARENT

            


    

    


    
      	
               

            	
              Xedar
                Corporation, a

            


    

    
      	
               

            	
              Colorado
                corporation

            


    

    


    


    
      	
              By:   
                

            	
              /s/
                Hugh H. Williamson, III

            	 


    

    
      	
               

            	
                     
                Hugh H. Williamson, III, President and
                CEO

            


    

    


    


    
      	
               

            	
              ACQUISITION
                CORP.

            


    

    


    
      	
               

            	
              Pixx
                Acquisition Corp., a

            


    

    
      	
               

            	
              Colorado
                corporation

            


    

    


    


    
      	
              By:   
                

            	
              /s/
                Hugh H. Williamson, III

            	 


    

    
      	
               

            	
                    
                 Hugh H. Williamson, III, President and
                CEO

            


    

    


    


    
      	
               

            	
              COMPANY

            


    

    


    
      	
               

            	
              Pixxures,
                Inc., a

            


    

    
      	
               

            	
              Delaware
                corporation

            


    

    


    


    
      	
              By:  
                

            	
              /s/
                Charles Killpack

            	 


    

    
      	
               

            	
                     
                Charles Killpack, Chief Executive
                Officer

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    CERTIFICATE
      OF MERGER

    OF

    PIXX
      ACQUISITION CORP.,

    A
      DELAWARE CORPORATION

    INTO

    PIXXURES,
      INC.,

    A
      DELAWARE CORPORATION

     

     

    The
      undersigned corporation, organized and existing under and by virtue of the
      Delaware General Corporation Law, does hereby certify as follows:

     

    
      	
            	
              1.

            	
              The
                name and state of incorporation of the constituent corporations are
                as
                follows:

            


    

     

                   
      Name                                                                          State
      of Incorporation

     

    Pixxures,
      Inc.                                                                                                
Delaware

     

    Pixx
      Acquisition
      Corp.                                                                                 
 Delaware

     

    
      	
            	
              2.

            	
              An
                agreement of merger has been approved, adopted, certified, executed
                and
                acknowledged by each of the constituent corporations in accordance
                with
                Section 251 of the Delaware General Corporation
                Law.

            


    

     

    
      	
            	
              3.

            	
              The
                name of the surviving corporation is: Pixxures,
                Inc.

            


    

     

    
      	
            	
              4.

            	
              The
                Certificate of Incorporation of Pixxures, Inc., a Delaware corporation,
                shall be amended and restated in its entirety as set forth in
                Exhibit A hereto as a result of the merger, and
                as
                amended and restated, shall be the certificate of incorporation of
                the
                surviving corporation.

            


    

     

    
      	
            	
              5.

            	
              The
                executed agreement of merger is on file at the following place of
                business
                of the surviving corporation located at 8310 South Valley Highway,
                Suite
                220, Englewood, CO 80112.

            


    

     

    
      	
            	
              6.

            	
              A
                copy of the agreement of merger will be furnished by the surviving
                corporation, on request and without cost, to any stockholder of either
                constituent corporation.

            


    

    


     [Signature
      Page Follows]


    
      
        
        

      

      
        Exhibit
          A - 1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has signed his name and affirmed that this
      instrument is the act and deed of the corporation and that the statements herein
      are true, under penalties of perjury, this _____ day of September,
      2007.

    


    


    Pixxures,
      Inc.,

    a
      Delaware corporation

    


    


    By:                                                                           

            Charles
      L. Killpack, President

     

     

     


    
      
        
        

      

      
        Exhibit
          A - 2

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    [Amended
      and Restated Certificate of Incorporation]


    
      
        
        

      

      
        Exhibit
          A - 3

        
          

        

      

      
        
        

      

    


    Exhibit
      B


     

    
       

      CERTIFICATE
        OF INCORPORATION

      OF

      PIXXURES,
        INC.

       

      


       

      ARTICLE
        I

       

      


      The
        name
        of the Corporation is: Pixxures, Inc.

       

      ARTICLE
        II

      


      The
        address of the registered office of the Corporation in the State of Delaware
        is
        2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle,
        Delaware  19808.  The name of its registered agent at that
        address is Corporation Service Company.

       

      ARTICLE
        III


      The
        purpose of the Corporation is to engage in any lawful act or activity for
        which
        a corporation may be organized under the General Corporation Law of
        Delaware.

       

      ARTICLE
        IV

       

      


      The
        sole
        initial director of the Corporation shall be:  Hugh H. Williamson,
        III, with a mailing address of: Xedar Corporation, 8310 South Valley Highway,
        Suite 220, Englewood, CO 80112.

       

      ARTICLE V

      


      The
        Corporation is authorized to issue 10,000 shares of capital stock in the
        aggregate.  The capital stock of the Corporation shall consist of a
        single class, designated "Common Stock," with a par
        value of $0.001 per share.

      



      
        
          
          

        

        
          Exdhibit
            B -1

          
            

          

        

        
          
          

        

      


      ARTICLE
        VI

      


      To
        the
        fullest extent permitted by the General Corporation Law of Delaware, as the
        same
        may be amended from time to time, a director of the Corporation shall not
        be
        personally liable to the Corporation or its stockholders for monetary damages
        for breach of fiduciary duty as a director.  If the General
        Corporation Law of Delaware is hereafter amended to authorize, with or without
        the approval of the Corporation's stockholders, further reductions in the
        liability of the Corporation's directors for breach of fiduciary duty, then
        a
        director of the Corporation shall not be liable for any such breach to the
        fullest extent permitted by the General Corporation Law of Delaware, as so
        amended.  Any repeal or modification of any of the foregoing
        provisions of this Article VI, by amendment of this Article VI or by operation
        of law, shall not adversely affect any right or protection of a director
        of the
        Corporation with respect to any acts or omissions of such director occurring
        prior to such repeal or modification.

       

      ARTICLE
        VII

      


      To
        the
        fullest extent permitted by applicable law, the Corporation is authorized
        to
        provide indemnification of (and advancement of expenses to) directors, officers,
        employees and other agents of the Corporation (and any other persons to which
        Delaware law permits the Corporation to provide indemnification or advancement
        of expenses), through bylaw provisions, agreements with any such director,
        officer, employee or other agent or other person, vote of stockholders or
        disinterested directors or otherwise, in excess of the indemnification and
        advancement otherwise permitted by Section 145 of the General Corporation
        Law of
        Delaware, subject only to limits created by applicable Delaware law (statutory
        or nonstatutory), with respect to actions for breach of duty to a corporation,
        its stockholders, and others.

      Any
        repeal or modification of any of the foregoing provisions of this Article
        VII,
        by amendment of this Article VII or by operation of law, shall not adversely
        affect any right or protection of a director, officer, employee or other
        agent
        of the Corporation or any such other person existing at the time of, or increase
        the liability of any such director, officer, employee, agent or other person
        with respect to any acts or omissions thereof occurring prior to such repeal
        or
        modification.

       

      ARTICLE
        VIII

      


      The
        Corporation is to have perpetual existence.

       

      ARTICLE
        IX

      


      The
        Corporation reserves the right to amend, alter, change or repeal any provision
        contained in this Certificate of Incorporation, and other provisions authorized
        by the laws of the State of Delaware at the time in force may be added or
        inserted, in the manner now or hereafter prescribed by statute, and all rights
        conferred upon stockholders herein are granted subject to this
        reservation.

       

      ARTICLE
        X

      


      In
        furtherance and not in limitation of the powers conferred by the laws of
        the
        State of Delaware, the Board of Directors of the Corporation is expressly
        authorized to adopt, amend or repeal the Bylaws of the Corporation, but the
        stockholders may adopt additional bylaws and may amend or repeal any bylaw
        whether adopted by them or otherwise.

      
 

      
        
          Exdhibit
            B -2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        XI

      


      The
        number of directors that will constitute the whole Board of Directors shall
        be
        designated in the Bylaws of the Corporation, but shall be not less than one
        (1).  Vacancies created by the resignation of one or more members of
        the Board of Directors and new directorships created in accordance with the
        Bylaws of the Corporation, may be filled by the vote of a majority, although
        less than a quorum, of the directors then in office or by a sole remaining
        director.  Elections of directors need not be by written ballot unless
        otherwise provided in the Bylaws of the Corporation.

       

      ARTICLE
        XII

      


      Meetings
        of stockholders may be held within or without the State of Delaware, as the
        Bylaws may provide.  Advance notice of new business and stockholder
        nominations for the election of Directors shall be provided in the manner
        and to
        the extent provided in the Bylaws of the Corporation.  Any action
        required by the General Corporation Law of Delaware to be taken at any annual
        or
        special meeting of stockholders of a corporation, or any action that may
        be
        taken at any annual or special meeting of such stockholders, may be taken
        without a meeting, without prior notice and without a vote, if a consent
        in
        writing, setting forth the action so taken, is signed by the holders of
        outstanding stock having not less than the minimum number of votes that would
        be
        necessary to authorize or take such action at a meeting at which all shares
        entitled to vote thereon were present and voted, provided, however, that
        an
        action by written consent to elect directors, unless such action is unanimous,
        may be in lieu of holding of an annual meeting only if all of the directorships
        to which directors could be elected at an annual meeting held at the effective
        time of such action are vacant and are filled by such action.

       

      ARTICLE
        XIII

      


      Stockholders
        of the Corporation shall not be entitled to cumulate their votes for the
        election of directors or any other matter submitted to a vote of the
        stockholders.

       

      ARTICLE
        XIV

       

      


      Preemptive
        rights shall not exist with respect to shares of capital stock or securities
        convertible into the capital stock of the Corporation, whether now or hereafter
        authorized; provided, however, that the Corporation may, by contract, grant
        to
        some or all of the Corporation's security holders preemptive rights to acquire
        securities of the Corporation.

       

      ARTICLE
        XV

       

      The
        books
        of the Corporation may be kept (subject to any statutory provision) outside
        the
        State of Delaware at such place or places as may be designated from time
        to time
        by the Board of Directors in the Bylaws of the Corporation.

      **********


      
        
          Exdhibit
            B -3

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      The
        undersigned hereby further declares and certifies under penalty of perjury
        that
        the facts set forth in the foregoing certificate are true and correct to
        the
        knowledge of the undersigned, and that this certificate is the act and deed
        of
        the undersigned.

      Executed
        on this ____ day of September, 2007

      


      


      
 

      By:  /s/
        Hugh H.
        Williamson                                                              

            
        Hugh H. Williamson, III, Director and authorized officer

      
        	 


      


      
        
          
          

        

        
          Exdhibit
            B -4

          
            

          

        

        
          
          

        

      



    Exhibit
      C 


     

     

    
 

    
       

      


      BYLAWS

       

      OF

       

      PIXXURES,
        INC.

       

       

      ARTICLE
        I

       

      CORPORATE
        OFFICES

       

      1.1           REGISTERED
        OFFICE

       

      The
        address of the registered office of the Corporation in the State of Delaware
        is
        2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle,
        Delaware  19808.  The name of its registered agent at that
        address is The Company Corporation.

       

      1.2           OTHER
        OFFICES

       

      The
        Corporation may also establish offices at any place or places where the
        Corporation is qualified to do business.

       

      ARTICLE
        II

       

      MEETINGS
        OF STOCKHOLDERS

       

      2.1           PLACE
        OF MEETINGS

       

      Meetings
        of stockholders shall be held at the principal office of the Corporation
        or any
        other location, within or outside the State of Delaware, designated by the
        Board
        of Directors.  Alternatively, the Board of Directors may, in its sole
        discretion, determine that the meeting shall not be held at any place, but
        shall
        instead be held solely by means of remote communication provided that (i)
        the
        Corporation shall implement reasonable measures to verify that each person
        deemed present and permitted to vote at the meeting by means of remote
        communication is a stockholder or proxyholder, (ii) the Corporation shall
        implement reasonable measures to provide such stockholders and proxyholders
        a
        reasonable opportunity to participate in the meeting and to vote on matters
        submitted to the stockholders, including an opportunity to read or hear the
        proceedings of the meeting substantially concurrently with such proceedings,
        and
        (iii) if any stockholder or proxyholder votes or takes other action at the
        meeting by means of remote communication, a record of such vote or other
        action
        shall be maintained by the Corporation.

       

      2.2           ANNUAL
        MEETING

       

      The
        annual meeting of stockholders shall be held each year on a date and at a
        time
        designated by the Board of Directors for the purpose of electing directors
        and
        transacting such other business as may properly come before the
        meeting.  In the absence of such designation, the annual meeting of
        stockholders shall be held each year within 120 days after the
        Corporation's


      
        
          
          

        

        
          Exhibit
            C - 1

          
            

          

        

        
          
          

        

      


      


       

      fiscal
        year end.  At the meeting, directors shall be elected and any other
        proper business may be transacted.

       

      2.3           SPECIAL
        MEETING

       

      A
        special
        meeting of the stockholders may be called at any time by the Board of Directors,
        the chairperson of the board, the president, 2 or more directors, or such
        other
        officers of the Corporation as may be directed by the Board of Directors
        to call
        a meeting, or by such person or persons as may be authorized by the Certificate
        of Incorporation.  No other person or persons are permitted to call a
        special meeting.  No business may be conducted at a special meeting
        other than the business brought before the meeting by the Board of , the
        chairperson of the board, the president, 2 or more directors, or such other
        officers of the Corporation as may be directed by the Board of Directors
        to call
        a meeting, or by such person or persons as may be authorized by the Certificate
        of Incorporation.

       

      2.4           NOTICE
        OF STOCKHOLDERS' MEETINGS

       

      All
        notices of meetings of the stockholders shall be in writing and shall be
        sent or
        otherwise given in accordance with Section 2.5 of these Bylaws not fewer
        than 10 nor more than 60 days before the date of the meeting to each stockholder
        entitled to vote at such meeting, except for any notice of a meeting to act
        on a
        plan of merger or consolidation, or on the sale, lease or exchange of all
        or
        substantially all of the Corporation's property and assets (including its
        goodwill and corporate franchises) which shall be given not fewer than 20
        nor
        more than 60 days in advance of such meeting.  The notice shall
        specify the place, if any, date, and hour of the meeting, the means of remote
        communication, if any, by which stockholders and proxyholders may be deemed
        to
        be present in person and vote at such meeting and, in the case of a special
        meeting, the purpose or purposes for which the meeting is called.

       

      2.5           MANNER
        OF GIVING NOTICE; AFFIDAVIT OF NOTICE

       

      Written
        notice of any meeting of stockholders, if mailed, is given when deposited
        in the
        United States mail, postage prepaid, directed to the stockholder at the address
        of such stockholder as it appears on the records of the
        Corporation.  Notice also shall be deemed given (i) if sent by
        facsimile telecommunication, when directed to a number at which the stockholder
        has consented to receive notice; (ii) if sent by electronic mail, when directed
        to an electronic mail address at which the stockholder has consented to receive
        notice; (iii) if sent by posting on an electronic network together with separate
        notice to the stockholder of such specific posting, upon the later of such
        posting or the giving of such separate notice; and (iv) if sent by any other
        form of electronic transmission consented to by the stockholder to whom the
        notice is given.  Any consent to receive notice by electronic
        transmission shall be revocable by written notice from such stockholder to
        the
        Corporation.  Any such consent shall be deemed revoked if (a) the
        Corporation is unable to deliver by electronic transmission two consecutive
        notices given by the Corporation in accordance with such consent and (b)
        such
        inability becomes known to the secretary or an assistant secretary of the
        Corporation or to the transfer agent, or other person responsible for the
        giving
        of notice; provided, however, the inadvertent failure to treat such inability
        as
        a revocation shall not invalidate any meeting or other action.


      
        
          
          

        

        
          Exhibit
            C - 2

          
            

          

        

        
          
          

        

      


       

      An
        affidavit of the secretary or an assistant secretary or of the transfer agent
        or
        other agent of the Corporation that the notice has been given shall, in the
        absence of fraud, be prima facie evidence of the facts stated
        therein.

       

      2.6           QUORUM

       

      The
        holders of a majority of the stock issued and outstanding and
        entitled to vote thereat, present in person or represented by proxy, shall
        constitute a quorum at all meetings of the stockholders for the transaction
        of
        business, except as otherwise provided by statute or by the Certificate of
        Incorporation, provided, however, that where a separate vote by a
        class or series or classes or series is required, a majority of
        the outstanding shares of such class or series or classes or series present
        in
        person or represented by proxy shall constitute a quorum entitled to take
        action
        with respect to that vote on that matter.  If, however, such quorum is
        not present or represented at any meeting of the stockholders, then the
        stockholders entitled to vote thereat, present in person or represented by
        proxy, shall have power to adjourn the meeting from time to time, without
        notice
        other than announcement at the meeting, until a quorum is present or
        represented.  At such adjourned meeting at which a quorum is present
        or represented, any business may be transacted that might have been transacted
        at the meeting as originally noticed.  Once a share is represented for
        any purpose at a meeting other than solely to object to holding the meeting
        or
        transacting business, it shall be deemed present for the remainder of the
        meeting and any adjournment (unless a new record date is or must be set for
        the
        adjourned meeting), notwithstanding the withdrawal of enough stockholders
        to
        leave less than a quorum.

       

      2.7           ADJOURNED
        MEETING; NOTICE

       

      When
        a
        meeting is adjourned to another time or place, unless these Bylaws otherwise
        require, notice need not be given of the adjourned meeting if the time and
        place, if any, thereof, and the means of remote communications, if any, by
        which
        stockholders and proxyholders may be deemed to be present in person and vote
        at
        such adjourned meeting, are announced at the meeting at which the adjournment
        is
        taken.  At the adjourned meeting the Corporation may transact any
        business that might have been transacted at the original meeting.  If
        the adjournment is for more than 30 days, or if after the adjournment a new
        record date is fixed for the adjourned meeting, a notice of the adjourned
        meeting shall be given to each stockholder of record entitled to vote at
        the
        meeting.

       

      2.8           VOTING

       

      The
        stockholders entitled to vote at any meeting of stockholders shall be determined
        in accordance with the provisions of Section 2.11 of these Bylaws, subject
        to the provisions of Sections 217 and 218 of the General Corporation Law of
        Delaware (relating to voting rights of fiduciaries, pledgors and joint owners
        of
        stock and to voting trusts and other voting agreements).  Except as
        may be otherwise provided in the Certificate of Incorporation, (i) each
        stockholder shall be entitled to one vote for each share of capital stock
        held
        by such stockholder, (ii) directors shall be elected by a plurality of the
        votes
        of the shares present in person or represented by proxy at the meeting and
        entitled to vote on the election of directors, and (iii) every matter other
        than
        the election of directors shall be decided by the affirmative vote of the
        holders of a majority of the


      
        
          
          

        

        
          Exhibit
            C - 3

          
            

          

        

        
          
          

        

      


       

      shares
        of
        stock entitled to vote thereon that are present in person or represented
        by
        proxy at the meeting and are voted for or against the matter.

