AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG


                                  DIVINE, INC.

                             DI1 ACQUISITION COMPANY

                                       AND

                                OPEN MARKET, INC.


                                 AUGUST 15, 2001



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                                            TABLE OF CONTENTS
<TABLE>
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                                                                                  PAGE
<S>               <C>                                                             <C>

ARTICLE I         The Merger; Effective Time; Closing...............................2
         1.1      The Merger........................................................2
         1.2      Effective Time....................................................2
         1.3      Closing...........................................................2
         1.4      Effect of the Merger..............................................2
         1.5      Appraisal Rights..................................................2
ARTICLE II        The Surviving Corporation.........................................3
         2.1      Certificate of Incorporation; Name................................3
         2.2      Bylaws............................................................3
         2.3      Additional Actions................................................3
ARTICLE III       Directors and Officers of the Surviving Corporation...............3
         3.1      Directors.........................................................3
         3.2      Officers..........................................................3
ARTICLE IV        Merger Consideration; Conversion or Cancellation of Shares
                  in the Merger.....................................................3
         4.1      Share Consideration for the Merger; Conversion or Cancellation
                  of Shares in the Merger...........................................3
         4.2      Payment for Shares in the Merger..................................6
         4.3      Cash For Fractional Parent Shares.................................7
         4.4      Transfer of Shares after the Effective Time.......................7
         4.5      Lost, Stolen or Destroyed Certificates............................8
         4.6      Withholding Rights................................................8
ARTICLE V         Representations and Warranties....................................8
         5.1      Representations and Warranties of Parent and Merger Sub...........8
         5.2      Representations and Warranties of the Company....................19
ARTICLE VI        Additional Covenants and Agreements..............................39
         6.1      Conduct of Business of the Company...............................39
         6.2      Conduct by Parent................................................42
         6.3      No Solicitation..................................................43
         6.4      Meeting of Stockholders..........................................45
         6.5      Registration Statement...........................................46
         6.6      Reasonable Efforts...............................................46
         6.7      Access to Information............................................47
         6.8      Publicity........................................................48
         6.9      Affiliates of the Company and Parent.............................48
         6.10     Maintenance of Insurance.........................................48
         6.11     Representations and Warranties...................................48
         6.12     Filings; Other Action............................................48
         6.13     Tax-Free Reorganization Treatment................................49
         6.14     Nasdaq Listing...................................................49
         6.15     Indemnification..................................................49
         [6.16    Sale of Company Software Products]...............................50
         6.17     Registration on Form-S-8.........................................51
         6.18     Section 16(b)....................................................51


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         6.19     Takeover Statutes................................................51
         6.20     Further Amendments to Rights Plan................................51
         6.21     Information Regarding Parent Activities..........................51
ARTICLE VII       Conditions.......................................................52
         7.1      Conditions to Each Party's Obligations...........................52
         7.2      Conditions to the Obligations of the Company.....................53
         7.3      Conditions to the Obligations of Parent..........................54
ARTICLE VIII      Termination......................................................55
         8.1      Termination by Mutual Consent....................................55
         8.2      Termination by either the Company or Parent......................55
         8.3      Termination by the Company.......................................56
         8.4      Termination by Parent............................................57
         8.5      Effect of Termination; Termination Fee...........................58
ARTICLE IX        Miscellaneous and General........................................60
         9.1      Payment of Expenses..............................................60
         9.2      Non-Survival of Representations and Warranties...................60
         9.3      Modification or Amendment........................................60
         9.4      Waiver of Conditions.............................................60
         9.5      Counterparts.....................................................60
         9.6      Governing Law; Jurisdiction......................................60
         9.7      Notices..........................................................61
         9.8      Entire Agreement; Assignment.....................................62
         9.9      Parties in Interest..............................................62
         9.10     Certain Definitions..............................................62
         9.11     Severability.....................................................65
         9.12     Specific Performance.............................................65
         9.13     Recovery of Attorney's Fees......................................65
         9.14     Captions.........................................................65
         9.15     No Strict Construction...........................................65

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                             TABLE OF DEFINED TERMS
<TABLE>
<CAPTION>

<S>                                                                      <C>
Acquisition Transaction..........................................Section 9.10(a)
Adjustment Warrant......................................................Recitals
Agreement...........................................................Introduction
Alternate Transaction.............................................Section 8.5(b)
Acquiring Person..................................................Section 5.2(y)
Authorized Representatives...........................................Section 6.7
Certificate of Merger................................................Section 1.2
Certificates......................................................Section 4.2(b)
Closing..............................................................Section 1.3
Closing Date.........................................................Section 1.3
Code....................................................................Recitals
Commercial Software.........................Section 5.1(o)(v), Section 5.2(o)(x)
Company.............................................................Introduction
Company Acquisition Proposal......................................Section 6.3(a)
Company Affiliate....................................................Section 6.9
Company Affiliate Letter.............................................Section 6.9
Company Common Stock....................................................Recitals
Company Contract..................................................Section 5.2(p)
Company Disclosure Schedule..........................................Section 5.2
Company Embedded Products......................................Section 5.2(o)(x)
Company Financial Statements..................................Section 5.2(h)(ii)
Company Insurance Policies........................................Section 5.2(u)
Company International Employee Plans..........................Section 5.2(n)(xi)
Company Key Employees.........................................Section 5.2(p)(ii)
Company Option.................................................Section 4.1(c)(i)
Company Option Plans..............................................Section 5.2(b)
Company Plan Affiliate.........................................Section 5.2(n)(i)
Company Proprietary Rights.....................................Section 5.2(o)(i)
Company Rights....................................................Section 5.2(y)
Company Rights Agreement..........................................Section 5.2(y)
Company Scheduled Plans........................................Section 5.2(n)(i)
Company SEC Reports............................................Section 5.2(h)(i)
Company Series E Preferred Stock........................................Recitals
Company Software.............................................Section 5.2(o)(vii)
Company Software Authors.....................................Section 5.2(o)(vii)
Company Stock...........................................................Recitals
Company Stockholders Agreements.........................................Recitals
Company Stockholders Meeting......................................Section 6.4(a)
Company Superior Proposal.........................................Section 6.3(a)
Company Warrant...............................................Section 4.1(c)(ii)
Confidentiality Agreement............................................Section 6.7
Covered Parties..................................................Section 6.15(a)


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Credit Agreement........................................................Recitals
DGCL.................................................................Section 1.1
EDGAR..........................................................Section 5.1(i)(i)
Effective Time.......................................................Section 1.2
Encumbrance......................................................Section 9.10(b)
Environmental Costs and Liabilities...............................Section 5.2(s)
Environmental Laws................................................Section 5.2(s)
ERISA............................................................Section 9.10(c)
Exchange Act......................................................Section 5.1(g)
Exchange Agent....................................................Section 4.2(a)
Exchange Ratio....................................................Section 4.1(a)
Excluded Warrant..............................................Section 4.1(c)(ii)
Financing Transaction............................................Section 9.10(d)
Fractional Securities Fund...........................................Section 4.3
GAAP...........................................................Section 5.1(i)(i)
Governmental Entity..............................................Section 9.10(e)
Hazardous Material................................................Section 5.2(s)
HSR Act...........................................................Section 5.1(g)
IRS...........................................................Section 5.2(n)(ii)
Knowledge........................................................Section 9.10(f)
Material Adverse Effect..........................................Section 9.10(g)
Material Subsidiary..............................................Section 9.10(h)
Material Transaction.............................................Section 9.10(i)
Maximum Premium..................................................Section 6.15(d)
Merger..................................................................Recitals
Merger Sub..........................................................Introduction
NNM..................................................................Section 4.3
Other Proxy Statements............................................Section 5.1(l)
Other Registration Statements.....................................Section 5.1(l)
Parent..............................................................Introduction
Parent Common Stock.....................................................Recitals
Parent Contract...................................................Section 5.1(p)
Parent Disclosure Schedule...........................................Section 5.1
Parent Embedded Products.......................................Section 5.1(o)(v)
Parent Financial Statements...................................Section 5.1(i)(ii)
Parent Proprietary Rights......................................Section 5.1(o)(i)
Parent Option Plans...............................................Section 5.1(c)
Parent Rights.....................................................Section 5.1(c)
Parent Rights Agreement...........................................Section 5.1(c)
Parent SEC Reports.............................................Section 5.1(i)(i)
Parent Shares.....................................................Section 4.1(a)
Parent Stockholders Agreements..........................................Recitals
Parent Stockholders Meeting.......................................Section 6.4(b)
Parties.............................................................Introduction
Person...........................................................Section 9.10(j)
Post-Merger Option Exercise Price..............................Section 4.1(c)(i)

                                       ii
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Post-Merger Warrant Exercise Price............................Section 4.1(c)(ii)
Proprietary Rights..........................Section 5.1(o)(v), Section 5.2(o)(x)
Proxy Statement......................................................Section 6.5
Restraints........................................................Section 7.1(c)
Returns..........................................................Section 9.10(k)
S-4 Registration Statement...........................................Section 6.5
SEC............................................................Section 5.1(i)(i)
Securities Act....................................................Section 5.1(g)
Share Consideration...............................................Section 4.2(a)
Significant Tax Agreement........................................Section 9.10(l)
Software Distribution Agreement.....................................Section 6.16
Stock Merger Exchange Fund........................................Section 4.2(a)
Subsidiary.......................................................Section 9.10(m)
Substitute Option..............................................Section 4.1(c)(i)
Substitute Warrant............................................Section 4.1(c)(ii)
Surviving Corporation................................................Section 1.1
Tax..............................................................Section 9.10(n)
Taxes............................................................Section 9.10(n)
Termination Fee...................................................Section 8.5(b)
Transaction Expenses.................................................Section 9.1
Waiver..................................................................Recitals
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                                      iii

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                                    EXHIBITS
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         <S>                                                                                         <C>

         Company Stockholders Agreement................................Exhibit A
         Parent Stockholders Agreement.................................Exhibit B
         Credit Agreement..............................................Exhibit C
         Form of Waiver................................................Exhibit D
         Form of Certificate of Incorporation of Surviving Corporation.Exhibit E
         Form of Company Affiliate Letter..............................Exhibit F
         Form of Software Distribution Agreement.......................Exhibit G
</TABLE>









                                       iv

<PAGE>


                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made and
entered into as of August 15, 2001, by and among divine, inc. a Delaware
corporation ("PARENT"), DI1 Acquisition Company, a Delaware corporation and a
direct wholly-owned Subsidiary of Parent ("MERGER SUB"), and Open Market, Inc.,
a Delaware corporation (the "COMPANY"). Parent, Merger Sub and the Company are
referred to collectively herein as the "PARTIES." Capitalized terms used herein
are defined as referenced in the Table of Defined Terms contained herein.

                                    RECITALS

         WHEREAS, the Board of Directors of each of Parent, Merger Sub and the
Company has determined that it is in the best interests of each corporation and
its respective stockholders that the Company and Parent enter into a business
combination through the merger of the Merger Sub with and into the Company (the
"MERGER") and, in furtherance thereof, has approved the Merger and the
transactions contemplated hereby and declared this Agreement to be advisable to
its respective stockholders;

         WHEREAS, concurrently with the execution of this Agreement, and as a
condition and inducement to the Company's willingness to enter into this
Agreement, certain stockholders of Parent are entering into Stockholders
Agreements with the Company in the form of EXHIBIT A attached hereto (the
"COMPANY STOCKHOLDERS AGREEMENTS");

         WHEREAS, concurrently with the execution of this Agreement, and as a
condition and inducement to Parent's willingness to enter into this Agreement,
certain stockholders of Company are entering into Stockholders Agreements with
Parent in the form of EXHIBIT B attached hereto (the "PARENT STOCKHOLDERS
AGREEMENTS");

         WHEREAS, concurrently with the execution of this Agreement, and as a
condition and inducement to the Company's willingness to enter into this
Agreement, the Parent is entering into a Credit Agreement with the Company in
the form of EXHIBIT C attached hereto (the "CREDIT AGREEMENT");

         WHEREAS, pursuant to the Merger, the outstanding shares of the common
stock, par value $0.001 per share, of the Company ("COMPANY COMMON STOCK") shall
be converted into the right to receive shares of the Class A common stock, par
value $0.001 per share, of the Parent ("PARENT COMMON STOCK") as set forth
herein;

         WHEREAS, concurrently with the execution of this Agreement, and as a
condition and inducement to Parent's willingness to enter into this Agreement,
the Company is entering into a Waiver and Modification Agreement in the form of
EXHIBIT D attached hereto (the "WAIVER") with the holder of the Series E 6%
Cumulative Convertible Preferred Stock, par value $0.10 per share, of the
Company ("COMPANY SERIES E PREFERRED STOCK" and together with the Company Common
Stock, "COMPANY STOCK") and that certain Adjustment Warrant issued in connection
with such holder's purchase of Company Series E Preferred Stock (the "ADJUSTMENT
WARRANT"); and


<PAGE>

         WHEREAS, for federal income tax purposes, it is intended that the
Merger shall qualify as a reorganization within the meaning of Section 368 of
the Internal Revenue Code of 1986, as amended (the "CODE").

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set forth herein, the Parties hereby agree
as follows:

                                    ARTICLE I

                       THE MERGER; EFFECTIVE TIME; CLOSING


         1.1 THE MERGER. Upon the terms and subject to the conditions set forth
in this Agreement, and in accordance with the Delaware General Corporation Law
(the "DGCL"), at the Effective Time, the Merger Sub shall be merged with and
into the Company, the separate corporate existence of the Merger Sub shall
thereupon cease, and the Company shall be the successor or surviving corporation
and shall continue its existence under the laws of the State of Delaware. The
Company, as the surviving corporation after the consummation of the Merger, is
sometimes hereinafter referred to as the "SURVIVING CORPORATION."

         1.2 EFFECTIVE TIME. Subject to the provisions of this Agreement, the
Parties shall cause the Merger to be consummated by filing a duly executed
certificate of merger of the Company (the "CERTIFICATE OF MERGER") with the
Office of the Secretary of State of the State of Delaware in such form as
required by, and executed in accordance with, the provisions of Section 251 of
the DGCL, as soon as practicable, and shall take all other action required by
law to effect the Merger. The Merger shall become effective upon such filing or
at such later time as is agreed to in writing by the parties and provided in the
Certificate of Merger (the "EFFECTIVE TIME").

         1.3 CLOSING. Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to ARTICLE
VIII, the closing of the Merger (the "CLOSING") shall take place at 10:00 a.m.,
local time, at the offices of Bell, Boyd & Lloyd LLC, 70 West Madison Street,
Suite 3300, Chicago, Illinois 60602, on the business day all of the conditions
to the obligations of the Parties to consummate the Merger as set forth in
ARTICLE VII have been satisfied or waived, or such other date, time or place as
is agreed to in writing by the Parties (the "CLOSING Date").

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

         1.5 APPRAISAL RIGHTS. In accordance with Section 262 of the DGCL, no
appraisal rights shall be available to the holders of shares of Company Common
Stock in connection with the Merger.

                                       2

<PAGE>
                                   ARTICLE II

                            THE SURVIVING CORPORATION

         2.1 CERTIFICATE OF INCORPORATION; NAME. At the Effective Time, the
certificate of incorporation of the Company shall be amended in its entirety to
read as set forth on EXHIBIT E hereto, and as so amended shall be the
certificate of incorporation of the Surviving Corporation, until thereafter
amended as provided therein and by applicable law.

         2.2 BYLAWS. At the Effective Time, the by-laws of Merger Sub in effect
immediately prior to the Effective Time shall be the by-laws of the Surviving
Corporation, until thereafter amended as provided therein and by applicable law.

         2.3 ADDITIONAL ACTIONS. If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any further deeds,
assignments or assurances in law or any other acts are necessary or desirable to
(a) vest, perfect or confirm, of record or otherwise, in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of the Company, or (b) otherwise carry out the provisions
of this Agreement, the officers and directors of the Surviving Corporation are
authorized to take, and will take, any and all such lawful actions.

                                   ARTICLE III

               DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

         3.1 DIRECTORS. The directors of Merger Sub shall be the initial
directors of the Surviving Corporation, until their respective successors have
been duly elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with the Surviving Corporation's
certificate of incorporation and by-laws.

         3.2 OFFICERS. The officers of Merger Sub shall be the initial officers
of the Surviving Corporation, until their successors have been duly elected or
appointed and qualified or until their earlier death, resignation or removal in
accordance with the Surviving Corporation's certificate of incorporation and
by-laws.

                                   ARTICLE IV

    MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER

         4.1 SHARE CONSIDERATION FOR THE MERGER; CONVERSION OR CANCELLATION OF
SHARES IN THE Merger. At the Effective Time, the manner of converting or
canceling shares of capital stock of the Company and Merger Sub shall be as
follows:

                  (a) CONVERSION OF COMPANY STOCK. Subject to adjustment, if
         applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the
         provisions of SECTION 4.3 hereof, (i) each share of Company Common
         Stock issued and outstanding immediately prior to the Effective Time
         (excluding any shares of Company Common Stock described in SECTION
         4.1(D)), shall, by virtue of the

                                       3
<PAGE>

         Merger and without any action on the part of the holder thereof, be
         converted automatically into the right to receive a number of shares of
         Parent Common Stock equal to the quotient of (x) 44,285,714 divided by
         (y) the total number of shares of Company Common Stock outstanding
         (including, for such purposes, all shares issuable upon conversion of
         any then outstanding Company Series E Preferred Stock and upon exercise
         of the Adjustment Warrant but excluding any shares of Company Stock
         issued upon exercise of options outstanding as of the date hereof) as
         of the Effective Time (such quotient, as adjusted from time to time
         pursuant to SECTIONS 4.1(E) hereof, the "EXCHANGE RATIO") and (ii) each
         share of Company Series E Preferred Stock issued and 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
         automatically into the right to receive a number of shares of Parent
         Common Stock equal to the product of (A) the Exchange Ratio multiplied
         by (B) the number of shares of Company Common Stock into which such
         Company Series E Preferred Stock is then convertible at the then
         applicable conversion ratio for such Company Series E Preferred Stock.
         The shares of Parent Common Stock issuable in connection with the
         Merger and the transactions contemplated thereby are referred to herein
         as the "PARENT SHARES". At the Effective Time, all shares of Company
         Common Stock converted into the right to receive Parent Shares pursuant
         to this SECTION 4.1(A) shall, by virtue of the Merger and without any
         action on the part of the holders thereof, cease to be outstanding, be
         canceled and cease to exist, and each holder of a certificate
         theretofore representing any such shares of Company Common Stock shall
         thereafter cease to have any rights with respect to such shares of
         Company Stock, except the right to receive, upon the surrender of such
         certificate (or other appropriate action) in accordance with SECTION
         4.2, the number of Parent Shares specified above and cash in lieu of
         fractional shares.

                  (b) STOCK OF MERGER SUB. Each share of common stock, par value
         $0.001 per share, of the Merger Sub issued and outstanding immediately
         prior to the Effective Time shall be converted into, and shall become,
         one share of common stock, par value $0.001 per share, of the Surviving
         Corporation.

                  (c) OUTSTANDING OPTIONS AND WARRANTS.

                           (i) Prior to the Effective Time, each option to
                  purchase shares of Company Common Stock that is outstanding
                  and unexercised pursuant to the Company Option Plans (each, a
                  "COMPANY OPTION") in effect on the date hereof shall become
                  and represent an option to purchase (a "SUBSTITUTE OPTION")
                  the number of Parent Shares (rounded down to the nearest full
                  share) determined by multiplying (X) the number of shares of
                  Company Common Stock subject to such Company Option
                  immediately prior to the Effective Time by (Y) the Exchange
                  Ratio, at an exercise price per share of Parent Shares equal
                  to the result of dividing (A) the exercise price of such
                  Company Option by (B) the Exchange Ratio and rounding the
                  result up to the nearest tenth of one cent (hereinafter, the
                  "POST-MERGER OPTION EXERCISE PRICE"). It is the intent of the
                  Parties that the
                                       4

<PAGE>

                  Substitute Options shall qualify following the Effective Time
                  as "incentive stock options" as defined in Section 422 of the
                  Code to the extent that the related Company Options qualified
                  as incentive stock options immediately prior to the Effective
                  Time, and the provisions of this SECTION 4.1(C) shall be
                  applied consistent with such intent.

                           (ii) Upon the Effective Time, each warrant to
                  purchase shares of Company Common Stock that is outstanding
                  and unexercised (each, a "COMPANY WARRANT") shall become and
                  represent a warrant to purchase (a "SUBSTITUTE WARRANT") a
                  number of Parent Shares at an exercise price as determined in
                  accordance with the terms of such Company Warrant.

                           (iii) After the Effective Time, except as provided
                  above in this SECTION 4.1(C), each Substitute Option and
                  Substitute Warrant shall be exercisable upon the same terms
                  and conditions as were applicable under the related Company
                  Option or Company Warrant, as the case may be, immediately
                  prior to the Effective Time after giving effect to any
                  provision contained in such Company Option, Company Warrant or
                  related agreement, as the case may be, providing for
                  accelerated vesting as a result of this Agreement.

                           (iv) The Company agrees that, after the date of this
                  Agreement, it will not grant any stock appreciation rights or
                  limited stock appreciation rights and will not permit cash
                  payments to holders of Company Options or Company Warrants in
                  lieu of the substitution therefor of Substitute Options, as
                  described in this SECTION 4.1(C). Parent will reserve a
                  sufficient number of Parent Shares for issuance under this
                  SECTION 4.1(C).

                  (d) CANCELLATION OF PREFERRED STOCK, AND TREASURY STOCK. All
         of the shares of Company Stock that are owned by the Company as
         treasury stock and all of the capital stock of the Company other than
         the Company Common Stock (including any shares of preferred stock of
         the Company then outstanding other than the shares of Company Series E
         Preferred Stock that are converted pursuant to SECTION 4.1(A) above),
         shall automatically cease to be outstanding, shall be canceled and
         shall cease to exist and no Parent Shares shall be delivered in
         exchange therefor.