       

      2.9           WAIVER
        OF NOTICE

       

      Whenever
        notice is required to be given under any provision of the General Corporation
        Law of Delaware or of the Certificate of Incorporation or these Bylaws, a
        written waiver thereof, signed by the person entitled to notice, or a waiver
        by
        electronic transmission by the person entitled to notice, whether before
        or
        after the time stated therein, shall be deemed equivalent to
        notice.  Attendance of a person at a meeting shall constitute a waiver
        of notice of such meeting, except when the person attends a meeting for the
        express purpose of objecting at the beginning of the meeting, to the transaction
        of any business because the meeting is not lawfully called or
        convened.  Neither the business to be transacted at, nor the purpose
        of, any regular or special meeting of the stockholders need be specified
        in any
        written waiver of notice or any waiver by electronic transmission, unless
        so
        required by the Certificate of Incorporation or these Bylaws.

       

      
        	
                 

              	
                2.10

              	
                STOCKHOLDER
                  ACTION BY WRITTEN CONSENT WITHOUT A
                  MEETING

              


      

       

      Unless
        otherwise provided in the Certificate of Incorporation, any action required
        by
        the General Corporation Law of Delaware to be taken at any annual or special
        meeting of stockholders of a corporation, or any action that may be taken
        at any
        annual or special meeting of such stockholders, may be taken without a meeting,
        without prior notice and without a vote, if a consent in writing, setting
        forth
        the action so taken, is signed by the holders of outstanding stock having
        not
        less than the minimum number of votes that would be necessary to authorize
        or
        take such action at a meeting at which all shares entitled to vote thereon
        were
        present and voted; provided, however, that an action by written consent to
        elect
        directors, unless such action is unanimous, may be in lieu of holding an
        annual
        meeting only if all of the directorships to which directors could be elected
        at
        an annual meeting held at the effective time of such action are vacant and
        are
        filled by such action.

       

      A
        telegram, cablegram or other electronic transmission consenting to an action
        to
        be taken and transmitted by a stockholder or proxyholder, or by a person
        or
        persons authorized to act for a stockholder or proxyholder, shall be deemed
        to
        be written, signed and dated for the purposes of this section, provided that
        any
        such telegram, cablegram or other electronic transmission sets forth (or
        is
        delivered with information from which the Corporation can determine) (i)
        that
        the telegram, cablegram or other electronic transmission was transmitted
        by the
        stockholder or proxyholder or by a person or persons authorized to act for
        the
        stockholder or proxyholder and (ii) the date on which such stockholder or
        proxyholder or authorized person or persons transmitted such telegram, cablegram
        or electronic transmission.  The date on which such telegram,
        cablegram or electronic transmission is transmitted shall be deemed to be
        the
        date on which such consent was signed.  No consent given by a
        telegram, cablegram or other electronic transmission shall be deemed to have
        been delivered until such consent is reproduced in paper form and until such
        paper form shall be delivered to the Corporation by delivery to its registered
        office in the State of Delaware, its principal place of business or an officer
        or agent of the Corporation having custody of the book in which proceedings
        of
        meetings of stockholders are recorded.  Any copy,
        facsimile


      
        
          
          

        

        
          Exhibit
            C - 4

          
            

          

        

        
          
          

        

      


       

      or
        other
        reliable reproduction of a consent in writing may be substituted or used
        in lieu
        of the original writing for any and all purposes for which the original writing
        could be used, provided that such copy, facsimile or other reproduction shall
        be
        a complete reproduction of the entire original writing.

       

      Every
        written consent shall bear the date of signature of each stockholder who
        signs
        the consent and no written consent shall be effective to take the corporate
        action referred to in such consent unless written consents signed by the
        requisite number of stockholders entitled to vote with respect to the subject
        matter thereof are delivered to the Corporation, in the manner required by
        this
        Section, within 60 days of the earliest dated consent delivered to the
        Corporation in the manner required by this Section.  Any such consent
        shall be inserted in the minute book as if it were the minutes of a meeting
        of
        the stockholders.

       

      Prompt
        notice of the taking of the corporate action without a meeting by less than
        unanimous written consent shall be given to those stockholders who have not
        consented in writing.  If the action that is consented to is such as
        would have required the filing of a certificate under any section of the
        General
        Corporation Law of Delaware if such action had been voted on by stockholders
        at
        a meeting thereof, then the certificate filed under such section shall
        state, in lieu of any statement required by such section concerning any vote
        of
        stockholders, that written notice and written consent have been given as
        provided in Section 228 of the General Corporation Law of
        Delaware.

       

      
        	
                 

              	
                2.11

              	
                RECORD
                  DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
                  CONSENTS

              


      

       

      In
        order
        that the Corporation may determine the stockholders entitled to notice of
        or to
        vote at any meeting of stockholders or any adjournment thereof, or entitled
        to
        express consent to an action in writing without a meeting, or entitled to
        receive payment of any dividend or other distribution or allotment of any
        rights, or entitled to exercise any rights in respect of any change, conversion
        or exchange of stock or for the purpose of any other lawful action, the Board
        of
        Directors may fix a record date.  Such record date shall not
        (i) precede the date upon which the resolution fixing the record date is
        adopted by the Board of Directors, (ii) be more than 60 nor fewer than 10
        days before the date of such meeting, (iii) be more than 10 days after the
        date upon which the resolution fixing the record date for an action by written
        consent in lieu of a meeting is adopted by the Board of Directors, or
        (iv) be more than 60 days prior to any other action.

       

      If
        the
        Board of Directors does not so fix a record date:

       

      (i)           The
        record date for determining stockholders entitled to notice of or to vote
        at a
        meeting of stockholders shall be at the close of business on the day next
        preceding the day on which notice is given, or, if notice is waived, at the
        close of business on the day next preceding the day on which the meeting
        is
        held.

       

      (ii)           The
        record date for determining stockholders entitled to express consent to
        corporate action in writing without a meeting, when no prior action by the
        Board
        of Directors is required by the General Corporation Law of Delaware, shall
        be
        the first date on which a signed


      
        
          
          

        

        
          Exhibit
            C - 5

          
            

          

        

        
          
          

        

      


       

      written
        consent setting forth the action taken or proposed to be taken is delivered
        to
        the Corporation.

       

      (iii)           The
        record date for determining stockholders for any other purpose shall be at
        the
        close of business on the day on which the Board of Directors adopts the
        resolution relating thereto.

       

      A
        determination of stockholders of record entitled to notice of or to vote
        at a
        meeting of stockholders shall apply to any adjournment of the meeting; provided,
        however, that the Board of Directors may fix a new record date for the adjourned
        meeting.

       

      2.12           PROXIES

       

      Each
        stockholder entitled to vote at a meeting of stockholders or to express consent
        or dissent to corporate action in writing without a meeting may authorize
        another person or persons to act for such stockholder by a written proxy
        or by
        an electronic transmission indicating such proxy, signed by the stockholder
        and
        filed with the secretary of the Corporation, but no such proxy shall be voted
        or
        acted upon after 3 years from its date, unless the proxy provides for a longer
        period.  A proxy with respect to a specific meeting shall entitle the
        proxy holder to vote at any reconvened meeting following adjournment of such
        meeting, but shall not be valid after the final adjournment of such
        meeting.  A proxy shall be deemed signed if the stockholder's name is
        placed on the proxy or the electronic transmission indicating such proxy
        (whether by manual signature, typewriting, telegraphic transmission or
        otherwise) by the stockholder or the stockholder's
        attorney-in-fact.  The revocability of a proxy that states on its face
        that it is irrevocable shall be governed by the provisions of
        Section 212(e) of the General Corporation Law of Delaware.  A
        stockholder may authorize another person or persons to act for such stockholder
        as proxy by transmitting or authorizing the transmission of a telegram,
        cablegram or other means of electronic transmission to the intended holder
        of
        the proxy or to a proxy solicitation firm, proxy support service or similar
        agent duly authorized by the intended proxy holder to receive such transmission;
        provided, that any such telegram, cablegram or other electronic transmission
        must either set forth (or be accompanied by information from which it can
        be
        determined) that the telegram, cablegram or other electronic transmission
        was
        authorized by the stockholder.  Any copy, facsimile telecommunication
        or other reliable reproduction of the writing or transmission by which a
        stockholder has authorized another person to act as proxy for such stockholder
        may be substituted or used in lieu of the original writing or transmission
        for
        any and all purposes for which the original writing or transmission could
        be
        used, provided that such copy, facsimile telecommunication or other reproduction
        shall be a complete reproduction of the entire original writing or
        transmission.

       

      2.13           LIST
        OF STOCKHOLDERS ENTITLED TO VOTE

       

      The
        officer who has charge of the stock ledger of a corporation shall prepare
        and
        make, at least 10 days before every meeting of stockholders, a complete list
        of
        the stockholders entitled to vote at the meeting, arranged in alphabetical
        order, and showing the address of each stockholder and the number of shares
        registered in the name of each stockholder.  Nothing contained in this
        Section 2.13 shall require the Corporation to include electronic mail
        addresses or other electronic


      
        
          
          

        

        
          Exhibit
            C - 6

          
            

          

        

        
          
          

        

      


       

      contact
        information on such list.  Such list shall be open to the examination
        of any stockholder, for any purpose germane to the meeting for a period of
        at
        least 10 days prior to the meeting:  (i) on a reasonably accessible
        electronic network, provided that the information required to gain access
        to
        such list is provided with the notice of the meeting, or (ii) during ordinary
        business hours, at the principal place of business of the
        Corporation.  In the event that the Corporation determines to make the
        list available on an electronic network, the Corporation may take reasonable
        steps to ensure that such information is available only to stockholders of
        the
        Corporation.  If the meeting is to be held at a place, then the list
        shall be produced and kept at the time and place of the meeting during the
        whole
        time thereof, and may be inspected by any stockholder who is
        present.  If the meeting is to be held solely by means of remote
        communication, then the list shall also be open to the examination of any
        stockholder during the whole time of the meeting on a reasonably accessible
        electronic network, and the information required to access such list shall
        be
        provided with the notice of the meeting.  The stock ledger shall be
        the only evidence as to who are the stockholders entitled to examine the
        list or
        to vote in person or by proxy at any meeting of stockholders.

       

      ARTICLE
        III

       

      DIRECTORS

       

      3.1           POWERS

       

      Subject
        to the provisions of the General Corporation Law of Delaware and any limitations
        in the Certificate of Incorporation or these Bylaws relating to action required
        to be approved by the stockholders or by the outstanding shares, the business
        and affairs of the Corporation shall be managed and all corporate powers
        shall
        be exercised by or under the direction of the Board of Directors.

       

      3.2           NUMBER
        OF DIRECTORS

       

      The
        number of directors of the Corporation shall be determined by resolution
        of the
        Board of Directors, from time to time, and shall consist of not less than
        one
        (1) director and no more than seven (7).  No reduction of the
        authorized number of directors shall have the effect of removing any director
        before that director's term of office expires.

       

      
        	
                 

              	
                3.3

              	
                ELECTION,
                  QUALIFICATION AND TERM OF OFFICE OF
                  DIRECTORS

              


      

       

      Except
        as
        provided in Section 3.4 of these Bylaws, directors shall be elected at each
        annual meeting of stockholders to hold office until the next annual
        meeting.  Directors need not be stockholders unless so required by the
        Certificate of Incorporation or these Bylaws, wherein other qualifications
        for
        directors may be prescribed.  Each director, including a director
        elected to fill a vacancy, shall hold office until the successor of such
        director is elected and qualified or until the death, resignation or removal
        of
        such director.  All elections of directors shall be by written ballot,
        unless otherwise provided in the Certificate of Incorporation.  If
        authorized by the Board of Directors, such requirement of a written ballot
        shall
        be satisfied by a ballot submitted by electronic transmission, provided that
        any
        such electronic transmission must either set forth (or be
        submitted


      
        
          
          

        

        
          Exhibit
            C - 7

          
            

          

        

        
          
          

        

      


       

      with
        information from which it can be determined) that the electronic transmission
        was authorized by the stockholder or proxyholder.

       

      3.4           RESIGNATION
        AND VACANCIES

       

      Any
        director may resign at any time upon written notice given in writing or by
        electronic transmission to the Corporation.  Any such resignation
        shall be effective upon delivery, unless the notice of resignation specifies
        a
        future effective date, and unless otherwise specified, the acceptance of
        such
        resignation shall not be a precondition to its effectiveness.  When
        one or more directors so resigns and the resignation is effective at a future
        date, a majority of the directors then in office, including those who have
        so
        resigned, shall have the power to fill such vacancy or vacancies, the vote
        thereon to take effect when such resignation or resignations shall become
        effective, and each director so chosen shall hold office as provided in Section
        3.3.

       

      Unless
        otherwise provided in the Certificate of Incorporation or these
        Bylaws:

       

      (i)           Vacancies
        and newly created directorships resulting from any increase in the authorized
        number of directors elected by all of the stockholders having the right to
        vote
        as a single class may be filled by a majority of the directors then in office,
        although less than a quorum, or by a sole remaining director.

       

      (ii)           Whenever
        the holders of any class or series of stock are entitled to elect one or
        more
        directors by the provisions of the Certificate of Incorporation, vacancies
        and
        newly created directorships of such class or series may, unless otherwise
        set
        forth in the Certificate of Incorporation, be filled by a majority of the
        directors elected by such class or series thereof then in office, or by a
        sole
        remaining director so elected.

       

      If
        at any
        time, by reason of death or resignation or other cause, the Corporation should
        have no directors in office, then any officer or any stockholder or an executor,
        administrator, trustee or guardian of a stockholder, or other fiduciary
        entrusted with like responsibility for the person or estate of a stockholder,
        may call a special meeting of stockholders in accordance with the provisions
        of
        the Certificate of Incorporation or these Bylaws, or may apply to the Court
        of
        Chancery for a decree summarily ordering an election as provided in
        Section 211 of the General Corporation Law of Delaware.

       

      If,
        at
        the time of filling any vacancy or any newly created directorship, the directors
        then in office constitute less than a majority of the whole Board of Directors
        (as constituted immediately prior to any such increase), then the Court of
        Chancery may, upon application of any stockholder or stockholders holding
        at
        least 10 percent of the total number of the shares at the time outstanding
        having the right to vote for such directors, summarily order an election
        to be
        held to fill any such vacancies or newly created directorships, or to replace
        the directors chosen by the directors then in office as aforesaid, which
        election shall be governed by the provisions of Section 211 of the General
        Corporation Law of Delaware as far as applicable.


      
        
          
          

        

        
          Exhibit
            C - 8

          
            

          

        

        
          
          

        

      


       

      3.5           PLACE
        OF MEETINGS; TELEPHONIC MEETINGS

       

      The
        Board
        of Directors of the Corporation may hold meetings, both regular and special,
        either within or outside the State of Delaware.  Unless otherwise
        restricted by the Certificate of Incorporation or these Bylaws, members of
        the
        Board of Directors, or any committee designated by the Board of Directors,
        may
        participate in a meeting of the Board of Directors, or any committee, by
        means
        of conference telephone or other communications equipment by means of which
        all
        persons participating in the meeting can hear each other, and such participation
        in a meeting shall constitute presence in person at the meeting.

       

      3.6           FIRST
        MEETINGS

       

      The
        first
        meeting of each newly elected Board of Directors shall be held at such time
        and
        place as shall be fixed by the vote of the stockholders at the annual meeting
        and no notice of such meeting shall be necessary to the newly elected directors
        in order legally to constitute the meeting, provided a quorum shall be present.
        In the event of the failure of the stockholders to fix the time or place
        of such
        first meeting of the newly elected Board of Directors, or in the event such
        meeting is not held at the time and place so fixed by the stockholders, the
        meeting may be held at such time and place as shall be specified in a notice
        given as hereinafter provided for special meetings of the Board of Directors,
        or
        as shall be specified in a written waiver signed by all of the
        directors.

       

      3.7           REGULAR
        MEETINGS

       

      Regular
        meetings of the Board of Directors shall be held on such dates and at such
        times
        and places as the Board of Directors may determine by
        resolution.  Such regularly scheduled meetings may be held without
        further notice to the directors.

       

      3.8           SPECIAL
        MEETINGS; NOTICE

       

      Special
        meetings of the Board of Directors for any purpose or purposes may be called
        at
        any time by the chairperson of the board, the president, or any 2
        directors.  Special meetings of the Board of Directors shall be held
        upon 4 days' notice by mail or 48 hours' notice delivered personally, by
        telephone (including a voice messaging system or other system or technology
        designed to record and communicate messages), or by other form of electronic
        transmission.  Any oral notice given personally or by telephone may be
        communicated either to the director or to a person at the office of the director
        who the person giving the notice has reason to believe will promptly communicate
        it to the director.  A notice, or waiver of notice, need not specify
        the purpose of any regular or special meeting of the Board of
        Directors.

       

      3.9           QUORUM

       

      At
        all
        meetings of the Board of Directors, a majority of the authorized
        number of directors shall constitute a quorum for the transaction of business
        and the act of a majority of the directors present at any meeting at which
        there
        is a quorum shall be the act of the Board of Directors, except as may otherwise
        be specifically provided by the General Corporation Law of Delaware
        or


      
        
          
          

        

        
          Exhibit
            C - 9

          
            

          

        

        
          
          

        

      


       

      by
        the
        Certificate of Incorporation.  A director of the Corporation who is
        present at a board or committee meeting at which any action is taken shall
        be
        deemed to have assented to the action taken unless (i) the director objects
        at
        the beginning of the meeting, or promptly upon the director's arrival, to
        holding the meeting or transacting any business at such meeting, (ii) the
        director's dissent or abstention from the action taken is entered in the
        minutes
        of the meeting, or (iii) the director delivers written notice of the director's
        dissent or abstention to the presiding officer of the meeting before its
        adjournment or to the Corporation within a reasonable time after adjournment
        of
        the meeting.  The right of dissent or abstention is not available to a
        director who votes in favor of the action taken.

       

      3.10           WAIVER
        OF NOTICE

       

      Whenever
        notice is required to be given to a director under any provision of the General
        Corporation Law of Delaware or of the Certificate of Incorporation or these
        Bylaws, a written waiver thereof, signed by the person entitled to notice,
        whether before or after the time stated therein, shall be deemed equivalent
        to
        notice.  Such waiver shall be deemed delivered if made by electronic
        transmission.  Attendance of a director at a meeting shall constitute
        a waiver of notice of such meeting, except when the director attends a meeting
        for the express purpose of objecting, at the beginning of the meeting or
        upon
        the director's arrival, to the transaction of any business because the meeting
        is not lawfully called or convened.  Neither the business to be
        transacted at, nor the purpose of, any regular or special meeting of the
        directors, or members of a committee of directors, need be specified in any
        written waiver of notice unless so required by the Certificate of Incorporation
        or these Bylaws.

       

      3.11           ADJOURNED
        MEETING; NOTICE

       

      If
        a
        quorum is not present at any meeting of the Board of Directors, then the
        directors present thereat may adjourn the meeting from time to time, without
        notice other than announcement at the meeting, until a quorum is
        present.

       

      3.12           BOARD ACTION
        BY WRITTEN CONSENT WITHOUT A MEETING

       

      Any
        action required or permitted to be taken at any meeting of the Board of
        Directors, or of any committee thereof, may be taken without a meeting if
        all
        members of the Board of Directors or committee, as the case may be, consent
        thereto in writing or by electronic transmission and the writing or writings
        or
        electronic transmission or transmissions are filed with the minutes of
        proceedings of the Board of Directors or committee.  Such filing shall
        be in paper form if the minutes are maintained in paper form and shall be
        in
        electronic form if the minutes are maintained in electronic form.

       

      3.13           FEES
        AND COMPENSATION OF DIRECTORS

       

      Unless
        otherwise restricted by the Certificate of Incorporation or these Bylaws,
        the
        Board of Directors shall have the authority to fix the compensation of
        directors.  Directors and committee members may be paid their
        expenses, if any, of attendance at each board or committee meeting, a fixed
        sum
        for attendance at each board or committee meeting or a stated salary
        as


      
        
          
          

        

        
          Exhibit
            C - 10

          
            

          

        

        
          
          

        

      


       

      director
        or a committee member, and such other compensation as the Board of Directors
        may
        determine.  No such payment shall preclude any director or committee
        member from serving the Corporation in any other capacity and receiving
        compensation therefor.

       

      3.14           REMOVAL
        OF DIRECTORS

       

      Unless
        otherwise restricted by statute, by the Certificate of Incorporation or by
        these
        Bylaws, any director or the entire Board of Directors may be removed, with
        or
        without cause, by the holders of a majority of the shares then entitled to
        vote
        at an election of directors.  No reduction of the authorized number of
        directors shall have the effect of removing any director prior to the expiration
        of such director's term of office.

       

      ARTICLE
        IV

       

      COMMITTEES

       

      4.1           COMMITTEES OF DIRECTORS

       

      The
        Board
        of Directors may designate one or more committees, with each committee to
        consist of one or more of the directors of the Corporation.  The Board
        of Directors may designate one or more directors as alternate members of
        any
        committee, who may replace any absent or disqualified member at any meeting
        of
        the committee.  In the absence or disqualification of a member of a
        committee, the member or members thereof present at any meeting and not
        disqualified from voting, whether or not such member or members constitute
        a
        quorum, may unanimously appoint another member of the Board of Directors
        to act
        at the meeting in the place of any such absent or disqualified
        member.  Any such committee, to the extent provided in the resolution
        of the Board of Directors or in the Bylaws of the Corporation, shall have
        and
        may exercise all the powers and authority of the Board of Directors in the
        management of the business and affairs of the Corporation, and may authorize
        the
        seal of the Corporation to be affixed to all papers that may require it;
        but no
        such committee shall have the power or authority in reference to the following
        matter: (i) approving or adopting, or recommending to the stockholders, any
        action or matter required by the General Corporation Law of Delaware to be
        submitted to stockholders for approval or (ii) adopting, amending or repealing
        any bylaw of the Corporation.  Unless otherwise provided in the
        Certificate of Incorporation, these Bylaws, or the resolution of the Board
        of
        Directors designating the committee, a committee may create one or more
        subcommittees, each subcommittee to consist of one or more members of the
        committee, and delegate to a subcommittee any or all of the powers and authority
        of the committee.

       

      4.2           COMMITTEE
        MINUTES

       

      Each
        committee shall keep regular minutes of its meetings and report the same
        to the
        Board of Directors when requested by the Board of Directors.

       

      4.3           MEETINGS
        AND ACTION OF COMMITTEES

       

      Meetings
        and actions of committees shall be governed by, and held and taken in accordance
        with, the provisions of Article III of these Bylaws, including, without
        limitation,


      
        
          
          

        

        
          Exhibit
            C - 11

          
            

          

        

        
          
          

        

      


       

      Section 3.5
        (place of meetings; telephonic meetings), Section 3.7 (regular meetings),
        Section 3.8 (special meetings; notice), Section 3.9 (quorum),
        Section 3.10 (waiver of notice), Section 3.11 (adjourned meeting;
        notice), and Section 3.12 (board action by written consent without a
        meeting), with such changes in the context of those Bylaws as are necessary
        to
        substitute the committee and its members for the Board of Directors and its
        members; provided, however, that the time of regular meetings of committees
        may
        also be called by resolution of the Board of Directors and that notice of
        special meetings of committees shall also be given to all alternate members,
        who
        shall have the right to attend all meetings of the committee.  Unless
        the Board of Directors adopts rules for the governance of a committee, then
        each
        committee may adopt its own governance rules, provided that such rules shall
        not
        be inconsistent with the provisions of the General Corporation Law of Delaware,
        the Certificate of Incorporation or these Bylaws.

       

      ARTICLE
        V

       

      OFFICERS

       

      5.1           OFFICERS

       

      The
        officers of the Corporation shall be a president, a secretary, and a chief
        financial officer or treasurer.  The Corporation may also have, at the
        discretion of the Board of Directors, a chairperson of the board, one or
        more
        vice presidents, assistant vice presidents, assistant secretaries, assistant
        treasurers, and any such other officers as may be appointed in accordance
        with
        the provisions of Section 5.3 of these Bylaws.  Any number of
        offices may be held by the same person.  Each officer shall hold
        office until such officer's successor is elected and qualified or until such
        officer's earlier resignation or removal.

       

      5.2           ELECTION
        OF OFFICERS

       

      The
        officers of the Corporation, except such officers as may be appointed in
        accordance with the provisions of Section 5.3 of these Bylaws, shall be
        appointed by the Board of Directors.

       

      5.3           SUBORDINATE
        OFFICERS

       

      The
        Board
        of Directors may appoint, or empower the president to appoint, such other
        officers and agents as the business of the Corporation may require, each
        of whom
        shall hold office for such period, have such authority, and perform such
        duties
        as are provided in these Bylaws or as the Board of Directors (or, if so
        empowered, the president) may from time to time determine.

       

      5.4           REMOVAL
        AND RESIGNATION OF OFFICERS

       

      Any
        officer may be removed, either with or without cause, by an affirmative vote
        of
        the majority of the Board of Directors at any regular or special meeting
        of the
        Board of Directors or, except in the case of an officer appointed by the
        Board
        of Directors, by any officer upon whom such power of removal may be conferred
        by
        the Board of Directors.

       

      Any
        officer may resign at any time upon written notice given in writing or by
        electronic transmission to the Corporation.  Any resignation shall
        take effect at the date of the receipt of that


      
        
          
          

        

        
          Exhibit
            C - 12

          
            

          

        

        
          
          

        

      


       

      notice
        or
        at any later time specified in that notice; and, unless otherwise specified
        in
        that notice, the accep­tance of the resignation shall not be necessary to
        make it effective. Any resignation is without prejudice to the rights, if
        any,
        of the Corporation under any contract to which the officer is a
        party.

       

      5.5           VACANCIES
        IN OFFICES

       

      Any
        vacancy occurring in any office of the Corporation shall be filled by the
        Board
        of Directors or as provided in Section 5.3 of these Bylaws.

       

      5.6           CHAIRPERSON
        OF THE BOARD

       

      The
        chairperson of the board, if such an officer be elected, shall, if present,
        preside at meetings of the Board of Directors and exercise and perform such
        other powers and duties as may from time to time be assigned to such officer
        by
        the Board of Directors or as may be prescribed by these Bylaws.  If
        there is no president, then the chairperson of the board shall also be the
        chief
        executive officer of the Corporation and shall have the powers and duties
        prescribed in Section 5.7 of these Bylaws.

       

      5.7           PRESIDENT

       

      Subject
        to such supervisory powers, if any, as may be given by the Board of Directors
        to
        the chairperson of the board, if there be such an officer, the president
        shall
        be the chief executive officer of the Corporation, unless some other officer
        is
        so designated by the Board of Directors, and shall, subject to the control
        of
        the Board of Directors, have general supervision, direction, and control
        of the
        business and the officers of the Corporation.  The president shall
        preside at all meetings of the stockholders and, in the absence or nonexistence
        of a chairperson of the board, at all meetings of the Board of
        Directors.  The president shall have the general powers and duties of
        management usually vested in the office of president of a corporation and
        shall
        have such other powers and duties as may be prescribed by the Board of Directors
        or these Bylaws.

       

      5.8           VICE
        PRESIDENT

       

      In
        the
        absence or disability of the president, the vice presidents, if any, in order
        of
        their rank as fixed by the Board of Directors or, if not ranked, a vice
        president designated by the Board of Directors, shall perform all the duties
        of
        the president and when so acting shall have all the powers of, and be subject
        to
        all the restrictions upon, the president.  The vice presidents shall
        have such other powers and perform such other duties as from time to time
        may be
        prescribed for them respectively by the Board of Directors, these Bylaws,
        the
        president or the chairperson of the board.

       

      5.9           SECRETARY

       

      The
        secretary shall keep or cause to be kept, at the principal executive office
        of
        the Corporation or such other place as the Board of Directors may direct,
        a book
        of minutes of all meetings and actions of directors, committees and
        subcommittees of directors, and stockholders.


      
        
          
          

        

        
          Exhibit
            C - 13

          
            

          

        

        
          
          

        

      


       

      Unless
        another officer is designated by the Board of Directors to perform the
        responsibilities set forth in Section 2.13 of these Bylaws, the secretary
        shall
        keep, or cause to be kept, at the principal executive office of the Corporation
        or at the office of the Corporation's transfer agent or registrar, as determined
        by resolution of the Board of Directors, a stock register, or a duplicate
        stock
        register, showing the names of all stockholders and their addresses, the
        number
        and classes of shares held by each stockholder, the number and date of
        certificates evidencing such shares, and the number and date of cancellation
        of
        every certificate surrendered for cancellation.

       

      The
        secretary shall keep the seal of the Corporation, if one be adopted, in safe
        custody and shall have such other powers and perform such other duties as
        may be
        prescribed by the Board of Directors or by these Bylaws.

       

      5.10           CHIEF
        FINANCIAL OFFICER/TREASURER

       

      The
        chief
        financial officer shall keep and maintain, or cause to be kept and maintained,
        adequate and correct books and records of accounts of the properties and
        business transactions of the Corporation, including accounts of its assets,
        liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
        and shares.  The books of account shall at all reasonable times be
        open to inspection by any director.

       

      The
        chief
        financial officer shall deposit, or cause to be deposited, all money and
        other
        valuables in the name and to the credit of the Corporation with such
        depositaries as may be designated by the Board of Directors.  Such
        officer shall disburse, or cause to be disbursed, the funds of the Corporation
        as may be ordered by the Board of Directors, shall render to the president
        and
        directors, whenever they request it, an account of all of the transactions
        of
        such officer as treasurer and of the financial condition of the Corporation,
        and
        shall have such other powers and perform such other duties as may be prescribed
        by the Board of Directors or these Bylaws.

       

      The
        chief
        financial officer shall also be the treasurer of the Corporation unless
        otherwise designated by the Board of Directors.

       

      5.11           ASSISTANT
        SECRETARY

       

      The
        assistant secretary, or, if there is more than one, the assistant secretaries
        in
        the order determined by the Board of Directors (or if there be no such
        determination, then in the order of their election) shall, in the absence
        of the
        secretary or in the event of the inability or refusal of such officer to
        act,
        perform the duties and exercise the powers of the secretary and shall perform
        such other duties and have such other powers as the Board of Directors may
        from
        time to time prescribe.

       

      5.12           ASSISTANT
        TREASURER

       

      The
        assistant treasurer, or, if there is more than one, the assistant treasurers,
        in
        the order determined by the Board of Directors (or if there be no such
        determination, then in the order of


      
        
          
          

        

        
          Exhibit
            C - 14

          
            

          

        

        
          
          

        

      


       

      their
        election), shall, in the absence of the treasurer or in the event of the
        inability or refusal of such officer to act, perform the duties and exercise
        the
        powers of the chief financial officer and shall perform such other duties
        and
        have such other powers as the Board of Directors may from time to time
        prescribe.

       

      5.13           AUTHORITY
        AND DUTIES OF OFFICERS

       

      In
        addition to the foregoing authority and duties, all officers of the Corporation
        shall respectively have such authority and perform such duties in the management
        of the business of the Corporation as may be designated from time to time
        by the
        Board of Directors.

       

      5.14           SALARIES

       

      The
        salaries of the officers shall be fixed from time to time by the Board of
        Directors, or by any committee or officer to which or whom, as the case may
        be,
        the Board of Directors has delegated such authority.  No officer shall
        be disqualified from receiving such salary by reason of the fact that he
        or she
        is also a director of the Corporation.

       

      5.15           LOANS
        TO OFFICERS AND EMPLOYEES

       

      The
        Corporation may lend money to, or guarantee any obligation of, or otherwise
        assist any officer or other employee of the Corporation or any of its
        subsidiaries, including any officer or employee who is a director of the
        Corporation or any of its subsidiaries, whenever, in the judgment of the
        directors, such loan, guaranty or assistance may reasonably be expected to
        benefit the Corporation.  The loan, guaranty or other assistance may
        be with or without interest and may be unsecured, or secured in such manner
        as
        the Board of Directors shall approve, including, without limitation, a pledge
        of
        shares of stock of the Corporation.  Nothing in this section shall be
        deemed to deny, limit or restrict the powers of guaranty or warranty of the
        Corporation at common law or under any statute. Notwithstanding
        the foregoing, any such loan made, guaranteed, or arranged for by the
        Corporation shall contain a provision requiring the borrower to repay the
        obligation in full if the Corporation becomes subject to the restrictions
        of the
        Sarbanes-Oxley Act of 2002, as amended, or if the borrower becomes an officer
        or
        director of a parent entity that is subject to the restrictions of the
        Sarbanes-Oxley Act of 2002, as amended.

       

      ARTICLE
        VI

       

      INDEMNITY

       

      6.1           INDEMNIFICATION
        OF OFFICERS AND DIRECTORS

       

      To
        the
        fullest extent permitted by applicable law as it presently exists or may
        hereafter be amended (provided, that in the case of such an amendment, only
        to
        the extent that such amendment permits the Corporation to provide broader
        indemnification rights than permitted prior thereto), the Corporation shall
        indemnify and hold harmless each person who was or is made or is threatened
        to
        be made a party or is otherwise involved in any action, suit or proceeding,
        whether civil, criminal, administrative or investigative
        (a "proceeding") by reason of the fact that such
        person is or was a director or officer of the Corporation or is or was serving
        at the request of


      
        
          
          

        

        
          Exhibit
            C - 15

          
            

          

        

        
          
          

        

      


       

      the
        Corporation as a director, officer, employee or agent of another corporation
        or
        of a partnership, joint venture, trust, enterprise or nonprofit entity
        (including service with respect to an employee benefit plan), against all
        liability, loss and reasonable expense incurred by such person, including
        attorneys' fees, judgments, fines, penalties, ERISA excise taxes and amounts
        paid in settlement of proceedings.  Except as set forth in
        Section 6.2 below, the Corporation shall be required to indemnify a person
        in connection with a proceeding (or part thereof) initiated by such person
        only
        if the proceeding (or part thereof) was authorized by the Board of
        Directors.  The right to indemnification under this Article VI
        shall be construed as a contractual right of the indemnitees and shall inure
        to
        the benefit of an indemnitee's heirs, executors and administrators.

       

      6.2           PREPAYMENT
        OF EXPENSES; UNDERTAKING TO REPAY

       

      The
        Corporation shall pay the expenses (including attorneys' fees) expected to
        be
        incurred in defending any proceeding in advance of its final disposition;
        provided, however, that if the General Corporation Law of Delaware then so
        requires, the payment of expenses incurred in advance of the final disposition
        of the proceeding by a director or officer in such person's capacity as such
        (and not in any other capacity in which service is or was rendered by such
        person, such as service with respect to an employee benefit plan) shall be
        made
        only upon receipt of an undertaking by the director or officer to repay all
        amounts advanced if it is determined by a final judicial determination from
        which there is no further possibility of appeal that the director or officer
        is
        not entitled to be indemnified under this Article VI or otherwise; and
        provided, further, that the Corporation shall not be required to prepay any
        expenses to a person against whom the Corporation directly brings a claim
        alleging that such person has (i) breached such person's duty of loyalty to
        the Corporation, or committed an act or omission not in good faith or that
        involves intentional misconduct or a knowing violation of law, or
        (ii) derived an improper personal benefit from a transaction.

       

      6.3           CLAIMS
        BY INDEMNITEE; PRESUMPTION OF VALIDITY

       

      If
        a
        claim for indemnification or payment of expenses under this Article VI is
        not paid in full within 60 days after a written claim therefor has been
        presented to the Corporation (except in the case of a claim for prepayment
        of
        expenses in accordance with Section 6.2 above, in which case the applicable
        period shall be 20 days) the indemnitee may file suit to recover the unpaid
        amount of such claim.  If successful in whole or in part in any such
        suit, the indemnitee shall be entitled to be paid the expense of prosecuting
        such claim.  In any such action, the Corporation shall have the burden
        of proving that the claimant was not entitled to the requested indemnification
        or payment of expenses under applicable law.  The indemnitee shall be
        presumed to be entitled to indemnification under this Article VI upon
        submission of a written claim (and, in an action brought to enforce a claim
        for
        prepayment of expenses, where the required undertaking, if any is required,
        has
        been tendered to the Corporation), and thereafter the Corporation shall have
        the
        burden of proof to overcome the presumption that the indemnitee is not so
        entitled.  Neither the failure of the Corporation (including its Board
        or Directors, independent legal counsel or its stockholders) to have made
        a
        determination prior to the commencement of such suit that indemnification
        of the
        indemnitee is proper in the circumstances, nor an actual determination by
        the
        Corporation (including its Board of Directors, independent legal counsel
        or its
        stockholders) that the indemnitee is not entitled to indemnification shall
        be a
        defense to the suit or create a


      
        
          
          

        

        
          Exhibit
            C - 16

          
            

          

        

        
          
          

        

      


       

      presumption
        that the indemnitee is not so entitled.