                  (e) ADJUSTMENT TO EXCHANGE RATIO FOR ORGANIC CHANGES. The
         Exchange Ratio shall be adjusted to reflect appropriately the effect of
         any stock split, reverse stock split, stock dividend (including any
         dividend or distribution of securities convertible into or exercisable
         or exchangeable for shares of Parent Common Stock), extraordinary cash
         dividend, reorganization, recapitalization, reclassification,
         combination, exchange of shares or other like change with respect to
         shares of Parent Common Stock occurring or having a record date on or
         after the date hereof and prior to the Effective Time.

                                       5

<PAGE>

         4.2 PAYMENT FOR PARENT SHARES IN THE MERGER. The manner of exchanging
certificates formerly representing shares of Company Stock for certificates
representing shares of Parent Common Stock in the Merger shall be as follows:

                  (a) EXCHANGE AGENT. On or prior to the Closing Date, Parent
         shall make available to Computershare Investor Services, LLC, or other
         entity mutually agreed upon by the Parties (the "EXCHANGE AGENT"), for
         the benefit of the holders of shares of Company Stock, a sufficient
         number of certificates representing the Parent Shares required to
         effect the delivery of the aggregate consideration in Parent Shares,
         and cash for the Fractional Securities Fund (as defined in SECTION
         4.3), if any, required to be issued pursuant to the terms hereof
         (collectively, the "SHARE CONSIDERATION" and the certificates
         representing the shares of Parent Common Stock comprising such
         aggregate Share Consideration being referred to hereinafter as the
         "STOCK MERGER EXCHANGE FUND"). The Exchange Agent shall, pursuant to
         irrevocable instructions, deliver the Share Consideration out of the
         Stock Merger Exchange Fund and the Fractional Securities Fund. The
         Stock Merger Exchange Fund and the Fractional Securities Fund shall not
         be used for any purpose other than as set forth in this Agreement.

                  (b) EXCHANGE PROCEDURES. Promptly after the Effective Time,
         the Exchange Agent shall mail to each holder of record of a certificate
         or certificates that immediately prior to the Effective Time
         represented outstanding shares of Company Stock (the "CERTIFICATES")
         (i) a form of letter of transmittal, in a form reasonably satisfactory
         to the Parties (which shall specify that delivery shall be effected,
         and risk of loss and title to the Certificates shall pass, only upon
         proper delivery of the Certificates to the Exchange Agent) and (ii)
         instructions for use in effecting the surrender of the Certificates for
         payment therefor. Subject to SECTION 4.5, upon surrender of
         Certificates for cancellation to the Exchange Agent, together with such
         letter of transmittal duly executed and any other required documents,
         the holder of such Certificates shall be entitled to receive for each
         of the shares of Company Stock represented by such Certificates the
         Share Consideration, without interest, allocable to such Certificates
         and the Certificates so surrendered shall forthwith be canceled. Until
         so surrendered, such Certificates shall represent solely the right to
         receive the Share Consideration allocable to such Certificates.

                  (c) DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. No
         dividends or other distributions on Parent Shares, having a record date
         after the Effective Time and payable to the holders of record thereof
         after the Effective Time will be paid to Persons entitled by reason of
         the Merger to receive Parent Shares until such Persons surrender their
         Certificates as provided in SECTION 4.2(B) above. Upon such surrender,
         there shall be paid to the Person in whose name the Parent Shares are
         issued any dividends or other distributions having a record date after
         the Effective Time and payable with respect to such Parent Shares
         between the Effective Time and the time of such surrender. After such
         surrender, at the appropriate payment date, there shall be paid to the
         Person in whose name the Parent Shares are issued any dividends or
         other distributions on such Parent

                                       6
<PAGE>

         Shares with a payment date after such surrender which shall have a
         record date after the Effective Time. In no event shall the Persons
         entitled to receive such dividends or other distributions be entitled
         to receive interest on such dividends or other distributions.

                  (d) TRANSFERS OF OWNERSHIP. If any certificate representing
         Parent Shares is to be issued in a name other than that in which the
         Certificate surrendered in exchange therefor is registered, it shall be
         a condition of such exchange that the Certificate so surrendered shall
         be properly endorsed and otherwise in proper form for transfer and that
         the Person requesting such exchange shall pay to the Exchange Agent any
         transfer or other taxes required by reason of the issuance of
         certificates for such Parent Shares, or shall establish to the
         satisfaction of the Exchange Agent that such tax has been paid or is
         not applicable.

                  (e) NO LIABILITY. Neither the Exchange Agent nor any of the
         Parties shall be liable to a holder of shares of Company Stock for any
         Parent Shares, cash in lieu of fractional Parent Shares or any dividend
         to which the holders thereof are entitled, that are delivered to a
         public official pursuant to applicable escheat law. The Exchange Agent
         shall not be entitled to vote or exercise any rights of ownership with
         respect to the Parent Shares held by it from time to time hereunder,
         except that it shall receive and hold all dividends or other
         distributions paid or distributed with respect to such Parent Shares
         for the account of the Persons entitled thereto.

                  (f) TERMINATION OF FUNDS. Subject to applicable law, any
         portion of the Stock Merger Exchange Fund, and the Fractional
         Securities Fund that remains unclaimed by the former stockholders of
         the Company for one (1) year after the Effective Time shall be
         delivered to Parent, upon demand of Parent, and any former stockholder
         of the Company shall thereafter look only to Parent for payment of such
         stockholder's applicable claim for the Share Consideration for such
         stockholder's shares of Company Stock.

         4.3 CASH FOR FRACTIONAL PARENT SHARES. No fractional Parent Shares
shall be issued in connection with the Merger. Each holder of shares of Company
Stock shall be entitled to receive in lieu of any fractional Parent Shares to
which such holder otherwise would have been entitled pursuant to SECTION 4.1
(after taking into account all shares of Company Stock then held of record by
such holder) a cash payment in an amount equal to the product of (i) the
fractional interest of a Parent Share to which such holder otherwise would have
been entitled and (ii) the closing sale price of a Parent Share on the Nasdaq
National Market ("NNM") on the trading day immediately prior to the Effective
Time (the cash comprising such aggregate payments in lieu of fractional Parent
Shares being hereinafter referred to as the "FRACTIONAL SECURITIES FUND").

         4.4 TRANSFER OF SHARES AFTER THE EFFECTIVE TIME. After the Effective
Time, there shall be no further registration of transfers of shares of Company
Stock. All Share Consideration issued upon the surrender for exchange of shares
of Company Stock in accordance with the terms hereof (including any cash paid in
respect thereof) shall be deemed to have been issued in

                                       7
<PAGE>

full satisfaction of all rights pertaining to such shares of Company Stock. If,
after the Effective Time, Certificates are presented to the Exchange Agent, the
Surviving Corporation or the Parent for any reason, they shall be canceled and
exchanged as provided in this ARTICLE IV.

         4.5 LOST, STOLEN OR DESTROYED CERTIFICATES. In the event any
Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall
issue in exchange for such lost, stolen or destroyed Certificate, upon the
making and delivery of an affidavit of that fact by the holder thereof, such
Parent Shares, cash for fractional shares, if any, and any dividends or other
distributions to which the owner thereof is entitled; PROVIDED, HOWEVER, that
Parent may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed Certificate to
deliver a customary bond in such sum as it may reasonably direct as indemnity
against any claim that may be made against Parent, the Surviving Corporation or
the Exchange Agent with respect to the Certificate alleged to have been lost,
stolen or destroyed.

         4.6 WITHHOLDING RIGHTS. Each of the Surviving Corporation and Parent
shall be entitled to deduct and withhold from the consideration otherwise
payable to any Person pursuant to this ARTICLE IV such amounts as it is required
to deduct and withhold with respect to the making of such payment under any
provision of federal, state, local or foreign tax law. If the Surviving
Corporation or Parent, as the case may be, so withholds amounts, such amounts
shall be treated for all purposes of this Agreement as having been paid to the
holder of the shares of Company Stock, Company Option or Company Warrant, as the
case may be, in respect of which the Surviving Corporation or Parent, as the
case may be, made such deduction and withholding.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         5.1 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and
Merger Sub hereby represent and warrant to the Company that the statements
contained in this SECTION 5.1 are true and correct, except to the extent set
forth on the disclosure schedule delivered contemporaneously with this Agreement
by Parent to the Company (the "PARENT DISCLOSURE SCHEDULE"). The Parent
Disclosure Schedule shall be arranged in sections and paragraphs corresponding
to the lettered and numbered paragraphs contained in this SECTION 5.1, and the
disclosure in any paragraph shall qualify only the corresponding paragraph in
this SECTION 5.1 (provided that the listing of an item in one paragraph of the
Parent Disclosure Schedule shall be deemed to be a listing in each paragraph of
the Parent Disclosure Schedule and to apply to any other representation and
warranty of the Parent in this Agreement to the extent that it is reasonably
apparent from a reading of such disclosure item that it would also qualify or
apply to such other paragraph or representation and warranty).

                  (a) CORPORATE ORGANIZATION AND QUALIFICATION. Each of Parent,
         its Material Subsidiaries and the Merger Sub is a corporation duly
         organized, validly existing and in good standing under the laws of its
         jurisdiction of incorporation and is qualified and in good standing as
         a foreign corporation in each jurisdiction where the properties owned,
         leased or operated, or the business conducted, by it require such
         qualification, except where failure to be so qualified would not,

                                       8

<PAGE>

         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect on Parent. Each of Parent, its Material
         Subsidiaries and the Merger Sub has all requisite power and authority
         (corporate or otherwise) to own its properties and to carry on its
         business as it is now being conducted.

                  (b) OPERATIONS OF MERGER SUB. Merger Sub is a direct,
         wholly-owned Subsidiary of Parent, was formed solely for the purpose of
         engaging in the transactions contemplated hereby, has engaged in no
         other business activities and has conducted its operations only as
         contemplated hereby.