       

      6.4           NON-EXCLUSIVITY
        OF RIGHTS

       

      The
        rights conferred on any person by this Article VI shall not be exclusive of
        any other rights that such person may have or may hereafter acquire under
        any
        statute, provision of the Certificate of Incorporation or these Bylaws,
        contractual agreement, vote of the stockholders or disinterested directors
        or
        otherwise.  Additionally, nothing in this Article VI shall limit
        the ability of the Corporation, in its discretion, to indemnify or advance
        expenses to persons whom the Corporation is not obligated to indemnify or
        advance expenses pursuant to this Article VI.

       

      6.5           SET-OFF
        AGAINST OTHER INDEMNIFICATION

       

      The
        Corporation's obligation, if any, to indemnify any person who was or is serving
        at its request as a director, officer, employee or agent of another corporation,
        partnership, joint venture, trust, enterprise or nonprofit entity shall be
        reduced by any amount that such person may collect as indemnification from
        such
        other corporation, partnership, joint venture, trust, enterprise or nonprofit
        entity.

       

      6.6           EFFECT
        OF AMENDMENT OR REPEAL

       

      No
        repeal
        or modification of this Article VI shall adversely affect any right or
        protection afforded hereunder to any person in respect of an act or omission
        occurring prior to the time of such repeal or modification.

       

      6.7           INDEMNIFICATION
        OF EMPLOYEES AND AGENTS

       

      The
        Corporation may by action of the Board of Directors, extend the rights described
        in this Article VI to individual employees or agents, or groups of
        employees or agents of the Corporation with the same scope and effect as
        the
        provisions of this Article VI; provided, however, that an undertaking of
        the sort described in Section 6.2 shall be required only if specifically
        requested by the Board of Directors.

       

      6.8           INSURANCE;
        INDEMNIFICATION AGREEMENTS

       

      The
        Corporation may purchase and maintain insurance on behalf of any person who
        is
        or was a director, officer, employee or agent of the Corporation, or is or
        was
        serving at the request of the Corporation as a director, officer, employee
        or
        agent of another corporation, partnership, joint venture, trust or other
        enterprise or nonprofit entity against any liability asserted against such
        person and incurred by such person in any such capacity, or arising out of
        the
        status of such person as such, whether or not the Corporation would have
        the
        power to indemnify such person against such liability under the provisions
        of
        the General Corporation Law of Delaware.  The Corporation, without
        further stockholder approval, may enter into contracts with any person who
        is or
        was a director, officer, employee or agent, or is or was serving at the request
        of the Corporation as a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other enterprise or nonprofit
        entity, in furtherance of the provisions of this Article VI.  The
        Corporation may also create a trust fund, grant a security interest or use
        other


      
        
          
          

        

        
          Exhibit
            C - 17

          
            

          

        

        
          
          

        

      


       

      means
        (including, without limitation, a letter of credit) to ensure the payment
        of
        such amounts as may be necessary to effect indemnification as provided
        herein.

       

      6.9           RELIANCE
        UPON BOOKS, REPORTS AND RECORDS

       

      Each
        director, each member of any committee designated by the Board of Directors,
        and
        each officer of the Corporation shall, in the performance of his or her duties,
        be fully protected in relying in good faith upon the books of account or
        other
        records of the Corporation and upon such information, opinions, reports or
        statements presented to the Corporation by any of its officers or employees,
        or
        committees of the Board of Directors so designated, or by any other person
        as to
        matters which such director or committee member reasonably believes are within
        such other person's professional or expert competence and who has been selected
        with reasonable care by or on behalf of the Corporation.

       

      6.10           CERTAIN
        DEFINITIONS

       

      For
        purposes of this Article VI, references to the
        "Corporation" shall include, in addition to the
        resulting corporation, any constituent corporation (including any constituent
        of
        a constituent) absorbed in a consolidation or merger which, if its separate
        existence had continued, would have had power and authority to indemnify
        its
        directors, officers, and employees or agents, so that any person who is or
        was a
        director, officer, employee or agent of such constituent corporation, or
        is or
        was serving at the request of such constituent corporation as a director,
        officer, employee or agent of another corporation, partnership, joint venture,
        trust or other enterprise or nonprofit entity, shall stand in the same position
        under this Article VI with respect to the resulting or surviving corporation
        as
        such person would have with respect to such constituent corporation if its
        separate existence had continued.

       

      ARTICLE
        VII

       

      RECORDS
        AND REPORTS

       

      7.1           MAINTENANCE
        AND INSPECTION OF RECORDS

       

      The
        Corporation shall, either at its principal executive office or at such place
        or
        places as designated by the Board of Directors, keep a record of its
        stockholders, listing their names and addresses and the number and class
        of
        shares held by each stockholder, a copy of these Bylaws as amended to date,
        accounting books, and other records.

       

      Any
        stockholder of record or a person who is the beneficial owner of shares of
        the
        Corporation's stock held either in a voting trust or by a nominee on behalf
        of
        such person, in person or by attorney or other agent, shall, upon written
        demand
        under oath stating the purpose thereof, have the right during the usual hours
        for business to inspect for any proper purpose the Corporation's stock ledger,
        a
        list of its stockholders, and its other books and records and to make copies
        or
        extracts therefrom.  A proper purpose shall mean a purpose reasonably
        related to such person's interest as a stockholder.  In every instance
        where an attorney or other agent is the person who seeks the right to
        inspection, the demand under oath shall be accompanied by a power of attorney
        or
        such other writing that authorizes the attorney or other agent to so act
        on
        behalf of


      
        
          
          

        

        
          Exhibit
            C - 18

          
            

          

        

        
          
          

        

      


       

      the
        stockholder. The demand under oath shall be directed to the Corporation at
        its
        registered office in Delaware or at its principal place of
        business.

       

      7.2           INSPECTION
        BY DIRECTORS

       

      Any
        director shall have the right to examine the Corporation's stock ledger,
        a list
        of its stockholders, and its other books and records for a purpose reasonably
        related to the position of such person as a director. The Court of Chancery
        is
        hereby vested with the exclusive jurisdiction to determine whether a director
        is
        entitled to the inspection sought. The Court may summarily order the Corporation
        to permit the director to inspect any and all books and records, the stock
        ledger, and the stock list and to make copies or extracts
        therefrom.  The Court may, in its discretion, prescribe any
        limita­tions or conditions with reference to the inspection, or award such
        other and further relief as the Court may deem just and proper.

       

      ARTICLE
        VIII

       

      STOCK
        AND STOCK CERTIFICATES

       

      8.1           STOCK
        CERTIFICATES; PARTLY PAID SHARES

       

      No
        shares
        of the Corporation shall be issued unless authorized by the Board of Directors,
        which authorization shall include the maximum number of shares to be issued
        and
        the consideration to be received for each share.

       

      The
        shares of a Corporation shall be represented by certificates, which shall
        include on their face or back written notice of any restrictions that may
        be
        imposed on the transferability of such shares and shall be consecutively
        numbered or otherwise identified.  Notwithstanding the foregoing, the
        Board of Directors of the Corporation may provide by resolution or resolutions
        that some or all of any or all classes or series of its stock shall be
        uncertificated shares.  Any such resolution shall not apply to shares
        represented by a certificate until such certificate is surrendered to the
        Corporation.  Notwithstanding the adoption of such a resolution by the
        Board of Directors, every holder of stock represented by certificates and
        upon
        request every holder of uncertificated shares shall be entitled to have a
        certificate signed by, or in the name of the Corporation by the chairperson
        or
        vice-chairperson of the Board of Directors, or the president or vice-president,
        and by the treasurer or an assistant treasurer, or the secretary or an assistant
        secretary of the Corporation representing the number of shares registered
        in
        certificate form.  The Board of Directors may in its discretion
        appoint responsible banks or trust companies from time to time to act as
        transfer agents and registrars of the stock of the Corporation; and, when
        such
        appointments shall have been made, no stock certificate thereafter issued
        shall
        be valid until countersigned by one of such transfer agents and registered
        by
        one of such registrars.  Any or all of the signatures on the
        certificate may be a facsimile.  In case any officer, transfer agent
        or registrar who has signed or whose facsimile signature has been placed
        upon a
        certificate has ceased to be such officer, transfer agent or registrar before
        such certificate is issued, it may be issued by the Corporation with the
        same
        effect as if such person were such officer, transfer agent or registrar at
        the
        date of issue.

       

      The
        Corporation may issue the whole or any part of its shares as partly paid
        and
        subject to


      
        
          
          

        

        
          Exhibit
            C - 19

          
            

          

        

        
          
          

        

      


       

      call
        for
        the remainder of the consideration to be paid therefor.  Upon the face
        or back of each stock certificate issued to represent any such partly paid
        shares (or upon the books and records of the Corporation in the case of
        uncertificated partly paid shares), the total amount of the consideration
        to be
        paid therefor and the amount paid thereon shall be stated.  Upon the
        declaration of any dividend on fully paid shares, the Corporation shall declare
        a dividend upon partly paid shares of the same class, but only upon the basis
        of
        the percentage of the consideration actually paid thereon.

       

      8.2           SPECIAL
        DESIGNATION ON CERTIFICATES

       

      If
        the
        Corporation is authorized to issue more than one class of stock or more than
        one
        series of any class, then the powers, the designations, the preferences,
        and the
        relative, participating, optional or other rights of each class of stock
        or
        series thereof and the qualifications, limitations or restrictions of such
        powers, preferences and/or rights shall be set forth in full or summarized
        on
        the face or back of the certificate that the Corporation shall issue to
        represent such class or series of stock; provided, however, that, except
        as
        otherwise provided in Section 202 of the General Corporation Law of
        Delaware, in lieu of the foregoing requirements there may be set forth on
        the
        face or back of the certificate that the Corporation shall issue to represent
        such class or series of stock a statement that the Corporation will furnish
        without charge to each stockholder who so requests the powers, the designations,
        the preferences, and the relative, participating, optional or other rights
        of
        each class of stock or series thereof and the qualifications, limitations
        or
        restrictions of such powers, preferences and/or rights.

       

      8.3           LOST
        CERTIFICATES

       

      Except
        as
        provided in this Section 8.3, no new certificates for shares shall be
        issued to replace a previously issued certificate unless the latter is
        surrendered to the Corporation and cancelled at the same time.  The
        Corporation may issue a new certificate of stock or uncertificated shares
        in the
        place of any certificate theretofore issued by it that is alleged to have
        been
        lost, stolen or destroyed, and the Corporation may require the owner of the
        lost, stolen or destroyed certificate, or the legal representative of such
        owner, to give the Corporation a bond or an indemnity sufficient to protect
        it
        against any claim that may be made against it on account of the alleged loss,
        theft or destruction of any such certificate or the issuance of such new
        certificate or uncertificated shares.

       

      8.4           TRANSFER
        OF STOCK; RESTRICTIONS ON TRANSFER

       

      Upon
        surrender to the Corporation or the transfer agent of the Corporation of
        a
        certificate for shares duly endorsed or accom­panied by proper evidence of
        succession, assignment or authority to transfer, it shall be the duty of
        the
        Corporation to issue a new certificate to the person entitled thereto, cancel
        the old certificate, and record the transaction in its books.

       

      Except
        to
        the extent that the Corporation has obtained an opinion of counsel acceptable
        to
        the Corporation that transfer restrictions are not required under applicable
        securities laws, or has otherwise satisfied itself that such transfer
        restrictions are not required, all certificates representing shares of the
        Corporation shall bear on the face of the certificate, or on the reverse
        of


      
        
          
          

        

        
          Exhibit
            C - 20

          
            

          

        

        
          
          

        

      


       

      the
        certificate if a reference to the legend is contained on the face, such legends
        as may be required by applicable law, including without limitation a legend
        that
        reads substantially as follows:

       

      "THE
        SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD,
        PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT EFFECTIVE REGISTRATIONS THEREUNDER
        OR
        AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
        SUCH
        REGISTRATIONS ARE NOT REQUIRED."

       

      8.5           STOCK
        TRANSFER AGREEMENTS

       

      The
        Corporation shall have power to enter into and perform any agreement with
        any
        number of stockholders of any one or more classes of stock of the Corporation
        to
        restrict the transfer of shares of stock of the Corporation of any one or
        more
        classes or series owned by such stockholders in any manner not prohibited
        by the
        General Corporation Law of Delaware.

       

      8.6           REGISTERED
        STOCKHOLDERS

       

      The
        Corporation shall be entitled to recognize the exclusive right of a person
        registered on its books as the owner of shares to receive dividends and to
        vote
        as such owner, shall be entitled to hold liable for calls and assessments
        the
        person registered on its books as the owner of shares, and shall not be bound
        to
        recognize any equitable or other claim to or interest in such share or shares
        on
        the part of another person, whether or not it shall have express or other
        notice
        thereof, except as otherwise provided by the laws of Delaware.

       

      8.7           DIVIDENDS

       

      The
        directors of the Corporation, subject to any restrictions contained in the
        Certificate of Incorporation, may declare and pay dividends upon the shares
        of
        its capital stock pursuant to the General Corporation Law of
        Delaware.  Dividends may be paid in cash, in property, or in shares of
        the Corporation's capital stock.

       

      The
        directors of the Corporation may set apart out of any of the funds of the
        Corporation available for dividends a reserve or reserves for any proper
        purpose
        and may abolish any such reserve. Such purposes shall include, but not be
        limited to, equalizing dividends, repairing or maintaining any property of
        the
        Corporation, and meeting contingencies.

       

      ARTICLE
        IX

       

      GENERAL
        MATTERS

       

      9.1           CHECKS

       

      From
        time
        to time, the Board of Directors shall determine by resolution which person
        or
        persons may sign or endorse all checks, drafts, other orders for payment
        of
        money, notes or other


      
        
          
          

        

        
          Exhibit
            C - 21

          
            

          

        

        
          
          

        

      


       

      evidences
        of indebtedness that are issued in the name of or payable to the Corporation,
        and only the persons so authorized shall sign or endorse those
        instruments.

       

      9.2           EXECUTION
        OF CORPORATE CONTRACTS AND INSTRUMENTS

       

      The
        Board
        of Directors, except as otherwise provided in these Bylaws, may authorize
        any
        officer or officers, or agent or agents, to enter into any contract or execute
        any instrument in the name of and on behalf of the Corporation; such authority
        may be general or confined to specific instances.  Unless so
        authorized or ratified by the Board of Directors or within the agency power
        of
        an officer, no officer, agent or employee shall have any power or authority
        to
        bind the Corporation by any contract or engagement or to pledge its credit
        or to
        render it liable for any purpose or for any amount.

       

      9.3           FISCAL
        YEAR

       

      The
        fiscal year of the Corporation shall be the same as the calendar year unless
        otherwise fixed by resolution of the Board of Directors.

       

      9.4           SEAL

       

      The
        Corporation may adopt a corporate seal, which shall be adopted and which
        may be
        altered by the Board of Directors, and may use the same by causing it or
        a
        facsimile thereof to be impressed or affixed or in any other manner
        reproduced.

       

      9.5           REPRESENTATION
        OF SHARES OF OTHER CORPORATIONS

       

      The
        chairperson of the board, the president, any vice president, the treasurer,
        the
        secretary or assistant secretary of the Corporation, or any other person
        authorized by the Board of Directors or the president or a vice president,
        is
        authorized to vote, represent, and exercise on behalf of the Corporation
        all
        rights incident to any and all shares of any other corporation or corporations
        standing in the name of the Corporation.  The authority granted herein
        may be exercised either by such person directly or by any other person
        authorized to do so by proxy or power of attorney duly executed by such person
        having the authority.

       

      9.6           CONSTRUCTION;
        DEFINITIONS

       

      Unless
        the context requires otherwise, the general provisions, rules of construction,
        and definitions in the General Corporation Law of Delaware shall govern the
        construction of these Bylaws.  Without limiting the generality of this
        provision, the singular number includes the plural, the plural number includes
        the singular, and the term "person" includes both a
        corporation and a natural person.


      
        
          
          

        

        
          Exhibit
            C - 22

          
            

          

        

        
          
          

        

      


       

      


       

      ARTICLE
        X

       

      AMENDMENTS

       

      Subject
        to any voting requirements set forth in the Corporation's Certificate of
        Incorporation, the original or other Bylaws of the Corporation may be adopted,
        amended or repealed by the stockholders entitled to vote; provided, however,
        that the Corporation may, in its Certificate of Incorporation, confer the
        power
        to adopt, amend or repeal Bylaws upon the Board of Directors.  The
        fact that such power has been so conferred upon the Board of Directors shall
        not
        divest the stockholders of the power, nor limit their power to adopt, amend
        or
        repeal Bylaws.

       

      


       

      **********


      
        
          
          

        

        
          Exhibit
            C - 23

          
            

          

        

        
          
          

        

      


      


       

      CERTIFICATION

       

      OF
        THE BYLAWS

       

      


       

      OF

       

      


       

      PIXXURES,
        INC.

       

      


       

      The
        undersigned person appointed by the Board of Directors of as the Secretary
        of
        Pixxures, Inc. hereby certifies that the foregoing Bylaws are a true and
        correct
        copy of the Bylaws of the Corporation, in effect as of the date of this
        certificate.

       

      Effective
        this 11th  day of
        September, 2007.

       

      


      



      
        
                   

          
          

        

        
          Exhibit
            C - 24

          
            

          

        

        
          
          

        

      


      


       

      BYLAWS

       

      OF

       

      PIXXURES,
        INC.