                  (c) CAPITALIZATION. The authorized capital stock of Parent
         consists of (i) 2,500,000,000 shares of Parent Common Stock, of which
         158,818,481 shares were issued and outstanding on July 27, 2001, and
         55,000,000 of which are validly reserved for issuance in connection
         with the Merger, (ii) 100,000,000 shares of Class C common stock,
         $0.001 par value per share, of which 4,000,000 were issued and
         outstanding on the date hereof, and (iii) 50,000,000 shares of
         preferred stock, $0.001 par value per share, 500,000 shares of which
         have been designated Series A Junior Participating Preferred Stock. No
         shares of Series A Junior Participating Preferred Stock are issued and
         outstanding as of the date hereof. All of the outstanding shares of
         capital stock of Parent have been duly authorized and validly issued
         and are fully paid and nonassessable. Except as set forth on SECTION
         5.1(C) of the Parent Disclosure Schedule, the Parent has no outstanding
         stock appreciation rights, phantom stock or similar rights, except, as
         of July 27, 2001, options for 10,640,795 shares of Parent Common Stock
         were outstanding under Parent's 1999 Stock Incentive Plan, 609,421
         shares of Parent Common Stock had been issued pursuant to Parent's 2000
         Employee Stock Purchase Plan and no options for shares of Parent Common
         Stock were outstanding under Parent's 2001 Stock Incentive Plan
         (collectively, the "PARENT OPTION PLANS"). As of July 27, 2001, except
         as set forth on SECTION 5.1(C) of the Parent Disclosure Schedule, other
         than options and shares issued or outstanding under the Parent Option
         Plans and the Rights (the "PARENT RIGHTS") under the Rights Agreement,
         dated as of February 12, 2001, between Parent and Computershare
         Investor Services, LLC, as amended (the "PARENT RIGHTS AGREEMENT"),
         there are no outstanding or authorized options, warrants, calls, rights
         (including preemptive rights), commitments or any other agreements of
         any character to which the Parent is a party, or by which it may be
         bound, requiring it to issue, transfer, grant, sell, purchase, redeem
         or acquire any shares of capital stock or any of its securities or
         rights convertible into, exchangeable for, or evidencing the right to
         subscribe for, any shares of capital stock of Parent. Except as set
         forth on SECTION 5.1(C) of the Parent Disclosure Schedule, there are no
         stockholder agreements, voting trusts or other agreements or
         understandings to which the Parent is a party or by which it is bound
         relating to the voting of any shares of the capital stock of the
         Parent. The authorized capital stock of Merger Sub consists of 1,000
         shares of common stock, $0.001 par value per share, 1,000 shares of
         which are issued and outstanding and held by Parent.

                                       9

<PAGE>

                  (d) LISTINGS. Parent's securities are not listed, or quoted,
         for trading on any U.S. domestic or foreign securities exchange, other
         than the NNM. When issued, each Parent Share will be duly listed and
         admitted for trading on the NNM. Parent satisfies all of the
         quantitative maintenance criteria of the NNM.

                  (e) AUTHORITY RELATIVE TO THIS AGREEMENT. The board of
         directors of Merger Sub has approved this Agreement and declared it and
         the Merger to be advisable, and Merger Sub has the requisite corporate
         power and authority to execute and deliver this Agreement and to
         consummate the transactions contemplated hereby. The board of directors
         of Parent has declared the Merger and the related issuance of Parent
         Shares advisable, has duly and validly authorized this Agreement and
         the consummation by Parent of the transactions contemplated hereby and
         has recommended that the stockholders of Parent approve the Merger and
         the related issuance of shares of Parent Common Stock and Parent has
         the requisite corporate power and authority to execute and deliver this
         Agreement and to consummate the transactions contemplated hereby. No
         other corporate proceedings on the part of Parent are necessary to
         authorize this Agreement or to consummate the transactions contemplated
         hereby, other than the approval of the issuance of the Parent Shares
         pursuant to this Agreement by the stockholders of Parent in accordance
         with the rules and regulations of the NNM. The affirmative vote of the
         holders of a majority in interest of the stock present or represented
         by proxy at the Parent Stockholders Meeting, provided a quorum is
         present, is sufficient for Parent's stockholders to approve the
         issuance of shares of Parent Common Stock in connection with the
         Merger, and no other approval of any holder of any securities of Parent
         is required in connection with the consummation of the transactions
         contemplated hereby. This Agreement and the consummation by Parent and
         Merger Sub of the transactions contemplated hereby have been duly and
         validly authorized by the boards of directors of Parent and Merger Sub
         and by Parent as the sole stockholder of Merger Sub. This Agreement has
         been duly and validly executed and delivered by Parent and Merger Sub
         and, assuming this Agreement constitutes the valid and binding
         agreement of the Company, constitutes the valid and binding agreement
         of Parent and Merger Sub, enforceable against Parent and Merger Sub in
         accordance with its terms, subject, as to enforceability, to
         bankruptcy, insolvency, reorganization and other laws of general
         applicability relating to or affecting creditors' rights and to general
         principles of equity.

                  (f) PRESENT COMPLIANCE WITH OBLIGATIONS AND LAWS. Neither
         Parent nor any of its Material Subsidiaries is: (i) in violation of its
         certificate of incorporation, by-laws or similar documents; (ii) in
         default in the performance of any obligation, agreement or condition of
         any debt instrument which (with or without the passage of time or the
         giving of notice, or both) affords to any Person the right to
         accelerate any indebtedness or terminate any right; (iii) in default
         under or breach of (with or without the passage of time or the giving
         of notice) any other contract to which it is a party or by which it or
         its assets are bound; or (iv) in violation of any law, regulation,
         administrative order or judicial order, decree or judgment (domestic or
         foreign) applicable to it or its business or assets,

                                       10
<PAGE>

         except where any violation, default or breach under items (ii), (iii),
         or (iv) would not reasonably be expected to, individually or in the
         aggregate, have a Material Adverse Effect on Parent.

                  (g) CONSENTS AND APPROVALS; NO VIOLATION. Neither the
         execution and delivery of this Agreement nor the consummation by Parent
         of the transactions contemplated hereby will (i) conflict with or
         result in any breach of any provision of the certificate of
         incorporation (or other similar documents) or by-laws (or other similar
         documents) of Parent; (ii) require any consent, approval, authorization
         or permit of, or registration or filing with or notification to, any
         governmental or regulatory authority, in each case, by or on behalf of
         Parent, except (A) in connection with the applicable requirements, if
         any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
         amended (the "HSR ACT"), (B) pursuant to the applicable requirements of
         the Securities Act of 1933, as amended, and the rules and regulations
         promulgated thereunder (the "SECURITIES ACT") and the Securities
         Exchange Act of 1934, as amended, and the rules and regulations
         promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D
         with regard to the Parent Stockholders Agreement in accordance with the
         Exchange Act), and the NNM, (C) the filing of the Certificate of Merger
         pursuant to the DGCL and appropriate documents with the relevant
         authorities of other states in which Parent is authorized to do
         business, (D) as may be required by any applicable state securities
         laws, (E) the consents, approvals, orders, authorizations,
         registrations, declarations and filings required under the antitrust or
         competition laws of foreign countries identified the Parent Disclosure
         Schedule, or (F) where the failure to obtain such consent, approval,
         authorization or permit, or to make such registration, filing or
         notification, would not reasonably be expected to, individually or in
         the aggregate, have a Material Adverse Effect on Parent or adversely
         affect the ability of Parent to consummate the transactions
         contemplated hereby; (iii) result in a violation or breach of, or
         constitute (with or without notice or lapse of time or both) a default
         (or give rise to any right of termination, cancellation or acceleration
         or lien or other charge or encumbrance) under any of the terms,
         conditions or provisions of any indenture, note, license, lease,
         agreement or other instrument or obligation to which Parent or any of
         its Material Subsidiaries is a party or by which any of their assets
         may be bound, except for such violations, breaches and defaults (or
         rights of termination, cancellation or acceleration or lien or other
         charge or encumbrance) as to which requisite waivers or consents have
         been obtained or which, individually or in the aggregate, would not
         reasonably be expected to have a Material Adverse Effect on Parent or
         adversely affect the ability of Parent to consummate the transactions
         contemplated hereby; (iv) cause the suspension or revocation of any
         authorizations, consents, approvals or licenses currently in effect
         which, individually or in the aggregate, could reasonably be expected
         to have a Material Adverse Effect on Parent; or (v) assuming the
         consents, approvals, authorizations or permits and registrations,
         filings or notifications referred to in this SECTION 5.1(g) are duly
         and timely obtained or made, violate any order, writ, injunction,
         decree, statute, rule or regulation applicable to Parent or any of its
         Material Subsidiaries or to any of their respective assets, except for


                                       11
<PAGE>

         violations which, individually or in the aggregate, would not
         reasonably be expected to have a Material Adverse Effect on Parent or
         adversely affect the ability of Parent to consummate the transactions
         contemplated hereby. Without limiting the foregoing, on or prior to the
         date of this Agreement, Parent has obtained the written consent of
         Computer Associates International, Inc. to this transaction under those
         certain Non-Competition Agreements, dated as of March 29, 1999, among
         PLATINUM TECHNOLOGIES International, INC. and certain principal
         officers of Parent.

                  (h) LITIGATION. Except as set forth in the Parent SEC Reports
         filed prior to the date hereof or in SECTION 5.1(H) of the Parent
         Disclosure Schedule, there are no actions, suits, claims,
         investigations or proceedings pending or, to the Knowledge of Parent,
         threatened against Parent or any of its Subsidiaries that, individually
         or in the aggregate, could reasonably be expected to result in
         obligations or liabilities of Parent or any of its Subsidiaries that,
         individually or in the aggregate, could reasonably be expected to have
         a Material Adverse Effect on Parent or adversely affect the ability of
         the Parties to consummate the transactions contemplated by this
         Agreement. Neither Parent nor any of its Material Subsidiaries is
         subject to any outstanding judgment, order, writ, injunction or decree
         which has or may have the effect of prohibiting or impairing any
         business practice of Parent or any of its Subsidiaries, any acquisition
         of property (tangible or intangible) by Parent or any of its
         Subsidiaries, the conduct of the business by Parent or any of its
         Subsidiaries, or Parent's ability to perform its obligations under this
         Agreement or could reasonably be expected to have a Material Adverse
         Effect on Parent.

                  (i)      SEC REPORTS; FINANCIAL STATEMENTS.

                           (i) Parent has filed all forms, reports and documents
                  with the Securities and Exchange Commission (the "SEC")
                  required to be filed by it pursuant to the federal securities
                  laws and the SEC rules and regulations thereunder, all of
                  which complied in all material respects with all applicable
                  requirements of the Securities Act and the Exchange Act
                  (collectively, the "PARENT SEC REPORTS") and all of which are
                  available through the SEC's Electronic Data Gathering and
                  Retrieval System ("EDGAR"). None of the Parent SEC Reports,
                  including, without limitation, any financial statements or
                  schedules included therein, at the time filed (or if amended
                  or superseded by a filing prior to the date of this Agreement,
                  then on the date of such filing) contained any untrue
                  statement of a material fact or omitted to state a material
                  fact required to be stated therein or necessary in order to
                  make the statements therein, in 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.

                           (ii) The consolidated balance sheets and the related
                  consolidated statements of income, stockholders' equity
                  (deficit) and cash

                                       12
<PAGE>

                  flows (including the related notes thereto) of Parent included
                  in the Parent SEC Reports (collectively, "PARENT FINANCIAL
                  STATEMENTS") comply as to form in all material respects with
                  applicable accounting requirements and the published rules and
                  regulations of the SEC with respect thereto, have been
                  prepared in accordance with generally accepted accounting
                  principles applied on a basis consistent throughout the
                  periods involved ("GAAP") (except as otherwise noted therein
                  or, in the case of unaudited interim financial statements, as
                  may be permitted by the SEC on Form 10-Q under the Exchange
                  Act), and present fairly the consolidated financial position
                  of Parent and its consolidated Subsidiaries as of their
                  respective dates, and the consolidated results of their
                  operations and their cash flows for the periods presented
                  therein, except that the unaudited interim financial
                  statements do not include footnote disclosure of the type
                  associated with audited financial statements and were or are
                  subject to normal and recurring year-end adjustments which
                  were not or are not expected to be material in amount.

                           (iii) Since June 30, 2001, there has not been any
                  material change, by Parent or any of its Subsidiaries, in
                  accounting principles, methods or policies for financial
                  accounting purposes, except as required by concurrent changes
                  in generally accepted accounting principles, or as disclosed
                  in the Parent SEC Reports. There are no material amendments or
                  modifications to agreements, documents or other instruments
                  which previously had been filed by Parent with the SEC
                  pursuant to the Securities Act or the Exchange Act, which have
                  not been filed with the SEC but which are required to be
                  filed.

                  (j) NO LIABILITIES. Neither Parent nor any of its Subsidiaries
         has any material indebtedness, obligations or liabilities of any kind
         (whether accrued, absolute, contingent or otherwise, and whether due or
         to become due or asserted or unasserted), and, to the Knowledge of
         Parent, there is no reasonable basis for the assertion of any claim
         with respect to any indebtedness, obligation or liability of any nature
         against Parent or any of its Subsidiaries, except for indebtedness,
         obligations and liabilities (i) that are fully reflected in, reserved
         against or otherwise described in the most recent Parent Financial
         Statements, (ii) that have been incurred after the date of the most
         recent Parent Financial Statements in the ordinary course of business,
         consistent with past practice, (iii) that are obligations to perform
         under executory contracts in the ordinary course of business (none of
         which is a liability resulting from a breach of contract or warranty,
         tort, infringement or legal action), or (v) that would not reasonably
         be expected to have, individually or in the aggregate, a Material
         Adverse Effect on Parent.

                  (k) ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as described
         in the Parent SEC Reports, since June 30, 2001, except with respect to
         the actions contemplated by this Agreement, there has not been (i) any
         Material Adverse Effect on Parent; (ii) any damage, destruction or loss
         of any assets of Parent or any of its Material Subsidiaries (whether or
         not covered by insurance) that has

                                       13
<PAGE>

         had or would reasonably be expected to have, individually or in the
         aggregate, a Material Adverse Effect on Parent; (iii) any material
         change by Parent in its accounting methods, principles or practices; or
         (v) any labor dispute or charge of unfair labor practice (other than
         routine individual grievances), which, individually or in the
         aggregate, has had or would reasonably be expected to have a Material
         Adverse Effect on Parent, any activity or proceeding by a labor union
         or representative thereof to organize any employee of Parent or any of
         its Subsidiaries or any campaign being conducted to solicit
         authorization from employees to be represented by such labor union in
         each case which, individually or in the aggregate, has had or could
         reasonably be expected to have a Material Adverse Effect on Parent.

                  (l) S-4 REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS.
         None of the information supplied or to be supplied by Parent for
         inclusion or incorporation by reference in the S-4 Registration
         Statement or the Proxy Statement will (i) in the case of the S-4
         Registration Statement, at the time it becomes effective or at the
         Effective Time, contain any untrue statement of a material fact or omit
         to state any material fact required to be stated therein or necessary
         in order to make the statements therein not misleading, or (ii) in the
         case of the Proxy Statement, at the time of the mailing of the Proxy
         Statement and at the time of the Company Stockholders Meeting and
         Parent Stockholders Meeting (if necessary) and at the Effective Time,
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary in order to
         make the statements therein, in light of the circumstances under which
         they are made, not misleading. If at any time prior to the Effective
         Time any event with respect to Parent, Merger Sub or any of their
         respective officers and directors or any of its Subsidiaries should
         occur which is required to be described in an amendment of, or a
         supplement to, the Proxy Statement or the S-4 Registration Statement,
         Parent shall promptly inform the Company so that such event may be so
         described, and such amendment or supplement shall be promptly filed
         with the SEC and, as required by law, disseminated to the stockholders
         of the Company. The S-4 Registration Statement will (with respect to
         Parent and Merger Sub) comply as to form in all material respects with
         the requirements of the Securities Act. The Proxy Statement will (with
         respect to Parent and Merger Sub) comply as to form in all material
         respects with the requirements of the Exchange Act. Notwithstanding the
         foregoing, Parent and Merger Sub make no representation or warranty
         with respect to any information supplied by, or related to, the Company
         or any of its affiliates or advisors which is contained in any of the
         foregoing documents. Any registration statement(s) filed with the SEC
         by Parent between the date hereof and the Effective Time (other than
         the S-4 Registration Statement) are referred to collectively herein as
         the "OTHER REGISTRATION STATEMENTS". Any proxy statement(s) filed with
         the SEC by Parent between the date hereof and the Effective Time (other
         than the Proxy Statement) are referred to collectively herein as the
         "OTHER PROXY STATEMENTS". None of the information supplied or to be
         supplied by Parent for inclusion or incorporation by reference in (or
         to Parent's Knowledge, any other information included or incorporated
         by reference into) the Other Registration Statements or

                                       14
<PAGE>

         the Other Proxy Statements will (i) in the case of the Other
         Registration Statements, at the time they become effective or at the
         Effective Time, contain any untrue statement of a material fact or omit
         to state any material fact required to be stated therein or necessary
         in order to make the statements therein not misleading, or (ii) in the
         case of the Other Proxy Statements, at the time of the mailing of such
         Other Proxy Statement and at the time of any stockholder action related
         thereto and at the Effective Time, contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary in order to make the statements therein, in light
         of the circumstances under which they are made, not misleading.

                  (m)      TAXES.

                           (i) Parent and each of its Material Subsidiaries has
                  timely filed (after taking into account any extensions to
                  file) all federal, state, local and foreign Returns required
                  by applicable Tax law to be filed by Parent and each of its
                  Material Subsidiaries. All Taxes owed by Parent or any of its
                  Material Subsidiaries to a taxing authority, or for which
                  Parent or any of its Material Subsidiaries is liable, whether
                  to a taxing authority or to other Persons or entities under a
                  Significant Tax Agreement, as of the date hereof, have been
                  paid and, as of the Effective Time, will have been paid. All
                  Returns were true and correct in all material respects when
                  filed. Other than any reserve for deferred Taxes established
                  to reflect timing differences between book and Tax treatment,
                  Parent has made accruals for Taxes on the Parent Financial
                  Statements which are adequate to cover any Tax liability of
                  Parent and each of its Subsidiaries determined in accordance
                  with generally accepted accounting principles through the date
                  of the Parent Financial Statements.

                           (ii) Parent and each of its Material Subsidiaries
                  have withheld with respect to its employees, creditors,
                  independent contractors, stockholders or other parties all
                  federal and state income taxes, FICA, FUTA and other Taxes
                  required to be withheld.

                           (iii) Except as set forth in SECTION 5.1(M) of the
                  Parent Disclosure Schedule, there is no Tax deficiency
                  outstanding, assessed, or to Parent's Knowledge, proposed
                  against Parent or any of its Material Subsidiaries. Neither
                  Parent nor any of its Material Subsidiaries have executed or
                  requested any waiver of any statute of limitations on or
                  extending the period for the assessment or collection of any
                  federal or material state Tax that is still in effect. There
                  are no liens for Taxes on the assets of Parent or of any of
                  its Material Subsidiaries other than with respect to Taxes not
                  yet due and payable.

                           (iv) Except as set forth in SECTION 5.1(M) of the
                  Parent Disclosure Schedule, to Parent's Knowledge, no federal
                  or state Tax audit or other examination of Parent or any of
                  its Material Subsidiaries is

                                       15
<PAGE>

                  presently in progress, nor has Parent or any of its Material
                  Subsidiaries been notified either in writing or orally of any
                  request for such federal or state Tax audit or other
                  examination.

                           (v) Neither Parent nor any of its Material
                  Subsidiaries has filed any consent agreement under Section
                  341(f) of the Code or agreed to have Section 341(f)(2) of the
                  Code apply to any disposition of a subsection (f) asset (as
                  defined in Section 341(f)(4) of the Code) owned by Parent.

                  (n) UNLAWFUL PAYMENTS AND CONTRIBUTIONS. To the Knowledge of
         Parent, neither Parent, any Subsidiary of Parent nor any of their
         respective directors, officers, employees or agents has, with respect
         to the businesses of Parent or its Subsidiaries, (i) used any funds for
         any unlawful contribution, endorsement, gift, entertainment or other
         unlawful expense relating to political activity; (ii) made any direct
         or indirect unlawful payment to any foreign or domestic government
         official or employee; (iii) violated or is in violation of any
         provision of the Foreign Corrupt Practices Act of 1977, as amended; or
         (iv) made any bribe, rebate, payoff, influence payment, kickback or
         other unlawful payment to any Person or entity.

                  (o)      PARENT INTANGIBLE PROPERTY.

                           (i) Except as set forth in SECTION 5.1(O) of the
                  Parent Disclosure Schedule, Parent owns, or is licensed, or
                  otherwise possesses legally enforceable rights, to use, sell
                  or license, as applicable, all Proprietary Rights (excluding
                  in each case Commercial Software) used, sold, distributed or
                  licensed in or as a part of the business of Parent and its
                  Material Subsidiaries as currently conducted ("PARENT
                  PROPRIETARY RIGHTS").

                           (ii) Except as set forth in SECTION 5.1(O) of the
                  Parent Disclosure Schedule, or except for Commercial Software
                  and Parent Embedded Products for which Parent has valid
                  non-exclusive licenses that are adequate for the conduct of
                  Parent's business, Parent is the sole and exclusive owner of
                  the Parent Proprietary Rights (free and clear of any
                  Encumbrances), and except for non-exclusive licenses entered
                  into in the ordinary course of business, has sole and
                  exclusive rights to the use and distribution therefor or the
                  material covered thereby in connection with the services or
                  products in respect of which such Parent Proprietary Rights
                  are currently being used, sold, licensed or distributed in the
                  course of or as part of the business of Parent as currently
                  conducted.

                           (iii) Except as disclosed in SECTION 5.1(O) of the
                  Parent Disclosure Schedule, to the Knowledge of Parent (A)
                  Parent has not materially infringed on any intellectual
                  property rights of any third Persons and (B) none of the
                  Parent Proprietary Rights materially infringes on any
                  intellectual property rights of any third Persons, except as
                  would
                                       16
<PAGE>

                  not, individually or in the aggregate, be reasonably expected
                  to result in a Material Adverse Effect on Parent.

                           (iv) Except as disclosed in SECTION 5.1(O) of the
                  Parent Disclosure Schedule, no actions, suits, claims,
                  investigations or proceedings with respect to the Parent
                  Proprietary Rights (other than Parent Embedded Products) are
                  pending or, to the Knowledge of Parent, threatened by any
                  Person, (A) alleging that the manufacture, sale, license,
                  distribution or use of any Parent Proprietary Rights as now
                  manufactured, sold, licensed, distributed or used by Parent or
                  any third party infringes on any intellectual property rights
                  of any third party, (B) against the use or distribution by
                  Parent or any third party of any Parent Propriety Rights or
                  (C) challenging the ownership by Parent or validity of any
                  Parent Proprietary Rights.