      
        
              

          
          

        

        
          Exhibit
            C - 25

          
            

          

        

        
          
          

        

      


       

      CONTENTS

    

     

    

      
        	
                ARTICLE
                  I. CORPORATE OFFICES

              	
                 
                  1

              
	
                1.1

              	
                REGISTERED
                  OFFICE

              	
                 
                  1

              
	
                1.2

              	
                OTHER
                  OFFICES

              	
                 
                  1

              
	
                ARTICLE
                  II. MEETINGS OF STOCKHOLDERS

              	
                 
                  1

              
	
                2.1

              	
                PLACE
                  OF MEETINGS

              	
                 
                  1

              
	
                2.2

              	
                ANNUAL
                  MEETING

              	
                 
                  1

              
	
                2.3

              	
                SPECIAL
                  MEETING

              	
                 
                  2

              
	
                2.4

              	
                NOTICE
                  OF STOCKHOLDERS' MEETINGS

              	
                 
                  2

              
	
                2.5

              	
                MANNER
                  OF GIVING NOTICE; AFFIDAVIT OF NOTICE

              	
                  2

              
	
                2.6

              	
                QUORUM

              	
                 
                  3

              
	
                2.7

              	
                ADJOURNED
                  MEETING; NOTICE

              	
                 
                  3

              
	
                2.8

              	
                VOTING

              	
                 
                  3

              
	
                2.9

              	
                WAIVER
                  OF NOTICE

              	
                 
                  4

              
	
                2.10

              	
                STOCKHOLDER
                  ACTION BY WRITTEN CONSENT WITHOUT A MEETING

              	
                 
                  4

              
	
                2.11

              	
                RECORD
                  DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

              	
                 
                  5

              
	
                2.12

              	
                PROXIES

              	
                 
                  6

              
	
                2.13

              	
                LIST
                  OF STOCKHOLDERS ENTITLED TO VOTE

              	
                 
                  6

              
	
                ARTICLE
                  III. DIRECTORS

              	
                 
                  7

              
	
                3.1

              	
                POWERS

              	
                 
                  7

              
	
                3.2

              	
                NUMBER
                  OF DIRECTORS

              	
                 
                  7

              
	
                3.3

              	
                ELECTION,
                  QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

              	
                 
                  7

              
	
                3.4

              	
                RESIGNATION
                  AND VACANCIES

              	
                 
                  8

              
	
                3.5

              	
                PLACE
                  OF MEETINGS; TELEPHONIC MEETINGS

              	
                 
                  9

              
	
                3.6

              	
                FIRST
                  MEETINGS

              	
                 
                  9

              
	
                3.7

              	
                REGULAR
                  MEETINGS

              	
                 
                  9

              
	
                3.8

              	
                SPECIAL
                  MEETINGS; NOTICE

              	
                 
                  9

              
	
                3.9

              	
                QUORUM

              	
                 
                  9

              
	
                3.10

              	
                WAIVER
                  OF NOTICE

              	
                10

              
	
                3.11

              	
                ADJOURNED
                  MEETING; NOTICE

              	
                10

              
	
                3.12

              	
                BOARD
                  ACTION BY WRITTEN CONSENT WITHOUT A MEETING

              	
                10

              
	
                3.13

              	
                FEES
                  AND COMPENSATION OF DIRECTORS

              	
                10

              
	
                3.14

              	
                REMOVAL
                  OF DIRECTORS

              	
                11

              
	
                ARTICLE
                  IV. COMMITTEES

              	
                11

              
	
                4.1

              	
                COMMITTEES
                  OF DIRECTORS

              	
                11

              
	
                4.2

              	
                COMMITTEE
                  MINUTES

              	
                11

              
	
                4.3

              	
                MEETINGS
                  AND ACTION OF COMMITTEES

              	
                11

              
	
                ARTICLE
                  V. OFFICERS

              	
                12

              
	
                5.1

              	
                OFFICERS

              	
                12

              
	
                5.2

              	
                ELECTION
                  OF OFFICERS

              	
                12

              


      

       

       

       

      
        
          
          

        

        
          Exhibit
            C - 26

          
            

          

        

        
          
          

        

      

      
 

      
        	
                5.3

              	
                SUBORDINATE
                  OFFICERS

              	
                12

              
	
                5.4

              	
                REMOVAL
                  AND RESIGNATION OF OFFICERS

              	
                12

              
	
                5.5

              	
                VACANCIES
                  IN OFFICES

              	
                13

              
	
                5.6

              	
                CHAIRPERSON
                  OF THE BOARD

              	
                13

              
	
                5.7

              	
                PRESIDENT

              	
                13

              
	
                5.8

              	
                VICE
                  PRESIDENT

              	
                13

              
	
                5.9

              	
                SECRETARY

              	
                13

              
	
                5.10

              	
                CHIEF
                  FINANCIAL OFFICER/TREASURER

              	
                14

              
	
                5.11

              	
                ASSISTANT
                  SECRETARY

              	
                14

              
	
                5.12

              	
                ASSISTANT
                  TREASURER

              	
                14

              
	
                5.13

              	
                AUTHORITY
                  AND DUTIES OF OFFICERS

              	
                15

              
	
                5.14

              	
                SALARIES

              	
                15

              
	
                5.15

              	
                LOANS
                  TO OFFICERS AND EMPLOYEES

              	
                15

              
	
                ARTICLE
                  VI. INDEMNITY

              	
                15

              
	
                6.1

              	
                INDEMNIFICATION
                  OF OFFICERS AND DIRECTORS

              	
                15

              
	
                6.2

              	
                PREPAYMENT
                  OF EXPENSES; UNDERTAKING TO REPAY

              	
                16

              
	
                6.3

              	
                CLAIMS
                  BY INDEMNITEE; PRESUMPTION OF VALIDITY

              	
                16

              
	
                6.4

              	
                NON-EXCLUSIVITY
                  OF RIGHTS

              	
                17

              
	
                6.5

              	
                SET-OFF
                  AGAINST OTHER INDEMNIFICATION

              	
                17

              
	
                6.6

              	
                EFFECT
                  OF AMENDMENT OR REPEAL

              	
                17

              
	
                6.7

              	
                INDEMNIFICATION
                  OF EMPLOYEES AND AGENTS

              	
                17

              
	
                6.8

              	
                INSURANCE;
                  INDEMNIFICATION AGREEMENTS

              	
                17

              
	
                6.9

              	
                RELIANCE
                  UPON BOOKS, REPORTS AND RECORDS

              	
                18

              
	
                6.10

              	
                CERTAIN
                  DEFINITIONS

              	
                18

              
	
                ARTICLE
                  VII. RECORDS AND REPORTS

              	
                18

              
	
                7.1

              	
                MAINTENANCE
                  AND INSPECTION OF RECORDS

              	
                18

              
	
                7.2

              	
                INSPECTION
                  BY DIRECTORS

              	
                19

              
	
                ARTICLE
                  VIII. STOCK AND STOCK CERTIFICATES

              	
                19

              
	
                8.1

              	
                STOCK
                  CERTIFICATES; PARTLY PAID SHARES

              	
                19

              
	
                8.2

              	
                SPECIAL
                  DESIGNATION ON CERTIFICATES

              	
                20

              
	
                8.3

              	
                LOST
                  CERTIFICATES

              	
                20

              
	
                8.4

              	
                TRANSFER
                  OF STOCK; RESTRICTIONS ON TRANSFER

              	
                20

              
	
                8.5

              	
                STOCK
                  TRANSFER AGREEMENTS

              	
                21

              
	
                8.6

              	
                REGISTERED
                  STOCKHOLDERS

              	
                21

              
	
                8.7

              	
                DIVIDENDS

              	
                21

              
	
                ARTICLE
                  IX. GENERAL MATTERS

              	
                21

              
	
                9.1

              	
                CHECKS

              	
                21

              
	
                9.2

              	
                EXECUTION
                  OF CORPORATE CONTRACTS AND INSTRUMENTS

              	
                22

              
	
                9.3

              	
                FISCAL
                  YEAR

              	
                22

              
	
                9.4

              	
                SEAL

              	
                22

              
	
                9.5

              	
                REPRESENTATION
                  OF SHARES OF OTHER CORPORATIONS

              	
                22

              
	
                9.6

              	
                CONSTRUCTION;
                  DEFINITIONS

              	
                22

              
	
                ARTICLE
                  X. AMENDMENTS

              	
                23

              


      



     

    
      
        
        

      

      
        Exhibit
          C - 27

        
          

        

      

      
        
        

      

    

    

      Exhibit
        D

    

    


    Directors
      and Officers of Pixxures, Inc.

    


    Pursuant
      to Section 1.3(c) of the Agreement and Plan of Merger the following person
      shall
      be the sole Director of the Surviving Corporation, Pixxures, Inc., a Delaware
      corporation, as of the Effective Time of the Merger:

    


    Hugh
      H.
      Williamson, III

    


    Pursuant
      to Section 1.3(c) of the Agreement and Plan of Merger the following persons
      shall hold the offices set forth across from their names as officers of the
      Surviving Corporation, Pixxures, Inc., a Delaware corporation, as of the
      Effective Time of the Merger:

    


    
      	
              Name

            	 	 	 	 	
              Office

            
	
              1.  Charles
                Killpack

            	 	 	
              President
                and CEO

            	 	 
	
              2.  Dawn
                Patterson

            	 	 	
              Secretary

            	 	 
	
              3.  Steven
                Bragg

            	 	 	
              Treasurer
                and CFO

            	 	 


    

    


    



    
      
        
        

      

      
        Exhibit
          D - 1

        
          

        

      

      
        
        

      

    


    
       

      Exhibit
        E

    

    
 

    LETTER
      OF TRANSMITTAL

    


    to
      accompany certificates formerly representing shares of the Series B-1 Preferred
      Stock, $.001 par value per share, of Pixxures, Inc., a Delaware corporation
      (“Company Series B-1 Stock”)

    


    and/or

    


    certificates
      formerly representing shares of the Series C Preferred Stock, $.001 par value
      per share, of Pixxures, Inc., a Delaware corporation (“Company Series C
      Stock” and, together with the Company Series B-1 Stock, the “Company
      Preferred Stock”)

    


     

    surrendered
      in exchange for shares of the common stock, no par value per share, of Xedar
      Corporation (“Parent Common Stock”) at the rate of ______ shares of
      Parent Common Stock for each one (1) share of Company Series B-1 Stock and
      ______ shares of Parent Common Stock for each one (1) share of Company Series
      C
      Stock

     

    


     

    pursuant
      to the merger of Pixx Acquisition Corp., a Delaware corporation and wholly
      owned
      subsidiary of Xedar Corporation, with and into Pixxures, Inc. (the
“Merger”).

     

    This
      Letter of Transmittal should be completed, signed and submitted,
      together

    with
      your
      certificates (each, a “Certificate”) formerly representing Company
      Preferred Stock:

    
      


      
        	
                By
                  Mail:

              	
                The
                  Exchange Agent:

              	
                By
                  Hand or Overnight Courier:

              
	
                Xedar
                  Corporation

                8310
                  South Valley Highway,

                 Suite
                  220

                Englewood,
                  CO 80112

              	
                Attn:
                  Steven Bragg

              	
                Xedar
                  Corporation

                8310
                  South Valley Highway,

                 Suite
                  220

                Englewood,
                  CO 80112

              


      

    

     

    BY
      SIGNING THIS LETTER OF TRANSMITTAL YOU WILL HAVE SURRENDERED THE CERTIFICATE(S)
      FORMERLY REPRESENTING COMPANY PREFERRED STOCK.  PLEASE READ THE
      ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF
      TRANSMITTAL.

     

    Delivery
      of this Letter of Transmittal to the Exchange Agent other than as set forth
      above will not constitute a valid delivery.  You must sign this Letter
      of Transmittal where indicated.

    __________________

     

    Questions
      and requests for assistance or for additional copies of this Letter of
      Transmittal may be directed to the Exchange Agent at the address indicated
      above
      or by calling

     

    303-329-7182.


     


    
      
        
        

      

      
        Exhibit
          E - 1

        
          

        

      

      
        
        

      

    


    ITEM
      A

     

    DESCRIPTION
      OF COMPANY SERIES B-1 STOCK CERTIFICATE(S)
      SUBMITTED

     

    (If
      the
      space provided below is inadequate, the Certificate numbers and number
      of

     

    shares
      should be listed on a separate schedule signed and affixed hereto.)

     

     

    
      shares
        should be listed on a separate schedule signed and affixed hereto.)

       

      
        	
                Certificate(s)
                  Formerly Representing

                 

                Company
                  Series B-1 Stock

              
	
                 

                Name(s)
                  and Address(es) of Registered Holder(s)

                (Please
                  fill in, if blank, exactly as name(s)

                appear(s)
                  on stock certificate(s))

              	
                 

                 

                Certificate

                Number(s)

              	
                 

                Total
                  Number of Shares of Company Series B-1 Stock

                Represented
                  by Certificate(s)

              
	 	 	 
	 	 	 
	 	 	 
	
                 

                TOTAL

              	 


      

      


       

       DESCRIPTION
        OF COMPANY SERIES C STOCK CERTIFICATE(S) SUBMITTED

       

      (If
        the
        space provided below is inadequate, the Certificate numbers and number
        of

       

      shares
        should be listed on a separate schedule signed and affixed hereto.)

       

      
        	
                Certificate(s)
                  Formerly Representing

                 

                Company
                  Series C Stock

              
	
                 

                Name(s)
                  and Address(es) of Registered Holder(s)

                (Please
                  fill in, if blank, exactly as name(s)

                appear(s)
                  on stock certificate(s))

              	
                 

                 

                Certificate

                Number(s)

              	
                 

                Total
                  Number of Shares of Company Series C Stock

                Represented
                  by Certificate(s)

              
	 	 	 
	 	 	 
	 	 	 
	
                 

                TOTAL

              	 


      

      


       

      If
        any Certificate(s) has been lost or destroyed, check this box and see
        Instruction 6. 

    

     


    
      
        
        

      

      
        Exhibit
          E - 2

        
          

        

      

      
        
        

      

    


    Ladies
      and Gentlemen:

     

    Pursuant
      to an Agreement and Plan of Merger (the “Merger Agreement”), dated as
      of __________ ___, 2007, by and among Xedar Corporation, a Colorado corporation
      (“Parent”), Pixx Acquisition Corp., a Delaware corporation
      (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent,
      and Pixxures, Inc., a Delaware corporation (the “Company”), Acquisition
      Corp. has been merged with and into the Company, with the Company surviving
      as a
      wholly owned subsidiary of Parent (the “Merger”).  The
      undersigned encloses herewith and surrenders to Steven Bragg, acting as the
      exchange agent in connection with the Merger (the “Exchange Agent”),
      the above described certificate(s) (each, a “Certificate”) formerly
      representing (i) shares of the Series B-1 Preferred Stock, $.001 par value
      per
      share, of the Company (“Company Series B-1 Stock”) in exchange for
      ______ shares of the common stock, no par value per share, of the Parent
      (“Parent Common Stock”) for each one (1) share of Company Series B-1
      Stock so surrendered; or (ii) shares of Series C Preferred Stock, $.001 par
      value per share, of the Company (“Company Series C Stock”) in exchange
      for ______ shares of Parent Common Stock for each (1) share of Company Series
      C
      Stock so surrendered.  The Company Series B-1 Stock and the Company
      Series C Stock are collectively referred to as “Company Preferred
      Stock.”

     

    The
      undersigned hereby represents and warrants that the undersigned was the
      registered holder of the Company Preferred Stock represented by the enclosed
      Certificate(s) as of the close of business on __________ ___, 2007 (the date
      on
      which the Merger was completed), with good title to the above-described shares
      and full power and authority to surrender, sell, assign and transfer the shares
      represented by the enclosed Certificate(s), free and clear of all liens, claims
      and encumbrances, and not subject to any adverse claims.   The
      undersigned hereby irrevocably appoints the Exchange Agent as lawful agent
      and
      attorney-in-fact of the undersigned to effect the exchange (such power of
      attorney being deemed coupled with an interest).  All authority
      conferred or agreed to be conferred in this Letter of Transmittal shall be
      binding upon the successors, assigns, heirs, executors, administrators and
      legal
      representatives of the undersigned and shall not be affected by, and shall
      survive, the death or incapacity of the undersigned.

     

    It
      is
      understood that the undersigned will not receive the Parent Common Stock until
      after the Certificate(s) held by the undersigned are received by the Exchange
      Agent at the address set forth above, and until the same are processed for
      exchange by the Exchange Agent.

     

    Unless
      otherwise indicated below under “Special Issuance Instructions,” in exchange for
      the enclosed Certificate(s), the undersigned requests that a single certificate
      representing the Parent Common be issued to the
      undersigned.  Similarly, unless otherwise indicated below under
“Special Delivery Instructions,” the undersigned requests that the Parent mail
      such certificate to the undersigned at the address shown in Item A of this
      Letter of Transmittal.  In the event that both the “Special Issuance
      Instructions” and the “Special Delivery Instructions” are completed, please
      issue and mail such certificate to the person or entity so indicated at the
      address so indicated.

     

    By
      delivery of this Letter of Transmittal to the Exchange Agent, the undersigned
      represents and warrants that the undersigned (i) has full right, power and
      authority to deliver such Company Preferred Stock and this Letter of
      Transmittal, (ii) the undersigned has good, valid and marketable title to all
      shares of Company Preferred Stock indicated in such Letter of Transmittal and
      that the undersigned is not affected by any voting trust, agreement or
      arrangement affecting the voting rights of such Company Preferred Stock, (iii)
      the undersigned is acquiring Parent Common Stock for investment purposes, and
      not with a view to selling or otherwise distributing such Parent Common Stock
      in
      violation of the Securities Act of 1933, as amended, or the securities laws
      of
      any state, (iv) that the undersigned has had an opportunity to ask and receive
      answers to any questions the undersigned may have had concerning the terms
      and
      conditions of the Merger and the Parent Common Stock and has obtained any
      additional information that the undersigned has requested, and (v) that the
      undersigned has such knowledge and

     


    
      
        
        

      

      
        Exhibit
          E - 3

        
          

        

      

      
        
        

      

    


    experience
      in financial and business matters that it is capable of evaluating the merits
      and risks of an investment in Parent and can bear the financial risk of a total
      loss of its investment.

     

    PLEASE
      READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS
      CAREFULLY IN THEIR ENTIRETY.  THIS LETTER OF TRANSMITTAL (OR A COPY
      HEREOF) AND ALL OTHER DOCUMENTS AND INSTRUMENTS REQUIRED HEREBY SHOULD BE MAILED
      OR DELIVERED TO THE EXCHANGE AGENT AS SET FORTH ABOVE.  UNLESS AND
      UNTIL THE PROVISIONS HEREOF ARE SATISFIED, NO PARENT COMMON STOCK WILL BE
      ISSUED.