                           (v) For the purpose of this SECTION 5.1(O), the
                  following terms have the following definitions: (A) the term
                  "COMMERCIAL SOFTWARE" means packaged commercially available
                  software programs generally available to the public which have
                  been licensed to Parent pursuant to end-user licenses that
                  permit the use of such programs without a right to modify,
                  distribute or sublicense the same; (B) the term "PARENT
                  EMBEDDED PRODUCTS" means software that is incorporated in any
                  existing product or service of Parent; and (C) the term
                  "PROPRIETARY RIGHTS" means (1) patents, patent applications
                  and inventions, (2) trademarks, service marks, trade dress,
                  trade names, Internet domain names and corporate names (in
                  Parent's state of incorporation) and registrations and
                  applications for registration thereof, (3) copyrights and
                  registrations and applications for registration thereof, (4)
                  mask works and registrations and applications for registration
                  thereof, (5) computer software, data and documentation (in
                  both source code and object code form), (6) trade secrets,
                  know-how and copyrightable works, and (7) all renewals,
                  extensions, revivals and resuscitations thereof, but does not
                  include Commercial Software or Company Embedded Products.

                  (p) AGREEMENTS, CONTRACTS AND COMMITMENTS; MATERIAL CONTRACTS.
         Except as set forth in SECTION 5.1(P) of the Parent Disclosure
         Schedule, (i) each material agreement, contract, obligation, promise or
         undertaking (whether written or oral and whether express or implied) to
         which Parent is a party or by which Parent or its assets is or may
         become bound (a "PARENT CONTRACT") is in full force and effect; and
         (ii) no condition exists or event has occurred that to the Knowledge of
         Parent, (whether with or without notice or lapse of time or both, or
         the happening or occurrence of any other event) would constitute a
         default by Parent or a Material Subsidiary of Parent or, to the
         Knowledge of Parent, any other party thereto under, or result in a
         right in termination of, any Parent Contract, except as would not,
         individually or in the aggregate, be reasonably expected to result in a
         Material Adverse Effect on Parent.

                                       17
<PAGE>

                  (q) PERMITS. Parent and each of its Material Subsidiaries
         holds all licenses, permits, registrations, orders, authorizations,
         approvals and franchises that are required to permit it to conduct its
         businesses as presently conducted, except where the failure to hold
         such licenses, permits, registrations, orders, authorizations,
         approvals or franchises would not reasonably be expected to,
         individually or in the aggregate, have a Material Adverse Effect on
         Parent. All such licenses, permits, registrations, orders,
         authorizations, approvals and franchises are now, and will be after the
         Closing, valid and in full force and effect, except where the failure
         to be valid and in full force and effect or to have the benefit of any
         such license, permit, registration, order, authorization, approval or
         franchise would not reasonably be expected to, individually or in the
         aggregate, have a Material Adverse Effect on Parent. Neither Parent nor
         any of its Material Subsidiaries has received any notification of any
         asserted present failure (or past and unremedied failure) by it to have
         obtained any such license, permit, registration, order, authorization,
         approval or franchise, except where such failure would not reasonably
         be expected to, individually or in the aggregate, have a Material
         Adverse Effect on Parent.

                  (r) TAKEOVER STATUTE. No "fair price", "moratorium", "control
         share acquisition" or other similar antitakeover statute or regulation
         enacted under state or federal laws in the United States (with the
         exception of Section 203 of the DGCL) applicable to Parent is
         applicable to the Merger or the other transactions contemplated hereby.
         Assuming the accuracy of the representation and warranty set forth in
         SECTION 5.2(AA), the action of the board of directors of Parent in
         approving this Agreement (and the transactions provided for herein) is
         sufficient to render inapplicable to this Agreement (and the
         transactions provided for herein) the restrictions on "business
         combinations" (as defined in Section 203 of the DGCL) as set forth in
         Section 203 of the DGCL.

                  (s) COMPANY STOCK. Neither Parent nor, to the Knowledge of
         Parent, any of its Subsidiaries (including Merger Sub) is, nor at any
         time during the last three years has any of such been, an "interested
         stockholder" of the Company as defined in Section 203 of the DGCL.
         Neither Parent nor, to the Knowledge of Parent, any of its Subsidiaries
         (including Merger Sub) owns (directly or indirectly, beneficially or of
         record) and is not a party to any agreement, arrangement or
         understanding for the purpose of acquiring, holding, voting or
         disposing of, in each case, any shares of capital stock of the Company
         (other than as contemplated by this Agreement).

                  (t) TRANSACTIONS WITH AFFILIATES. Except as set forth in
         SECTION 5.1(T) of the Parent Disclosure Schedule, since the date of
         Parent's last proxy statement to its stockholders, no event has
         occurred that would be required to be reported by Parent pursuant to
         Item 404 of Regulation S-K promulgated by the SEC.

                  (u) NOT AN INVESTMENT COMPANY. Parent is not an "investment
         company" within the meaning of that term as used in the Investment
         Company Act of 1940, as amended.

                                      18
<PAGE>

                  (v) BROKERS AND FINDERS. Neither Parent nor any of its
         Subsidiaries has employed any investment banker, broker, finder,
         consultant or intermediary in connection with the transactions
         contemplated by this Agreement which would be entitled to any
         investment banking, brokerage, finder's or similar fee or commission in
         connection with this Agreement or the transactions contemplated hereby.

                  (w) EXISTING DISCUSSIONS. Parent has disclosed to the Company
         any and all existing activities, discussions or negotiations with any
         parties with respect to any merger, consolidation, amalgamation, share
         exchange, business combination, issuance of securities, acquisition of
         securities, tender offer, exchange offer or other similar transaction
         involving the Parent or any of its Material Subsidiaries (other than
         those solely between or among the Parent and/or any of its wholly-owned
         Subsidiaries) to the extent that such disclosure would be required to
         be included in the S-4 Registration Statement (as hereinafter defined)
         if the S-4 Registration Statement were to be effective as of the date
         hereof.

                  (x) AMENDMENT TO PARENT RIGHTS PLAN. Parent has amended, and
         the board of directors of the Parent has authorized such amendment to,
         the Parent Rights Agreement so that (i) neither the Company nor any of
         it affiliates, will become an "Acquiring Person" (as defined in the
         Parent Rights Agreement) as a result of the execution of the Company
         Stockholder Agreements, and (ii) no "Stock Acquisition Date" or
         "Distribution Date" (as such terms are defined in the Parent Rights
         Agreement) will occur as a result of the execution of the Company
         Stockholder Agreements.

                  (y) TERMINATION FEES. Except as set forth on SECTION 5.1(Y) of
         the Parent Disclosure Schedule, no termination, severance payments or
         other rights under any employment, severance, or similar agreement to
         which Parent is a party will be accelerated by Parent's execution of
         this Agreement, the Merger, or the transactions contemplated by this
         Agreement, either individually or in the aggregate together with any
         other Material Transactions (including for purposes this SECTION 5.1(Y)
         only, the transactions currently pending with eshare communications,
         Inc. and RoweCom Inc.) for which a definitive agreement has been
         validly signed and to which Parent is a party.

         5.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Parent and Merger Sub that the statements contained
in this SECTION 5.2 are true and correct, except to the extent set forth on the
disclosure schedule delivered contemporaneously with this Agreement by the
Company to Parent and Merger Sub (the "COMPANY DISCLOSURE SCHEDULE"). The
Company Disclosure Schedule shall be arranged in sections and paragraphs
corresponding to the lettered and numbered paragraphs contained in this SECTION
5.2, and the disclosure in any paragraph shall qualify only the corresponding
paragraph in this SECTION 5.2 (provided that the listing of an item in one
paragraph of the Company Disclosure Schedule shall be deemed to be a listing in
each paragraph of the Company Disclosure Schedule and to apply to any other
representation and warranty of the Company in

                                       19

<PAGE>

this Agreement to the extent that it is reasonably apparent from a reading of
such disclosure item that it would also qualify or apply to such other paragraph
or representation and warranty).

                  (a) CORPORATE ORGANIZATION AND QUALIFICATION. Each of the
         Company and its Subsidiaries is duly organized, validly existing and in
         good standing under the laws of its jurisdiction of organization and is
         qualified and in good standing as a foreign entity in each jurisdiction
         where the properties owned, leased or operated, or the business
         conducted, by it require such qualification, except where failure to be
         so qualified would not, individually or in the aggregate, reasonably be
         expected to have a Material Adverse Effect on the Company. Each of the
         Company and its Subsidiaries has all requisite power and authority
         (corporate or otherwise) to own its properties and to carry on its
         business as it is now being conducted. All of the Subsidiaries of the
         Company are set forth in SECTION 5.2(A) of the Company Disclosure
         Schedule. The Company has heretofore delivered or made available to
         Parent complete and correct copies of its certificate of incorporation
         and by-laws and the charter documents of its material Subsidiaries,
         each as amended.

                  (b) CAPITALIZATION. The authorized capital stock of the
         Company consists of (i) 300,000,000 shares of Company Common Stock, of
         which 47,008,359 shares were issued and outstanding as of August 3,
         2001, and (ii) 2,000,000 shares of preferred stock, $0.10 par value per
         share, 5,000 of which have been designated as Series E 6% Cumulative
         Convertible Preferred Stock (as modified by the Waiver), all of which
         are issued and outstanding as of the date hereof, and 100,000 of which
         have been designated Series A Junior Participating Preferred Stock,
         none of which are issued or outstanding. All of the outstanding shares
         of capital stock of the Company and its Subsidiaries have been duly
         authorized and validly issued and are fully paid and nonassessable. The
         Company has no outstanding stock appreciation rights, phantom stock or
         similar rights. All outstanding shares of capital stock or other equity
         interests of the Subsidiaries of the Company are owned by the Company
         or a direct or indirect wholly-owned Subsidiary of the Company, free
         and clear of all liens, pledges, charges, encumbrances, claims and
         options of any nature. Except for options to purchase an aggregate of
         9,990,671 shares of Company Common Stock issued as of August 10, 2001
         pursuant to the Company's 1994 Stock Incentive Plan, 1996 Stock
         Incentive Plan, Amended and Restated 1996 Director Option Plan, 1999
         Stock Incentive Plan and 2001 Employee Stock Purchase Plan
         (collectively, the "COMPANY OPTION Plans"), the Company Warrants and
         the Company Rights (as hereinafter defined) or as provided under the
         terms of the Series E Preferred Stock (as modified by the Waiver),
         there are no outstanding or authorized options, warrants, calls, rights
         (including preemptive rights), commitments or any other agreements of
         any character to which the Company or any of its Subsidiaries is a
         party to, or by which any of them may be bound, requiring them to
         issue, transfer, grant, sell, purchase, redeem or acquire any shares of
         capital stock or any of their securities or rights convertible into,
         exchangeable for, or evidencing the right to subscribe for, any shares
         of capital stock of the Company or any of its Subsidiaries. There are
         no stockholder agreements, voting trusts or other

                                       20
<PAGE>

         agreements or understandings to which the Company is a party or by
         which it is bound relating to the voting of any shares of the capital
         stock of the Company. No existing rights with respect to the
         registration of shares of Company Common Stock under the Securities
         Act, including, but not limited to, demand rights or piggy-back
         registration rights, shall apply with respect to any Parent Shares
         issuable in connection with the Merger or upon exercise of Substitute
         Options or Substitute Warrants. SECTION 5.2(B) of the Company
         Disclosure Schedule sets forth a list, as of the date hereof, of the
         outstanding options and warrants to acquire shares of Company Stock,
         the name of the holder of such option or warrant, the exercise price of
         such option or warrant, the number of shares as to which such option or
         warrant will have vested at such date and whether the exercisability of
         such option or warrant will be accelerated in any way by the
         transactions contemplated by this Agreement and the extent of
         acceleration, if any, and any adjustments to such options or warrants
         resulting from the consummation of the transactions contemplated by
         this Agreement. Since June 30, 2001, no Company Options or other
         options or warrants convertible or exchangeable for shares of Company
         Stock have been issued or accelerated or had their terms modified. On
         or prior to the Effective Time, either (i) all of the shares of Company
         Series E Preferred Stock shall have been converted into shares of
         Company Common Stock or (ii) all of the conditions to the obligations
         of the holder(s) of the Company Series E Preferred Stock to waive their
         mandatory repurchase right set forth in the Waiver shall have been and
         remain satisfied and the holder(s) of the Company Series E Preferred
         Stock have complied with the terms of the Waiver.

                  (c) FAIRNESS OPINION. The board of directors of the Company
         has received an opinion from Goldman, Sachs & Co., to the effect that,
         as of the date hereof and based upon and subject to the matters stated
         therein, the consideration to be received by the holders of shares of
         Company Stock in connection with the Merger is fair to such holders
         from a financial point of view and a copy of such opinion has been or,
         promptly upon becoming available, will be provided to Parent, and such
         opinion has not been withdrawn, revoked or modified; it being
         understood and acknowledged by Parent that such opinion has been
         rendered for the benefit of the Board of Directors of the Company and
         is not intended to be, and may not be, relied upon by Parent, its
         affiliates or their respective stockholders.

                  (d) AUTHORITY RELATIVE TO THIS AGREEMENT. The board of
         directors of the Company has declared this Agreement and the Merger to
         be advisable and has unanimously (with one abstention) recommended that
         the stockholders of the Company adopt this Agreement and the Merger,
         and the Company has the requisite corporate power and authority to
         execute and deliver this Agreement and, upon adoption of this Agreement
         by the stockholders of the Company, to consummate the transactions
         contemplated hereby. This Agreement and the consummation by the Company
         of the transactions contemplated hereby have been duly and validly
         authorized by the board of directors of the Company, and no other
         corporate proceedings on the part of the Company are necessary to

                                       21
<PAGE>

         authorize this Agreement or to consummate the transactions contemplated
         hereby (other than the adoption of this Agreement and the Merger by the
         stockholders of the Company in accordance with the DGCL). This
         Agreement has been duly and validly executed and delivered by the
         Company and, assuming this Agreement constitutes the valid and binding
         agreement of Parent and Merger Sub, constitutes the valid and binding
         agreement of the Company, enforceable against the Company in accordance
         with its terms, subject, as to enforceability, to bankruptcy,
         insolvency, reorganization and other laws of general applicability
         relating to or affecting creditors' rights and to general principles of
         equity.

                  (e) PRESENT COMPLIANCE WITH OBLIGATIONS AND LAWS. Neither the
         Company nor any of its Subsidiaries is: (i) in violation of its
         certificate of incorporation or by-laws or similar documents; (ii) in
         default in the performance of any obligation, agreement or condition of
         any debt instrument which (with or without the passage of time or the
         giving of notice, or both) affords to any Person the right to
         accelerate any indebtedness or terminate any right; (iii) in default
         under or breach of (with or without the passage of time or the giving
         of notice) any other contract to which it is a party or by which it or
         its assets are bound; or (iv) in violation of any law, regulation,
         administrative order or judicial order, decree or judgment (domestic or
         foreign) applicable to it or its business or assets, except where any
         violation, default or breach under items (ii), (iii), or (iv) would not
         reasonably be expected to, individually or in the aggregate, have a
         Material Adverse Effect on the Company.

                  (f) CONSENTS AND APPROVALS; NO VIOLATION. Neither the
         execution and delivery of this Agreement by the Company nor the
         consummation by the Company of the transactions contemplated hereby
         will (i) conflict with or result in any breach of any provision of the
         respective certificate of incorporation (or other similar document) or
         by-laws (or other similar document) of the Company or any of its
         Subsidiaries; (ii) require any consent, approval, authorization or
         permit of, or registration or filing with or notification to, any
         governmental or regulatory authority, in each case, by or on behalf of
         the Company or any of its Subsidiaries, except (A) in connection with
         the applicable requirements, if any, of the HSR Act, (B) pursuant to
         the applicable requirements of the Securities Act and the Exchange Act
         (including a Schedule 13D with regard to the Company Stockholders
         Agreement in accordance with the Exchange Act) and the NNM, (C) the
         filing of the Certificate of Merger pursuant to the DGCL and
         appropriate documents with the relevant authorities of other states in
         which the Company is authorized to do business, (D) as may be required
         by any applicable state securities laws, (E) such consents, approvals,
         orders, authorizations, registrations, declarations and filings as may
         be required under the antitrust or competition laws of any foreign
         country or (F) where the failure to obtain such consent, approval,
         authorization or permit, or to make such registration, filing or
         notification, would not reasonably be expected to, individually or in
         the aggregate, have a Material Adverse Effect on the Company or
         adversely affect the ability of the Company to consummate the
         transactions contemplated hereby; (iii) result in a violation or breach
         of, or constitute (with or without notice or lapse of time or both) a
         default

                                       22
<PAGE>

         (or give rise to any right of termination, cancellation or acceleration
         or lien or other charge or encumbrance) under any of the terms,
         conditions or provisions of any indenture, note, license, lease,
         agreement or other instrument or obligation to which the Company or any
         of its Subsidiaries is a party or by which any of their assets may be
         bound, except for such violations, breaches and defaults (or rights of
         termination, cancellation, or acceleration or lien or other charge or
         encumbrance) as to which requisite waivers or consents have been
         obtained or which, individually or in the aggregate, would not
         reasonably be expected to have a Material Adverse Effect on the Company
         or adversely affect the ability of the Company to consummate the
         transactions contemplated hereby; (iv) cause the suspension or
         revocation of any authorizations, consents, approvals or licenses
         currently in effect which, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect on the
         Company; or (v) assuming the consents, approvals, authorizations or
         permits and registrations, filings or notifications referred to in this
         SECTION 5.2(F) are duly and timely obtained or made, violate any order,
         writ, injunction, decree, statute, rule or regulation applicable to the
         Company or any of its Subsidiaries or to any of their respective
         assets, except for violations which would not reasonably be expected
         to, individually or in the aggregate, have a Material Adverse Effect on
         the Company or adversely affect the ability of the Company to
         consummate the transactions contemplated hereby.

                  (g) LITIGATION. Except as disclosed in Company SEC Reports
         filed prior to the date hereof, or as set forth in SECTION 5.2(G) of
         the Company Disclosure Schedule, there are no third party actions,
         suits, claims, investigations or proceedings pending or, to the
         Knowledge of the Company, threatened against the Company or any of its
         Subsidiaries that, individually or in the aggregate, could reasonably
         be expected to result in obligations or liabilities of the Company or
         any of its Subsidiaries that, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect on the Company
         or adversely affect the ability of the Parties to consummate the
         transactions contemplated by this Agreement. Neither the Company nor
         any of its Subsidiaries is subject to any outstanding judgment, order,
         writ, injunction or decree which (i) has or may have the effect of
         prohibiting or impairing any business practice of the Company or any of
         its Subsidiaries, any acquisition of property (tangible or intangible)
         by the Company or any of its Subsidiaries, the conduct of the business
         by the Company or any of its Subsidiaries, or Company's ability to
         perform its obligations under this Agreement or (ii) individually or in
         the aggregate, could reasonably be expected to have a Material Adverse
         Effect on the Company.

                  (h)      SEC REPORTS; FINANCIAL STATEMENTS.

                           (i) The Company has filed all forms, reports and
                  documents with the SEC required to be filed by it pursuant to
                  the federal securities laws and the SEC rules and regulations
                  thereunder, all of which complied in all material respects
                  with all applicable requirements of the Securities Act and the
                  Exchange Act (the "COMPANY SEC REPORTS") all of which are


                                       23
<PAGE>

                  available through EDGAR. None of the Company SEC Reports,
                  including, without limitation, any financial statements or
                  schedules included therein, at the time filed (or if amended
                  or superseded by a filing prior to the date of this Agreement,
                  then on the date of such filing) contained any untrue
                  statement of a material fact or omitted to state a material
                  fact required to be stated therein or necessary in order to
                  make the statements therein, in light of the circumstances
                  under which they were made, not misleading. None of the
                  Company's Subsidiaries is required to file any forms, reports
                  or other documents with the SEC.

                           (ii) The consolidated balance sheets and the related
                  statements of income, stockholders' equity or deficit and cash
                  flow (including the related notes thereto) of the Company
                  included in the Company SEC Reports (collectively, the
                  "COMPANY FINANCIAL STATEMENTS") comply as to form in all
                  material respects with applicable accounting requirements and
                  the published rules and regulations of the SEC with respect
                  thereto, have been prepared in accordance with generally
                  accepted accounting principles applied on a basis consistent
                  throughout the periods involved (except as otherwise noted
                  therein or, in the case of unaudited interim financial
                  statements, as may be permitted by the SEC on Form 10-Q under
                  the Exchange Act), and present fairly the consolidated
                  financial position of the Company and its consolidated
                  Subsidiaries as of their respective dates, and the results of
                  its operations and its cash flow for the periods presented
                  therein, except that the unaudited interim financial
                  statements do not include footnote disclosure of the type
                  associated with audited financial statements and were or are
                  subject to normal and recurring year-end adjustments which
                  were not or are not expected to be material in amount.

                           (iii) Since June 30, 2001, there has not been any
                  material change, by the Company or any of its Subsidiaries in
                  accounting principles, methods or policies for financial
                  accounting purposes, except as required by concurrent changes
                  in generally accepted accounting principles, or as disclosed
                  in the Company SEC Reports. There are no material amendments
                  or modifications to agreements, documents or other instruments
                  which previously had been filed by the Company with the SEC
                  pursuant to the Securities Act or the Exchange Act, which have
                  not been filed with the SEC but which are required to be
                  filed.

                  (i) NO LIABILITIES. Neither the Company nor any of its
         Subsidiaries has any material indebtedness, obligations or liabilities
         of any kind (whether accrued, absolute, contingent or otherwise, and
         whether due or to become due or asserted or unasserted), and, to the
         Knowledge of the Company, there is no reasonable basis for the
         assertion of any claim with respect to any indebtedness, obligation or
         liability of any nature against the Company or any of its Subsidiaries,
         except for indebtedness, obligations and liabilities (i) that are fully
         reflected in, reserved against or otherwise described in the most
         recent Company

                                       24
<PAGE>

         Financial Statements, (ii) that have been incurred after the most
         recent Company Financial Statements in the ordinary course of business,
         consistent with past practice, (iii) that are obligations to perform
         under executory contracts in the ordinary course of business (none of
         which is a liability resulting from a breach of contract or warranty,
         tort, infringement or legal action) or (iv) that, individually or in
         the aggregate, would not reasonably be expected to have a Material
         Adverse Effect on the Company.