     

    
      


       

      
        	
                 

                ITEM
                  B:  SPECIAL ISSUANCE INSTRUCTIONS

                (See
                  Instructions 2, 4 and 7)

              	 	
                 

                ITEM
                  C:  SPECIAL DELIVERY INSTRUCTIONS

                (See
                  Instructions 2, 5 and 7)

              
	
                COMPLETE
                  ONLY if the certificate evidencing Parent Common Stock is to be
                  registered
                  or issued in a name OTHER than the name(s) of the registered holder(s)
                  appearing under ITEM A, above.

                 

                Please
                  issue any certificates for Parent Common Stock to:

                 

                Name:                                                           

                 

                Address:                                                           

                Please
                  Print

                 

                Taxpayer
                  Identification
                  No.:                                                           

                 

              	 	
                COMPLETE
                  ONLY if delivery of the certificate evidencing Parent Common Stock
                  is to
                  be made OTHER than to the address of the registered holder(s) appearing
                  under ITEM A, above, or, if the box in ITEM B is filled in, OTHER
                  than to
                  the address appearing therein.

                 

                Please
                  mail or deliver any certificate for

                Parent
                  Common Stock to:

                 

                Name:                                                                 

                 

                Address:                                                                 

                Please
                  Print

                 

                Taxpayer
                  Identification
                  No.:                                                                 

                 

              


      

      


       

      


    


    
      
        
        

      

      
        Exhibit
          E - 4

        
          

        

      

      
        
        

      

    


    THE
      FOLLOWING MUST BE COMPLETED BY ALL SURRENDERING
      STOCKHOLDERS.

     

    
       

      
        	
                ITEM
                  D:

                 

              
	
                IMPORTANT—PLEASE
                  SIGN HERE

              
	
                (Please
                  Complete Substitute Form W-9)

              
	
                (See
                  Instructions 1, 2 and 3)

              
	 
	
                X   ________________________________________________________________________________________________________                                                                                                                                     

              
	 
	
                X   ________________________________________________________________________________________________________                                                                                                                                         

              
	
                Signature(s)
                  of Owner(s)

              
	 
	
                This
                  Letter of Transmittal must be signed by the registered holder(s)
                  as the
                  name(s) appear(s) on the Certificate(s) surrendered or by person(s)
                  authorized to become registered 

                holder(s)
                  by  endorsements
                  and documents transmitted herewith.  If signature is by a
                  trustee, executor, administrator, guardian, attorney-in-fact, officer
                  or
                  other person 

                acting
                  in a fiduciary or  representative
                  capacity, please set forth full title.

              
	 
	
                Name(s):    __________________________________________________________________________________________________                                                                                                                                    

              
	 
	                   
                ___________________________________________________________________________________________
	
                (Please
                  Print)

              
	 
	 
	
                Capacity:  __________________________________________________________________________________________________                                                                                                                                      

              
	 
	
                Address:  __________________________________________________________________________________________________                                                                                                                                      

              
	
                (Include
                  Zip
                  Code)

              
	 
	
                Daytime
                  Area Code and Telephone
                  No.:   __________________________________________________________________________________________________                                                                                                                                     

              
	 
	
                Dated:  ________________________,
                  2007

              
	 


      

      


       

    


    
      
        
        

      

      
        Exhibit
          E - 5

        
          

        

      

      
        
        

      

    


    INSTRUCTIONS

     

    Please
      complete, sign and deliver to the Exchange Agent the enclosed Letter of
      Transmittal in order to surrender your certificates formerly representing
      Company Preferred Stock in exchange for Parent Common Stock.  The
      enclosed Letter of Transmittal should be promptly (i) completed and signed
      in the spaces provided on the Letter of Transmittal; and (ii) mailed or
      delivered with your Certificate(s) formerly representing Company Preferred
      Stock
      to the Exchange Agent at the address listed on the first page of the Letter
      of
      Transmittal.

     

    Company
      Preferred Stock holders will not receive Parent Common Stock in exchange for
      Certificate(s) formerly representing shares of Company Preferred Stock until
      the
      Certificate(s) owned by such shareholder is (are) received by the Exchange
      Agent
      at the address set forth on the first page of the enclosed Letter of Transmittal
      and until the same are processed for exchange by the Exchange
      Agent.

     

     

    
      
        1.           Delivery
          of Letter of Transmittal and Certificates

         

        Certificate(s)
          formerly representing Company Preferred Stock, together with the signed
          and
          completed Letter of Transmittal and any additional information required
          by these
          instructions, should be mailed or otherwise delivered to Steven Bragg,
          who is
          the Exchange Agent in connection with the Merger, at the address located
          on the
          front of the enclosed Letter of Transmittal.

         

        The
          method of transmitting Certificate(s) and the enclosed Letter of Transmittal
          is
          at the option and risk of the holder.  However, if Certificate(s) are
          sent by mail, it is recommended that they be sent
          by registered mail, properly insured, with return receipt
          requested.  The risk of loss and title to the Certificate(s) shall
          pass only upon delivery to the Exchange Agent as provided herein.

         

        All
          questions as to the validity, form and eligibility of any surrender of
          any
          Certificate will be determined by Parent (which may delegate power in whole
          or
          in part to the Exchange Agent) and such determination shall be final and
          binding.  Parent reserves the right to waive any irregularities or
          defects in the surrender of any Certificate(s).  A surrender will not
          be deemed to have been made until all irregularities have been cured or
          waived.

         

        2.           Signatures
          on Letter of Transmittal, Powers and Endorsements

         

        If
          the
          enclosed Letter of Transmittal is signed by the registered holder of the
          Certificate(s) surrendered thereby, the signature must correspond exactly
          with
          the name written on the face of the Certificate(s) without alteration,
          enlargement or any change whatsoever.

         

        If
          the
          Certificate(s) surrendered with the enclosed Letter of Transmittal is owned
          of
          record by two or more joint owners, all such owners must sign the Letter
          of
          Transmittal in Item D thereof.

         

        If
          any
          Certificate(s) surrendered are registered in different names or forms of
          ownership, separate Letters of Transmittal must be completed, signed and
          returned for each different registration.  Photocopies of the enclosed
          Letter of Transmittal may be used if multiples are required but each photocopy
          must be submitted with original signatures.

         

        If
          the
          enclosed Letter of Transmittal is signed by the registered owner(s) of
          the
          Certificate(s) listed and surrendered thereby, no endorsements of the
          Certificate(s) or separate powers are required.

         

        If
          the
          enclosed Letter of Transmittal is signed in Item D thereof by an executor,
          administrator, trustee, guardian, attorney-in-fact, officer, or other person
          acting in a fiduciary or representative capacity, the Letter of Transmittal
          and
          Certificate(s) surrendered thereby must be accompanied by evidence, satisfactory
          to the Exchange Agent and the Company, of the authority of such person
          to sign
          the Letter of Transmittal.

         

        If
          the
          enclosed Letter of Transmittal is signed in Item D thereof by a person
          other
          than the registered owner of the Certificate(s) listed and surrendered
          thereby,
          who is not a person described in the

         

      

    


    
      
        
        

      

      
        Exhibit
          E - 6

        
          

        

      

      
        
        

      

    

    
       

       

      immediately
        preceding paragraph, the Certificate(s) formerly representing the Company
        Preferred Stock must be properly endorsed or be accompanied by appropriate
        powers, properly executed by the registered holder(s) of such
        Certificate(s).

       

      3.           New
        Certificates in Same Name

       

      If
        all
        certificates representing Parent Common Stock are to be registered in exactly
        the same name that appears on the Certificate(s) being surrendered with the
        enclosed Letter of Transmittal, the holder thereof will not be required to
        endorse such Certificate(s) or to make any payment for transfer taxes in
        respect
        thereof.

       

      4.           New
        Certificates in Different Name

       

      If
        any
        certificate representing Parent Common Stock is to be registered in a name
        other
        than exactly the name that appears on the Certificate(s) formerly representing
        the Company Preferred Stock being submitted with the enclosed Letter of
        Transmittal, the Certificate(s) so submitted must be endorsed, or accompanied
        by
        an appropriately signed stock power.  In such case, Item B, “Special
        Issuance Instructions,” on the enclosed Letter of Transmittal must be
        completed.

       

      5.           Special
        Delivery Instructions

       

      Indicate
        on Item C, “Special Delivery Instructions,” on the enclosed Letter of
        Transmittal the name and address of the person(s) to whom the certificate(s)
        are
        to be sent if different from the name and address of the person(s) signing
        the
        Letter of Transmittal.

       

      6.           Lost
        Or Destroyed Certificate(s)

       

      If
        your
        Certificate(s) formerly representing Company Preferred Stock has been either
        lost or destroyed, check the appropriate box at the beginning of the enclosed
        Letter of Transmittal, complete the Letter of Transmittal and deliver it
        to the
        Exchange Agent at one of the addresses set forth at the beginning of the
        enclosed Letter of Transmittal.  The Exchange Agent will then forward
        to you documentation necessary to be completed in order to surrender such
        lost
        or destroyed Certificate(s) and receive Parent Common Stock in exchange
        therefor.  You may be asked to provide an affidavit and, if required
        by the Company, to post a bond in such reasonable and customary amount as
        the
        Company may direct as indemnity against any claim that may be made against
        the
        Company with respect to such lost or destroyed Certificate(s).

       

      7.           Questions
        and Additional Copies

       

      Information
        and additional copies of the enclosed Letter of Transmittal may be obtained
        from
        the Exchange Agent by writing to the mailing address or calling
        303-329-7182.

       

      


        
          
            
            

          

          
            Exhibit
              E - 7

            
              

            

          

          
            
            

          

        



    

    
      Exhibit
        F

       

       

    

    REGISTRATION
      RIGHTS

     

    This
      Registration Rights Agreement (“Agreement”)
      is entered into by and between Xedar Corporation, a Colorado
      corporation (the “Company”), and those parties listed
      on Exhibit A hereto (each, a “Stockholder” and
      collectively the “Stockholders”) as of September ___,
      2007.

     

    
      	
              1.

            	
              Description
                of Transaction; Issuance of
                Stock

            


    

     

    (a)           Pursuant
      to the terms of that certain Agreement and Plan of Merger, dated September
      26,
      2007 (the “Merger Agreement”), by and among the
      Company, Pixx Acquisition Corp., a Delaware corporation
      (“Acquisition Corp.”), which is a wholly-owned
      subsidiary of the Company, and Pixxures, Inc., a Delaware corporation
      (“Pixxures”), Acquisition Corp merged with and into
      Pixxures, with Pixxures being the surviving corporation (the
“Merger”).

     

    (b)           Pursuant
      to the terms of the Merger Agreement, upon the effective date of the Merger
      (the
“Effective Date”), each share of common stock, $.001
      par value per share, of Pixxures (the “Pixxures Common
      Stock”), by virtue of the Merger and without any action on the
      part of the holder thereof, was cancelled and extinguished.

     

    (c)           Pursuant
      to the terms of the Merger Agreement, upon the Effective Date, each share of
      Series A-1 Preferred Stock, $.001 par value per share, of the Company (the
      “Series A-1 Preferred Stock”) by virtue of the Merger
      and without any action on the part of the holders thereof, was cancelled and
      extinguished.

     

    (d)           Pursuant
      to the terms of the Merger Agreement, upon the Effective Date, each share of
      Series B-1 Preferred Stock, $.001 par value per share, of the Company (the
      “Series B-1 Preferred Stock”), by virtue of the Merger
      and without any action on the part of the holders thereof, was converted into
      a
      number of shares of common stock of the Company (“Company Common
      Stock”) calculated pursuant to the Merger Agreement.

     

    (e)           Pursuant
      to the terms of the Merger Agreement, upon the Effective Date, each share of
      Series C Preferred Stock, $.001 par value per share, of the Company (the
“Series C Preferred Stock” and, together with the
      Series A-1 Preferred Stock and Series B-1 Preferred Stock, the
“Pixxures Preferred Stock”), by virtue of the Merger
      and without any action on the part of the holders thereof, was converted into
      a
      number of shares of Company Common Stock calculated pursuant to the Merger
      Agreement.

     

    (f)           In
      addition, upon the occurrence certain conditions specified in the Merger
      Agreement, Stockholder may be entitled to receive Stockholder’s pro rata share
      of certain additional shares of Company Common Stock issued as a result of
      the
      Merger.

     

    (g)           Prior
      to the Merger, Stockholder was a holder of Pixxures Preferred
      Stock.  As a result of the Merger, Stockholder is now a holder of
      Company Common Stock.  Pursuant to the terms of the Merger Agreement,
      promptly following the closing (the “Closing Date”)
      and upon receipt from Stockholder of the transmittal letter and certificates
      called for thereby, the Company shall direct its transfer agent to issue to
      Stockholder that number of shares of Company

     


    
      
        
        

      

      
        Exhibit
          F - 1

        
          

        

      

      
        
        

      

    


    Common
      Stock to which Stockholder is entitled. The Company and Stockholder now desire
      to enter into this Agreement to provide for the registration rights granted
      hereby.

     

    
      	
              2.

            	
              Registration
                Rights

            


    

     

    The
      Company covenants and agrees with the Stockholder as follows:

     

    2.1           Definitions

     

    For
      purposes of this Agreement:

     

    (a)           The
      term “Act” means the Securities Act of 1933, as
      amended.

     

    (b)           The
      term “Holder” means any person owning or having the
      right to acquire Registrable Securities or any assignee thereof in accordance
      with Section 2.8 hereof.

     

    (c)           The
      term “1934 Act” means the Securities Exchange Act of
      1934, as amended.

     

    (d)           The
      term “register,”
“registered,” and
“registration”
refer
      to a registration effected by
      preparing and filing a registration statement or similar document in compliance
      with the Act, and the declaration or ordering of effectiveness of such
      registration statement or document.

     

    (e)           The
      term “Registrable Securities” means (i) the Company
      Common Stock issued or issuable pursuant to the terms of the Merger Agreement,
      whether at the Closing (as defined in the Merger Agreement) or pursuant to
      Section 1.8(b) thereof, and (ii) any shares of the Company issued as (or
      issuable upon the conversion or exercise of any warrant, right or other security
      that is issued as) a dividend or other distribution with respect to, or in
      exchange for, or in replacement of, the Company Common Stock referenced
      above.

     

    (f)           The
      number of shares of Registrable Securities outstanding shall be determined
      by
      the number of share of Company Common Stock outstanding that are, and the number
      of shares of Company Common Stock issuable pursuant to then exercisable or
      convertible securities that are, Registrable Securities.

     

    (g)           The
      term “SEC” shall mean the U.S. Securities and Exchange
      Commission.

     

    2.2           Registration

     

    (a)           The
      Company has filed, or is in the process of filing, a registration statement
      with
      the SEC concerning the registration of certain shares of Company Common Stock
      other than the shares of Company Common Stock to be issued in connection with
      or
      as a result of the Merger (the “Initial Registration
      Statement”), and will use best efforts to cause the SEC to declare
      the Initial Registration Statement effective as soon as
      practicable.

     

    (b)           Upon
      the later to occur of the date that is (i) sixty (60) days after
      the

     


    
      
        
        

      

      
        Exhibit
          F - 2

        
          

        

      

      
        
        

      

    


    Closing
      Date or (ii) sixty days (60) after the date upon which the Initial Registration
      Statement is declared effective by the SEC, the Company shall prepare and file
      a
      registration statement under the Act with the SEC covering not less than one
      half of the Registrable Securities and to cause such registration statement
      to
      be declared effective.

     

    (c)           Upon
      the later to occur of the date that is (i) six (6) months after the Closing
      Date
      or (ii) six (6) months after the date upon which the Initial Registration
      Statement is declared effective by the SEC, the Company shall prepare and file
      a
      registration statement under the Act with the SEC covering the remaining
      Registrable Securities then-outstanding and to cause such registration statement
      to be declared effective.

     

    (d)           
      In the event that additional shares of Company Common Stock are issued pursuant
      to Section 1.8(b) of the Merger Agreement, the Company shall prepare and file
      a
      registration statement under the Act with the SEC covering such Registrable
      Securities and to cause such registration statement to be declared effective
      within 60 days following the issuance thereof.

     

    (e)           The
      Company shall not be required to file a registration statement pursuant to
      this
      Section 2.2 if the Company shall furnish to Holders a certificate signed by
      the Company’s Chief Executive Officer or Chairman of the Board stating that in
      the good faith judgment of the Board of Directors of the Company, it would
      be
      seriously detrimental to the Company and its stockholders for such registration
      statement to be filed at such time, in which event the Company shall have the
      right to defer such filing for a period of not more than sixty (60) days after
      delivery of the certificate. The foregoing right to defer filing of a
      registration statement shall not be used more than once in any 12 month
      period.

     

    2.3           Obligations
      of the Company

     

    Whenever
      required under this Section 2 to effect the registration of any Registrable
      Securities, the Company shall, as expeditiously as reasonably
      possible:

     

    (a)           prepare
      and file with the SEC registration statements with respect to such Registrable
      Securities and cause such registration statement to become effective, and keep
      such registration statement effective until the distribution contemplated in
      the
      registration statement has been completed;

     

    (b)           prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of all securities covered by such registration
      statement;

     

    (c)           furnish
      to the Holders such numbers of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Act, and such other
      documents as they may reasonably request in order to facilitate the disposition
      of Registrable Securities owned by them;

     

    (d)           use
      all reasonable efforts to register and qualify the securities covered by such
      registration statement under such other securities or Blue Sky laws of such
      jurisdictions as

     


    
      
        
        

      

      
        Exhibit
          F - 3

        
          

        

      

      
        
        

      

    


    shall
      be
      reasonably requested by the Holders, provided that the Company shall not be
      required in connection therewith or as a condition thereto to qualify to do
      business or to file a general consent to service of process in any such states
      or jurisdictions;

     

    (e)           in
      the event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering;

     

    (f)           notify
      each Holder of Registrable Securities covered by such registration statements
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Act or the happening of any event as a result of which the prospectus
      included in such registration statement, as then in effect, includes an untrue
      statement of a material fact or omits to state a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances then existing; and

     

    (g)           cause
      all such Registrable Securities registered pursuant hereunder to be listed
      on
      each securities exchange on which similar securities issued by the Company
      are
      then listed.

     

    In
      connection with the foregoing obligations, the Company shall make available
      to a
      representative of the Stockholders (which person shall initially be Tim Connor,
      who may be replaced by the election of a majority in interest of the
      Stockholders and upon written notice to the Company in accordance with Section
      4.5 below) each comment letter delivered by the SEC with respect to any such
      registration statement, shall respond to each such comment letter within 15
      days
      of receipt thereof, shall deliver copies of each response to a representative
      of
      the Stockholders upon request, and shall diligently pursue effectiveness of
      each
      registration statement.

     

    2.4           Information
      from Holder

     

    It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to this Section 2 with respect to the Registrable Securities of any
      selling Holder, that such Holder shall furnish to the Company such information
      regarding itself, the Registrable Securities held by it, and the intended method
      of disposition of such securities as shall be required to effect the
      registration of such Holder’s Registrable Securities.

     

    2.5           Expenses
      of Registration

     

    All
      expenses other than underwriting discounts and commissions incurred in
      connection with registrations, filings or qualifications pursuant to this
      Section 2, including (without limitation) all registration, filing and
      qualification fees, printers’ and accounting fees, fees and disbursements of
      counsel for the Company and the reasonable fees and disbursements of one counsel
      for the selling Holders shall be borne by the Company.

     


    
      
        
        

      

      
        Exhibit
          F - 4

        
          

        

      

      
        
        

      

    


    2.6           Delay
      of Registration

     

    The
      Company and each Holder shall not have any right to obtain or seek an injunction
      restraining or otherwise delaying any such registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 2.

     

    2.7           Indemnification

     

    (a)           To
      the extent permitted by law, the Company will indemnify and hold harmless each
      Holder, the partners or officers, directors and shareholders of each Holder,
      legal counsel and accountants for each Holder, any underwriter (as defined
      in
      the Act) for such Holder and each person, if any, who controls such Holder
      or
      underwriter within the meaning of the Act or the 1934 Act, against any losses,
      claims, damages or liabilities (joint or several) to which they may become
      subject under the Act, the 1934 Act or any state securities laws, insofar as
      such losses, claims, damages, or liabilities (or actions in respect thereof)
      arise out of or are based upon any of the following statements, omissions or
      violations (collectively a “Violation”): (i) any
      untrue statement or alleged untrue statement of a material fact contained in
      such registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements thereto,
      (ii) the omission or alleged omission to state therein a material fact
      required to be stated therein, or necessary to make the statements therein
      not
      misleading, or (iii) any violation or alleged violation by the Company of
      the Act, the 1934 Act, any state securities laws or any rule or regulation
      promulgated under the Act, the 1934 Act or any state securities laws; and the
      Company will reimburse each such Holder, underwriter or controlling person
      for
      any legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided, however, that the indemnity agreement contained in this Section 2.7(a)
      shall not apply to amounts paid in settlement of any such loss, claim, damage,
      liability or action if such settlement is effected without the consent of the
      Company (which consent shall not be unreasonably withheld), nor shall the
      Company be liable in any such case for any such loss, claim, damage, liability
      or action to the extent that it arises out of or is based upon a Violation
      that
      occurs in reliance upon and in conformity with written information furnished
      expressly for use in connection with such registration by any such Holder,
      underwriter or controlling person; provided further, however, that the foregoing
      indemnity agreement with respect to any preliminary prospectus shall not inure
      to the benefit of any Holder or underwriter, or any person controlling such
      Holder or underwriter, from whom the person asserting any such losses, claims,
      damages or liabilities purchased shares in the offering, if a copy of the
      prospectus (as then amended or supplemented if the Company shall have furnished
      any amendments or supplements thereto) was not sent or given by or on behalf
      of
      such Holder or underwriter to such person, if required by law so to have been
      delivered, at or prior to the written confirmation of the sale of the shares
      to
      such person, and if the prospectus (as so amended or supplemented) would have
      cured the defect giving rise to such loss, claim, damage or
      liability.

     

    (b)           To
      the extent permitted by law, each selling Holder will indemnify and hold
      harmless the Company, each of its directors, each of its officers who has signed
      the registration statement, each person, if any, who controls the Company within
      the meaning of the Act, legal counsel and accountants for the Company, any
      underwriter, any other Holder selling securities in such registration statement
      and any controlling person of any such underwriter or

     


    
      
        
        

      

      
        Exhibit
          F - 5

        
          

        

      

      
        
        

      

    


    other
      Holder, against any losses, claims, damages or liabilities (joint or several)
      to
      which any of the foregoing persons may become subject, under the Act, the 1934
      Act or any state securities laws, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereto) arise out of or are based upon
      any
      Violation, in each case to the extent (and only to the extent) that such
      Violation occurs in reliance upon and in conformity with written information
      furnished by such Holder expressly for use in connection with such registration;
      and each such Holder will reimburse any person intended to be indemnified
      pursuant to this Section 2.7(b), for any legal or other expenses reasonably
      incurred by such person in connection with investigating or defending any such
      loss, claim, damage, liability or action; provided, however, that the indemnity
      agreement contained in this Section 2.7(b) shall not apply to amounts paid
      in
      settlement of any such loss, claim, damage, liability or action if such
      settlement is effected without the consent of the Holder (which consent shall
      not be unreasonably withheld), provided that in no event shall any indemnity
      under this Section 2.7(b) exceed the gross proceeds from the offering received
      by such Holder.

     

    (c)           Promptly
      after receipt by an indemnified party under this Section 2.7 of notice of the
      commencement of any action (including any governmental action), such indemnified
      party will, if a claim in respect thereof is to be made against any indemnifying
      party under this Section 2.7, deliver to the indemnifying party a written notice
      of the commencement thereof and the indemnifying party shall have the right
      to
      participate in, and, to the extent the indemnifying party so desires, jointly
      with any other indemnifying party similarly noticed, to assume the defense
      thereof with counsel mutually satisfactory to the parties; provided, however,
      that an indemnified party (together with all other indemnified parties that
      may
      be represented without conflict by one counsel) shall have the right to retain
      one separate counsel, with the fees and expenses to be paid by the indemnifying
      party, if representation of such indemnified party by the counsel retained
      by
      the indemnifying party would be inappropriate due to actual or potential
      differing interests between such indemnified party and any other party
      represented by such counsel in such proceeding.  The failure to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action, if prejudicial to its ability to defend such
      action, shall relieve such indemnifying party of any liability to the
      indemnified party under this Section 2.7, but the omission so to deliver written
      notice to the indemnifying party will not relieve it of any liability that
      it
      may have to any indemnified party otherwise than under this Section
      2.7.

     

    (d)           If
      the indemnification provided for in this Section 2.7 is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, liability, claim, damage or expense referred to herein, then the
      indemnifying party, in lieu of indemnifying such indemnified party hereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such loss, liability, claim, damage or expense in such proportion
      as
      is appropriate to reflect the relative fault of the indemnifying party on the
      one hand and of the indemnified party on the other in connection with the
      statements or omissions that resulted in such loss, liability, claim, damage
      or
      expense, as well as any other relevant equitable considerations.  The
      relative fault of the indemnifying party and of the indemnified party shall
      be
      determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or the omission to state a material fact
      relates to information supplied by the indemnifying party or by the indemnified
      party and the parties’ relative intent, knowledge, access to information, and
      opportunity to correct or prevent such statement or omission.

     


    
      
        
        

      

      
        Exhibit
          F - 6

        
          

        

      

      
        
        

      

    


    (e)           Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

     

    (f)           Notwithstanding
      the foregoing, no person or entity guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Act) shall be entitled to
      contribution from any person or entity who was not guilty of such fraudulent
      misrepresentation.

     

    (g)           The
      obligations of the Company and Holders under this Section 2.7 shall survive
      the
      completion of any offering of Registrable Securities in a registration statement
      under this Section 2, and otherwise.

     

    2.8           Assignment
      of Registration Rights

     

    The
      rights of the Holders of the Registrable Securities pursuant to this Section
      2
      may be assigned (but only with all related obligations) by a Holder to a
      transferee or assignee of such securities, subject to applicable securities
      laws, provided that: (i) the Company is, within a reasonable time after such
      transfer, furnished with written notice of the name and address of such
      transferee or assignee and the Registrable Securities with respect to which
      such
      registration rights have been assigned, (ii) such transferee or assignee agrees
      in writing to be bound by and subject to the terms and conditions of this
      Agreement, and (iii) such assignment shall be effective only if such transfer
      complies with applicable terms of the Act.

     

    2.9           Termination
      of Registration Rights

     

    The
      obligations of the Company to register the Registrable Securities pursuant
      to
      the terms of this Agreement shall terminate upon the date upon which all
      Registrable Securities held by Stockholder (i) could be sold pursuant Rule
      144
      in any single three month period or (ii) could be sold pursuant to Rule
      144(k).

     

    
      	
              3.

            	
              Restrictive
                Legends; Stop-Transfer
                Orders

            


    

     

    3.1           Legend

     

    The
      certificate or certificates representing the Company Common Stock shall bear
      a
      legend in substantially the form set forth below in this Section 3.1, and any
      legends required by applicable state securities laws:

     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
      TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION
      REQUIREMENTS.”

     

    The
      Company shall remove such legend and reissue one or more certificates
      representing shares of Company Common Stock promptly upon request (i) at such
      time as the shares of Company


    
      
        
        

      

      
        Exhibit
          F - 7

        
          

        

      

      
        
        

      

    


    Common
      Stock represented thereby are registered pursuant to the terms hereof, or (ii)
      at such time as the holder thereof shall have provided an opinion of counsel
      to
      the effect that such legend may be appropriately removed.

    


    3.2           Stop-Transfer
      Notices

     

    Stockholder
      agrees that, in order to ensure compliance with the restrictions referred to
      herein, the Company may issue appropriate “stop transfer” instructions to its
      transfer agent, if any, and that, if the Company records transfer of its own
      securities, it may make appropriate notations to the same effect in its own
      records.

     

    3.3           Refusal
      to Transfer

     

    The
      Company shall not be required (i) to transfer on its books any Company
      Common Stock that has been sold or otherwise transferred in violation of any
      of
      the provisions of this Agreement or (ii) to treat as owner of such Company
      Common Stock, or to accord the right to vote or pay dividends, to any purchaser
      or other transferee to whom such Company Common Stock shall have been
      transferred in violation of any of the provisions of this
      Agreement.

     

    
      	
              4.

            	
              Miscellaneous

            


    

     

    4.1           Governing
      Law; Jurisdiction and Venue

     

    This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of Colorado without giving effect
      to
      principles of conflicts of law.  The parties irrevocably consent to
      the jurisdiction and venue of the state and federal courts located in the City
      and County of Denver, Colorado, in connection with any action relating to this
      Agreement.

     

    4.2           Entire
      Agreement; Enforcement of Rights

     

    This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter herein and merges all prior discussions between
      them.  No modification of or amendment to this Agreement, nor any
      waiver of any rights under this Agreement, shall be effective unless in writing
      signed by the parties to this Agreement.  The failure by either party
      to enforce any rights under this Agreement shall not be construed as a waiver
      of
      any rights of such party.

     

    4.3           Severability

     

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

     


    
      
        
        

      

      
        Exhibit
          F - 8

        
          

        

      

      
        
        

      

    


    4.4           Titles;
      Construction

     

    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.  This Agreement is the result of negotiations between and
      has been reviewed by each of the parties hereto and their respective counsel,
      if
      any; accordingly, this Agreement shall be deemed to be the product of all of
      the
      parties hereto, and no ambiguity shall be construed in favor of or against
      any
      one of the parties hereto on account of the identity of the
      drafter.

     

    4.5           Notices

     

    Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given (i) upon personal
      delivery to the party to be notified, (ii) one business day after deposit with
      a
      nationally recognized overnight courier service, prepaid for overnight delivery
      and addressed to the party to be notified at the address indicated for such
      party on the signature page hereto or on Exhibit A hereto, as applicable,
      or at such other address as such party may designate pursuant to the notice
      provisions of this Section 4.5, or (iii) three days after deposit with the
      U.S.
      Postal Service, postage prepaid, registered or certified with return receipt
      requested and addressed to the party to be notified at the address indicated
      for
      such party on the signature page hereto or at such other address as such party
      may designate pursuant to the notice provisions of this Section
      4.5.

     

    4.6           Counterparts

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which shall constitute one
      instrument.

     

    4.7           Successors
      and Assigns

     

    The
      rights and benefits of this Agreement shall inure to the benefit of, shall
      be
      binding upon, and be enforceable by and against the Company and the Company’s
      successors and assigns.  The term “successor” shall include, but not
      be limited to, any person, including an entity, which acquires or consolidates
      with the Company or a successor of the Company or which acquires the business
      of
      the Company in any transaction, including a reorganization transaction, or
      in a
      series of transactions or reorganization transactions. The rights and
      obligations of Stockholder under this Agreement may only be assigned with the
      prior written consent of the Company or as provided in this
      Agreement.

     

    4.8           Expenses

     

    If
      any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
      which
      such party may be entitled.

     


    
      
        
        

      

      
        Exhibit
          F - 9

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the parties hereto have executed this Agreement,
      intending to be legally bound, as of the date first written above:

     

    Stockholder:

     

    


     

    _____________________________________________________________________

     

    Print
      Name: 
___________________________________________________________

     

    Address: 
      _____________________________________________________________

     

    


     

    


     

    Company:

     

    Xedar
      Corporation, a Colorado corporation

     

    By:       /s/
      Hugh
      H. Williamson,
      III_________________                                                                    

    Hugh
      H.
      Williamson, III

    President
      and CEO

    


    


    Address:

    



    
      
        
        

      

      
        Exhibit
          F - 10

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    Stockholders

    


    


    ALTIRA
      GROUP

    


    Jim
      Newell, CFO

    Altira
      Group LLC

    World
      Trade Center

    1625
      Broadway, Suite 2450

    Denver,
      CO  80202

    jnewell@altiragroup.com

    


    


    APPIAN
      VENTURE PARTNERS

    


    Mark
      Soane, Partner

    Appian
      Venture Partners

    1512
      Larimer Street, Suite 200

    Denver,
      CO  80202-1699

    mark@appianvc.com

    


    


    SEQUEL
      VENTURE PARTNERS

    


    Tim
      Connor, Partner

    4430
      Arapahoe Avenue, Suite 220

    Boulder,
      CO  80303  303-448-2117   303-546-9728

    tim@sequelvc.com

    


    


    CRAWLEY
      VENTURES

    


    Martha
      Tracey

    1512
      Larimer Street, Suite 200

    Denver,
      CO 80202-1699

    marthat@crawleypetroleum.com

    


    


    5280
      PARTNERS

    


    Peter
      Smith

    360
      South
      Monroe Street

    Suite
      600

    Denver,
      CO  80209


    
      
        
        

      

      
        Exhibit
          F - 11

        
          

        

      

      
        
        

      

    


    smith@5280partners.com

    


    


    PARAGON
      RANCH

    


    Leslie
      Melzer, CFO

    5445
      DTC
      Parkway

    Suite
      1020

    Greenwood
      Village, CO  80111

    leslie_melzer@paragonranch.com

    


    


    STEVEN
      KIM HATFIELD REVOCABLE TRUST

    


    Kim
      Hatfield

    Hightower
      Building

    105
      N.
      Hudson

    Suite
      800

    Oklahoma
      City, OK  73102

    kimh@crawleypetroleum.com

    


    


    ENHANCED
      CAPITAL PARTNERS

    


    Jay
      L.
      Holtz

    Director,
      Enhanced Capital Partners

    6101
      West
      Courtyard Drive, Building #5, Suite C

    Austin,
      Texas 78730

    jholtz@enhancedcap.com

    


    


    Brian
      Webster

    7734
      Terry Court

    Arvada,
      CO  80007  (303) 425-4427

    


    William
      G. Harley

    301
      Jacob
      Street

    Seekonk,
      MA  02771

    


    



    
      
        
        

      

      
        Exhibit
          F - 12

        
          

        

      

      
        
        

      

    


    


    Company
      Disclosure Schedule

    


    


    


    PIXXURES,
      INC.

    DISCLOSURE
      SCHEDULE

    


    This
      disclosure schedule (“Disclosure Schedule”) is being
      furnished by Pixxures, Inc (“Corporation”) in
      connection with the Agreement and Plan of Merger, dated as of September __,
      2007, among the Company, Pixx Acquisition Corp., a Delaware Company and Xedar
      Corporation, a Colorado corporation (the
“Agreement”).  Unless the context otherwise
      requires, all capitalized terms used in this Disclosure Schedule shall have
      the
      respective meanings assigned to them in the Agreement.

     

    No
      reference to or disclosure of any item or other matter in this Disclosure
      Schedule shall be construed as an admission or indication that such item or
      other matter is material or that such item or other matter is required to be
      referred to or disclosed in this Disclosure Schedule.  No disclosure
      in this Disclosure Schedule relating to any possible breach or violation of
      any
      agreement, law or regulation shall be construed as an admission or indication
      that any such breach or violation exists or has actually occurred.

     

    This
      Disclosure Schedule and the information and disclosures contained in this
      Disclosure Schedule are intended only to qualify and limit the representations,
      warranties and covenants of the Corporation contained in the Agreement and
      shall
      not be deemed to expand in any way the scope or effect of any of such
      representations, warranties or covenants.

     

    The
      bold-faced headings contained in this Disclosure Schedule are included for
      convenience only, and are not intended to limit the effect of the disclosures
      contained in this Disclosure Schedule or to expand the scope of the information
      required to be disclosed in this Disclosure Schedule. The section numbers in
      this Disclosure Schedule correspond to the section numbers in the Agreement;
      provided, however, that any information disclosed herein under any
      section number shall be deemed to be disclosed and incorporated in any other
      section of the Agreement where such disclosure would be appropriate, but only
      to
      the extent the relevance and magnitude of such disclosure with respect to such
      other section is clearly evident on the face of such disclosure schedule without
      reference to any underlying documents.


    
      
        
        

      

      
        Schedule  
          - 1 -

        
          

        

      

      
        
        

      

    


    See
      Schedule 1.6, attached hereto

    


    1.6  To
      the extent not terminated by agreement with the holder thereof, warrants to
      purchase shares of the Company’s Common Stock, Series A-1 Preferred Stock,
      Series B-1 Preferred Stock, and Series C Preferred Stock will survive the Merger
      and become exercisable for the same aggregate strike price as currently in
      effect, with the right to receive the consideration that such holder would
      have
      received had such holder exercised the warrant prior to the
      Closing.  In the case of warrants to purchase Common Stock and Series
      A-1 Preferred Stock, such holder would not receive consideration in connection
      with the Merger, so the warrants are exercisable for no
      consideration.

    


    The
      Company is soliciting the consent of all holders of warrants to purchase shares
      of the Company’s Series B-1 Preferred Stock and Series C Preferred
      Stock.

    


    2.1.b.  The
      Company owns a 50% interest in LandPixx, LLC, a Colorado Limited Liability
      Company (“LandPixx”)

    


    2.3  The
      Merger will require the consent of Silicon Valley Bank (“SVB”),
      pursuant to that certain Amended and Restated Loan and Security Agreement
      between SVB and Pixxures, dated May 26, 2004 (the “SVB
      Facility”).

    


    2.3  The
      Merger will require the consent of Biltmore Bank of Arizona pursuant to the
      financing agreement between Biltmore Bank and the Company (the “Biltmore
      Bank Facility”).

    


    2.4  See
      Schedule 1.6, attached hereto

    


    2.10

    


    
      	
               

            	
              ·

            	
              The
                Company is a guarantor, along with Landiscor, Inc., on a loan made
                to
                LandPixx, LLC by SVB in the amount of $1,188.148.02 (the “LandPixx
                Facility”).  The Company is also a co-borrower with
                Landiscor and LandPixx on a loan from Biltmore Bank in the amount
                of
                $452,355.00.

            


    

     

    
      	
               

            	
              ·

            	
              LandPixx
                has breached one or more financial covenants in the LandPixx Facility
                for
                the month of August.  The Company and LandPixx are in
                discussions with SVB regarding this breach, and are seeking a waiver
                thereof.

            


    

    


    2.11(n)   Effective
      August 1, 2007, Pixxures changed the per square mile charge from $6.75 to $6.00
      on the Aerials Express contract.  This is not expected to have a
      material adverse effect on the business.

    


    2.12

    


    
      	
               

            	
              ·

            	
              The
                SVB Facility includes a pledge of
                assets.

            


    

     


    
      
        
        

      

      
        Schedule  
          - 2 -

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              ·

            	
              The
                Biltmore Bank Facility includes pledges of
                assets.

            


    

     

    
      	
               

            	
              ·

            	
              The
                Master Lease Agreement between the Company and CIT Technology Financing
                Services, Inc., dated December 2, 2005, includes a pledge of
                assets.

            


    

     

    
      	
               

            	
              ·

            	
              The
                Master Lease Agreement between the Company and Citi Capital, dated
                December 9, 2005, includes a pledge of
                assets.

            


    

     

    2.14
      Patents and Trademarks

    


    
      	
               

            	
              ·

            	
              PixxMap
                Patent

            


    

    Issued
      patent on the PixxMap (Patent No. 6,757,445). The original application 5/2000,
      International application 10/4/2001 - The patent expires 20 years from the
      earliest application date. The patent will expire October 4, 2020 (unless
      maintenance fees are not paid). Maintenance fees are due approx every 4
      years.

    


    
      	
               

            	
              ·

            	
              Trademark
                Registrations

            


    

    


    Pixxures,
      Inc. is a registered trademark under Section 8 and 15
      Affidavits.  The maintenance filing fee is due for this registration
      between 11/4/08 and 11/4/09.  The renewal for this registration is
      2013, and then it will need to be renewed every 10 years.

    


    LineWorks
      - Is a registered trademark (Registration No.
      2,994,096).  The application is dated 9/13/2005.  The
      registration is effective for ten years. Between the 5th and 6th
      anniversaries of
      the registration, an affidavit of use must be filed to keep the registration
      in
      force.

    


    Quick
      DOQQ's

    1)
      Class
      35 - for services described as "retail store services via the Internet featuring
      digital aerial images". The registration commenced on September 17,
      2002.  In order to maintain the existence of this registration for the
      full 10-year term, Section 8 and 15 Affidavits must be filed during the 6th
      year
      after the registration date, which commences on September 17,
      2007.  Also, if the mark remains in continuous use, it can be renewed
      at the end of its initial 10-year term an additional 10-year
      term.  The renewal application must be filed within the one year
      period prior to the end of the initial term.

    


    2)
      Class
      9 - for goods described as "CD ROM's containing digital aerial
      images"  The registration commenced on November 12,
      2002.  In order to maintain the existence of this registration for the
      full 10-year term, Section 8 and 15 Affidavits must be filed during the 6th
      year
      after the registration date, which commences on November 12,
      2007.  Also, if the mark remains in continuous use, it can be renewed
      at the end of its initial 10-year term an additional 10-year
      term.  The renewal application must be filed within the one year
      period prior to the end of the initial term.


    
      
        
        

      

      
        Schedule  
          -3 -

        
          

        

      

      
        
        

      

    


    


    2.16

    


    
      	
               

            	
              ·

            	
              The
                Company’s Delaware Franchise tax and Jefferson County personal property
                tax were paid late in 2002.

            


    

    


    
      	
               

            	
              ·

            	
              The
                Company’s Delaware & California Franchise taxes were paid late in
                2003.

            


    

    


    2.17

    


    Each
      agreement disclosed in Section 2.20(c)(iv) below is incorporated by reference
      herein.

    


    2.19

    


    
      	
               

            	
              ·

            	
              The
                Company is party to Executive Bonus Agreements with Dawn Patterson
                and
                Charles Killpack.

            


    

     

    
      	
               

            	
              ·

            	
              Investment
                funds affiliated with the Company’s directors are party to various stock
                purchase agreements, investors rights agreement, voting agreements
                and the
                like entered into in connection with equity financings, debt financings,
                etc.

            


    

    


    


    


    2.20  Insurance
      Policies:

    


    
      	
               

            	
              ·

            	
              Choice
                Plus Plan LIH PPO

            


    

    
      	
               

            	
              ·

            	
              Delta
                Dental PPO

            


    

    
      	
               

            	
              ·

            	
              Basic
                Life Insurance (Hartford)

            


    

    


    Coverage                                                                           Carrier

    Package                                                                St.
      Paul Fire & Marine

       General
      Liability

       Business
      Auto Liability

       Umbrella
      Liability

       Property

       Employee
      Benefits Liability

       Terrorism

    


    
      	
              Workers’
                Compensation

            	
              Travelers
                Casualty & Surety Co.

            
	 	 
	
              Executive
                Liability

            	
              Chubb
                – Executive Risk Indemnity, Inc.

            
	 	 
	
              Errors
                & Omissions

            	
              Ace
                - Illinois Union Insurance Co.

            
	 	 
	
              All
                Policies expire 9/30/07

            	 


    


    
      
        
        

      

      
        Schedule  
          -4 -

        
          

        

      

      
        
        

      

    


     

    2.20  Bank
      Accounts

     

    


    
      	
              Silicon
                Valley Bank

            	 	 
	 	
              Account
                #

            	
              Signers

            
	 	 	 
	
              Operating
                Account

            	
              #3300186360

            	
              Charles
                Killpack

            
	 	
              Dawn
                Patterson

            	 
	 	
              Normena
                Walton

            	 
	 	 	 
	
              Money
                Market Account

            	
              #486-01477-11
                RR ZGQ

            	
              Charles
                Killpack

            
	 	 	 
	
              Sweep
                Account

            	
              PRIME86360

            	
              n/a

            
	 	 	 
	 	 	 
	
              Guaranty
                Bank

            	 	 
	 	 	 
	
              Payroll
                Account

            	
              #1006211

            	
              Charles
                Killpack

            
	 	
              Dawn
                Patterson

            	 
	 	
              Normena
                Walton

            	 
	 	 	 
	
              Money
                Market Account

            	
              #3802299

            	
              Dawn
                Patterson

            
	 	
              Normena
                Walton

            	 


    

    


    2.20(a)

    


    
      	
               

            	
              ·

            	
              In
                November and December, 2006, Pixxures advanced High Altitude Mapping
                Missions (HAMM) a total of $40,000 for flight services.  To
                date, the services have not been used and the total of $40,000 is
                still
                outstanding.  HAMM will either render services in the amount of
                $40,000 or repay Pixxures for the
                advance.

            


    

    


    
      	
               

            	
              ·

            	
              In
                September, 2007, the Company expects to purchase a 6 year extended
                reporting period under its D&O policy with Chubb Group of Insurance
                Companies.  Payment will be made immediately following the
                Effective Time.

            


    

    
      	
               

            	
              ·

            	
              Buckeye

            


    

    
      	
               

            	
              ·

            	
              Harris/MTAIP

            


    

    
      	
               

            	
              ·

            	
              Property
                lease

            


    

    
      	
               

            	
              ·

            	
              Image
                Tree

            


    

    


    


    2.20(c)(iii)

    
      	
               

            	
              ·

            	
              Pixxures
                has entered into a support agreement with Stellacore effective September
                1, 2007 in which Stellacore will be paid a $5,000 per month retainer
                (the
                “Stellacor
                Agreement”).

            


    


    
      
        
        

      

      
        Schedule  
          -5 -

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              ·

            	
              Substantially
                all of the Company’s employees have offer letters setting forth the terms
                of their employment.

            


    

    
      	
               

            	
              ·

            	
              The
                Company contracts with Geodesy Associates to perform certain
                subcontracting work.

            


    

    


    2.20(c)(iv)

    


    
      	
               

            	
              ·

            	
              The
                Company maintains the following plans for its
                employees:

            


    

    
      	
               

            	
              ·

            	
              Choice
                Plus Plan LIH PPO

            


    

    
      	
               

            	
              ·

            	
              Delta
                Dental PPO

            


    

    
      	
               

            	
              ·

            	
              Basic
                Life Insurance (Hartford)

            


    

    
      	
               

            	
              ·

            	
              PTO
                Plan

            


    

    
      	
               

            	
              ·

            	
              401(k)

            


    

    


    
      	
               

            	
              ·

            	
              Pixxures
                is currently accruing 1% of revenues as a management
                bonus.

            


    

    


    
      	
               

            	
              ·

            	
              Pixxures
                receives incentives on the MTAIP contract and distributes 25% of
                the
                incentive payment to the MTAIP
                team.

            


    

     

    
      	
               

            	
              ·

            	
              The
                Company’s Amended 2000 Stock Option & Stock Issuance
                Plan

            


    

    


    
      	
               

            	
              ·

            	
              The
                Company’s production team also receives an incentive based upon gross
                margin.

            


    

    
      	
               

            	
              ·

            	
              The
                Company intends to offer a 2% commission to its project managers
                for
                contracts signed after September 15,
                2007.

            


    

    


    2.20(c)(v)

    


    
      	
               

            	
              ·

            	
              Each
                agreement disclosed in Section 2.10 above is incorporated by reference
                herein.

            


    

    


    
      	
               

            	
              ·

            	
              The
                SVB Facility

            


    

    


    2.20(c)(vi)

    


    
      	
               

            	
              ·

            	
              Each
                agreement disclosed in Section 2.10 above is incorporated by reference
                herein.

            


    

    


    2.20(c)(vii)

    


    
      	
               

            	
              ·

            	
              Each
                agreement disclosed in Section 2.12 is incorporated by reference
                herein.

            


    

    


    2.20(c)(ix)


    
      
        
        

      

      
        Schedule  
          -6 -

        
          

        

      

      
        
        

      

    


    ·           Investor
      Rights Agreement, dated February __, 2003 (the “Investor Rights
      Agreement”)

    


    2.20(c)(xi)

    


    Agreement
      for Internet E-Commerce Service for Digital Ortho Imagery between the Company
      and Metro, a metropolitan service district organized under the laws of the
      State
      of Oregon, dated as of October 26, 2005

    


    Data
      Provider Licensing Agreement between the Company and National Geographic, a
      Delaware corporation, dated as of December 27, 2004

    


    2.20(c)(xiii)

    


    Each
      agreement disclosed in Section 2.20(c)(xi) above is incorporated by reference
      herein.

    


    2.20(c)(xiv)

    


    
      	
               

            	
              ·

            	
              The
                Investor Rights Agreement

            


    

    


    2.21

    


    
      	
               

            	
              It
                is expected that the MTAIP project will conclude around July
                2008.  The Company qualifies for this project based upon the
                fact that it is a small business.  According to the Company’s
                NAICS code (#514519), the Company will no longer qualify if revenues
                exceed $23M.  It is expected that Harris would permit the
                Company to complete the contract even if it exceeds the revenue
                amount.

            


    

    


    



    
      
        
        

      

      
        Schedule  
          -7 -

        
          

        

      

      
        
        

      

    

    


    Schedule
      1.6

    


    
      	
              Holder
                of Shares, Warrants, or
                Options

            	 	
              Common
                Stock

            	 	
              Series
                A-1 

              Preferred
                Stock

            	 	
              Series
                B-1 

              Preferred
                Stock

            	 	
              Series
                C 

              Preferred
                Stock

            	 	
              Common
                Warrants and Options

            	 	
              Series
                A 

              Warrants

            	 	
              Series
                B 

              Warrants

            	 	
              Series
                C 

              Warrants

            
	
              Key
                Employees

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Chuck
                Killpack - CEO*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              2,355,878

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Principal
                Investors

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Paragon
                Ranch

            	 	
              58,824

            	 	
               

            	 	
              3,855,629

            	 	
              2,305,799

            	 	
              37,941

            	 	
               

            	 	
              120,105

            	 	
              612,427

            
	
              Altira
                Technology Fund II, LLC

            	 	
               

            	 	
              168,992

            	 	
              3,471,643

            	 	
              1,566,479

            	 	
              50,588

            	 	
              6,154

            	 	
              126,422

            	 	
              416,062

            
	
              Sequel
                Limited Partnership II

            	 	
               

            	 	
               

            	 	
              10,657,897

            	 	
              6,373,789

            	 	
              122,358

            	 	
               

            	 	
              290,499

            	 	
              1,692,898

            
	
              Sequel
                Entrepreneurs' Fund II, LP

            	 	
               

            	 	
               

            	 	
              358,187

            	 	
              214,207

            	 	
              4,112

            	 	
               

            	 	
              9,763

            	 	
              56,894

            
	
              Quest
                Capital Partnership

            	 	
               

            	 	
               

            	 	
              4,406,434

            	 	
              2,635,199

            	 	
              50,588

            	 	
               

            	 	
              120,105

            	 	
              699,917

            
	
              Leslie
                Melzer

            	 	
               

            	 	
               

            	 	
              330,483

            	 	
              197,640

            	 	
              2,529

            	 	
               

            	 	
               

            	 	
              52,494

            
	
              Crawley
                Ventures, LLC

            	 	
               

            	 	
               

            	 	
              1,652,412

            	 	
              988,199

            	 	
              37,941

            	 	
               

            	 	
               

            	 	
              262,469

            
	
              Steven
                Kim Hatfield Revocable Trust UID 3/31/93

            	 	
               

            	 	
               

            	 	
              110,162

            	 	
              65,879

            	 	
              2,529

            	 	
               

            	 	
               

            	 	
              17,498

            
	
              5280
                Partners I LP

            	 	
               

            	 	
               

            	 	
              2,203,217

            	 	
              1,317,599

            	 	
              50,588

            	 	
               

            	 	
               

            	 	
              349,958

            
	
              Enhanced
                Colorado Issuer, LLC

            	 	
               

            	 	
               

            	 	
               

            	 	
              2,971,874

            	 	
               

            	 	
               

            	 	
               

            	 	
              356,625

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Current
                and Former Employees

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Dave
                Theobald*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              15,500

            	 	
               

            	 	
               

            	 	
               

            
	
              Philip
                Varley*

            	 	
              7,500

            	 	
               

            	 	
               

            	 	
               

            	 	
              11,000

            	 	
               

            	 	
               

            	 	
               

            
	
              Larry
                Schaner*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              10,000

            	 	
               

            	 	
               

            	 	
               

            
	
              Wendy
                Luck*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              2,100

            	 	
               

            	 	
               

            	 	
               

            
	
              Normena
                Walton*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              1,000

            	 	
               

            	 	
               

            	 	
               

            
	
              Larry
                Haustein*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              500

            	 	
               

            	 	
               

            	 	
               

            
	
              Ashley
                Shepherd*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              500

            	 	
               

            	 	
               

            	 	
               

            
	
              Mark
                Stanton*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              300

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Others

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Brian
                Webster

            	 	
              231,400

            	 	
               

            	 	
              980,430

            	 	
              137,853

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Anthony
                Palizzi

            	 	
              200,000

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Bruce
                B. Brundage

            	 	
              31,400

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Harold
                Schuch

            	 	
              7,500

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Leriger
                De Laplante Holdings Ltd.

            	 	
              6,106

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Neil
                Thompson

            	 	
              4,167

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Laurence
                Herd

            	 	
              3,147

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Mazone
                USA

            	 	
              3,142

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              John
                Boyd

            	 	
              2,150

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              498307
                Alberta Ltd.

            	 	
              1,905

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Argon
                Investments

            	 	
              1,335

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Acreview
                Oil & Gas Consulting Ltd.

            	 	
              1,250

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Robert
                Raina

            	 	
              1,229

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Diane
                Boyd

            	 	
              955

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Christian
                Schumann-Curtis

            	 	
              333

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Richard
                Willott

            	 	
              90

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Vicki
                Carr*

            	 	
              45

            	 	
               

            	 	
               

            	 	
               

            	 	
              53

            	 	
               

            	 	
               

            	 	
               

            
	
              Sloan,
                Kathryn *

            	 	
              45

            	 	
               

            	 	
               

            	 	
               

            	 	
              53

            	 	
               

            	 	
               

            	 	
               

            
	
              Jean
                Naciuk

            	 	
              45

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Stellacore
                Corporation*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              10,000

            	 	
               

            	 	
               

            	 	
               

            
	
              698307
                Alberta Ltd.*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              635

            	 	
               

            	 	
               

            	 	
               

            
	
              DeLaplante,
                Leriger *

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              635

            	 	
               

            	 	
               

            	 	
               

            
	
              Naciuk,
                Jean*

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              53

            	 	
               

            	 	
               

            	 	
               

            
	
              Willot,
                Richard *

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              106

            	 	
               

            	 	
               

            	 	
               

            
	
              Online
                Energy Solutions, Inc.

            	 	
               

            	 	
              176,471

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              William
                G Harley

            	 	
               

            	 	
               

            	 	
              440,643

            	 	
              75,442

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Joseph
                Nash, successor to ISSI

            	 	
               

            	 	
              23,529

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Alice
                G. Bullwinkle

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              6,729

            	 	
               

            	 	
               

            	 	
               

            
	
              Silicon
                Valley Bank

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
              159,754

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
              Totals:

            	 	
              562,568

            	 	
              368,992

            	 	
              28,467,138

            	 	
              18,849,959

            	 	
              2,774,216

            	 	
              6,154

            	 	
              826,648

            	 	
              4,517,242

            


    

     

    *holds
      options to purchase common stock


    
      
        
        

      

      
        Schedule  
          -8 -