                  (j) ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as described
         in the Company SEC Reports, since June 30, 2001, except with respect to
         the actions contemplated by this Agreement, the Credit Agreement, the
         Security Agreement (as such term is defined in the Credit Agreement)
         and the Software Distribution Agreement, the Company has conducted its
         business only in the ordinary course and in a manner consistent with
         past practice and, since such date, there has not been (i) any Material
         Adverse Effect on the Company, (ii) any damage, destruction or loss of
         assets of the Company or any of its Subsidiaries (whether or not
         covered by insurance) that has had or would reasonably be expected to
         have, individually or in the aggregate, a Material Adverse Effect on
         the Company, (iii) any material change by the Company in its accounting
         methods, principles or practices; (iv) any labor dispute or charge of
         unfair labor practice (other than routine individual grievances),
         which, individually or in the aggregate, has had or would reasonably be
         expected to have a Material Adverse Effect on the Company, any activity
         or proceeding by a labor union or representative thereof to organize
         any employee of the Company or any of its Subsidiaries or any campaign
         being conducted to solicit authorization from employees to be
         represented by such labor union in each case which, individually or in
         the aggregate, has had or would reasonably be expected to have a
         Material Adverse Effect on the Company; (v) any waiver by the Company
         or any of its Subsidiaries of any rights of material value or (vi) any
         other action or event that would have required the consent of Parent
         pursuant to SECTION 6.1 had such action or event occurred after the
         date of this Agreement.

                  (k) BROKERS AND FINDERS. Except for the fees and expenses
         payable to Goldman, Sachs & Co., which fees and expenses are determined
         pursuant to its agreement with the Company, a true and complete copy of
         which (including all amendments) has been furnished to Parent, neither
         the Company nor any of its Subsidiaries has employed any investment
         banker, broker, finder, consultant or intermediary in connection with
         the transactions contemplated by this Agreement which would be entitled
         to any investment banking, brokerage, finder's or similar fee or
         commission in connection with this Agreement or the transactions
         contemplated hereby.

                  (l) S-4 REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS.
         None of the information supplied or to be supplied by the Company for
         inclusion or incorporation by reference in the S-4 Registration
         Statement or the Proxy Statement will (i) in the case of the S-4
         Registration Statement, at the time it becomes effective or at the
         Effective Time, contain any untrue statement of a material fact or omit
         to state any material fact required to be stated therein or

                                       25
<PAGE>

         necessary in order to make the statements therein not misleading, or
         (ii) in the case of the Proxy Statement, at the time of the mailing of
         the Proxy Statement, at the time of the Company Stockholders Meeting
         and Parent Stockholders Meeting (if necessary), and at the Effective
         Time, contain any untrue statement of a material fact or omit to state
         any material fact required to be stated therein or necessary in order
         to make the statements therein, in light of the circumstances under
         which they are made, not misleading. If at any time prior to the
         Effective Time any event with respect to the Company, its officers and
         directors or any of its Subsidiaries should occur which is required to
         be described in an amendment of, or a supplement to, the Proxy
         Statement or the S-4 Registration Statement, the Company shall promptly
         inform Parent so that such event may be so described and such amendment
         or supplement promptly filed with the SEC and, as required by law,
         disseminated to the stockholders of the Company. The S-4 Registration
         Statement will (with respect to the Company) comply as to form in all
         material respects with the requirements of the Securities Act. The
         Proxy Statement will (with respect to the Company) comply as to form in
         all material respects with the requirements of the Exchange Act.
         Notwithstanding the foregoing, the Company makes no representation or
         warranty with respect to any information supplied by, or related to,
         Parent, Merger Sub, or any other entity with which Parent or any
         Subsidiary of Parent has entered into an agreement relating to the
         acquisition of such entity by Parent or any Subsidiary of Parent, or
         any of their respective affiliates or advisors which is contained in
         any of the foregoing documents.

                  (m)      TAXES.

                           (i) The Company and each of its Subsidiaries has
                  timely filed (after taking into account any extensions to
                  file) all federal, state, local and foreign Returns required
                  by applicable Tax law to be filed by the Company and each of
                  its Subsidiaries. All Taxes owed by the Company or any of its
                  Subsidiaries to a taxing authority, or for which the Company
                  or any of its Subsidiaries is liable, whether to a taxing
                  authority or to other Persons or entities under a Significant
                  Tax Agreement, as of the date hereof, have been paid and, as
                  of the Effective Time, will have been paid. All Returns were
                  true and correct in all material respects when filed. Other
                  than any reserve for deferred Taxes established to reflect
                  timing differences between book and Tax treatment, the Company
                  has made accruals for Taxes on the Company Financial
                  Statements which are adequate to cover any Tax liability of
                  the Company and each of its Subsidiaries determined in
                  accordance with generally accepted accounting principles
                  through the date of the Company Financial Statements.

                           (ii) The Company and each of its Subsidiaries have
                  withheld with respect to its employees, creditors, independent
                  contractors, stockholders or other parties all federal and
                  state income taxes, FICA, FUTA and other Taxes required to be
                  withheld.

                                       26
<PAGE>

                           (iii) There is no Tax deficiency outstanding,
                  assessed, or to the Company's Knowledge, proposed against the
                  Company or any of its Subsidiaries. Neither the Company nor
                  any of its Subsidiaries have executed or requested any waiver
                  of any statute of limitations on or extending the period for
                  the assessment or collection of any federal or material state
                  Tax that is still in effect. There are no liens for Taxes on
                  the assets of Company or of any of its Subsidiaries other than
                  with respect to Taxes not yet due and payable.

                           (iv) No federal or state Tax audit or other
                  examination of the Company or any of its Subsidiaries is
                  presently in progress, nor has the Company or any of its
                  Subsidiaries been notified either in writing or orally of any
                  request for such federal or state Tax audit or other
                  examination.

                           (v) Neither the Company nor any of its Subsidiaries
                  has filed any consent agreement under Section 341(f) of the
                  Code or agreed to have Section 341(f)(2) of the Code apply to
                  any disposition of a subsection (f) asset (as defined in
                  Section 341(f)(4) of the Code) owned by the Company.

                           (vi) Neither the Company nor any of its Subsidiaries
                  is a party to (A) any agreement with a party other than the
                  Company or any of its Subsidiaries providing for the
                  allocation or payment of Tax liabilities or payment for Tax
                  benefits with respect to a consolidated, combined or unitary
                  Return which Return includes or included the Company or any
                  Subsidiary or (B) any Significant Tax Agreement other than any
                  Significant Tax Agreement described in (A).

                           (vii) Except for the group of which the Company and
                  its Subsidiaries are now presently members, neither the
                  Company nor any of its Subsidiaries has ever been a member of
                  an affiliated group of corporations within the meaning of
                  Section 1504 of the Code. There is no excess loss account,
                  deferred intercompany gain or loss, or intercompany items as
                  such terms are defined in the regulations promulgated under
                  the Code, that exist with respect to the Company or any of its
                  Subsidiaries.

                           (viii) Neither the Company nor any of its
                  Subsidiaries has agreed to make nor is it required to make any
                  adjustment under Section 481(a) of the Code by reason of a
                  change in accounting method or otherwise which have not yet
                  been taken into account.

                           (ix) There is no contract, agreement, plan or
                  arrangement covering any individual or entity treated as an
                  individual included in the business or assets of the Company
                  or its Subsidiaries that, individually or collectively, could
                  give rise to the payment by the Company, a Subsidiary, Merger
                  Sub or Parent of an amount that would not be deductible by
                  reason of Sections 280G or 162(m) of the Code or similar
                  provisions of Tax law.

                                       27
<PAGE>

         (n)      Employee Benefits.

                           (i) For purposes hereof, the term "COMPANY SCHEDULED
                  PLANS" means each "employee pension benefit plan" (as such
                  term is defined in Section 3(2) of ERISA), "employee welfare
                  benefit plan" (as such term is defined in Section 3(1) of
                  ERISA), material personnel or payroll policy (including
                  vacation time, holiday pay, service awards, moving expense
                  reimbursement programs and sick leave) or material fringe
                  benefit, severance agreement or plan or any medical, hospital,
                  dental, life or disability plan, pension benefit plan, excess
                  benefit plan, bonus, stock option, stock purchase or other
                  incentive plan (including any equity or equity-based plan),
                  tuition reimbursement, automobile use, club membership,
                  parental or family leave, top hat plan or deferred
                  compensation plan, salary reduction agreement,
                  change-of-control agreement, employment agreement, consulting
                  agreement, or collective bargaining agreement, indemnification
                  agreement, retainer agreement, or any other material benefit
                  plan, policy, program, arrangement, agreement or contract,
                  with respect to any employee, former employee, director,
                  independent contractor, or any beneficiary or dependent
                  thereof of the Company, with respect to which the Company has
                  any liability (whether accrued, absolute, contingent or
                  otherwise, and whether due or to become due or asserted or
                  unasserted).. A "COMPANY PLAN AFFILIATE" is each entity which
                  is treated as a single employer with the Company pursuant to
                  Section 4001 of ERISA or Section 414 of the Code. The Company
                  has made available to Parent copies of all employee manuals of
                  the Company and its Subsidiaries that include personnel
                  policies applicable to any of their respective employees.

                           (ii) The Company has made available to Parent a
                  complete and accurate copy of each written Company Scheduled
                  Plan, together with, if applicable, a copy of audited
                  financial statements, actuarial reports and Form 5500 Annual
                  Reports (including required schedules), if any, for the three
                  (3) most recent plan years, the most recent Internal Revenue
                  Service ("IRS") determination letter or IRS recognition of
                  exemption; each other material letter, ruling or notice issued
                  by a governmental body with respect to each such plan during
                  the last three (3) years, a copy of each trust agreement,
                  insurance contract or other funding vehicle, if any, with
                  respect to each such plan, the current summary plan
                  description and summary of material modifications thereto with
                  respect to each such plan and Form 5310. There are no
                  unwritten Company Scheduled Plans except as set forth and
                  described as comprehended to the Closing Date on SECTION
                  5.2(N) of the Company Disclosure Schedule. There are no
                  negotiations, demands or proposals which are pending or
                  threatened which concern matters now covered, or that would be
                  covered, by the foregoing types of unwritten Company Scheduled
                  Plans, if any.

                                       28
<PAGE>

                           (iii) Except for instances of non-compliance which
                  would not, individually or in the aggregate, be reasonably
                  expected to have a Material Adverse Effect on the Company,
                  each Company Scheduled Plan (1) has been in compliance and
                  currently complies in form and in operation with all
                  applicable requirements of ERISA and the Code, and any other
                  legal requirements; (2) has been and is operated and
                  administered in compliance with its terms (except as otherwise
                  required by law); and (3) has been and is operated in
                  compliance with applicable legal requirements in such a manner
                  as to qualify, where appropriate, for both Federal and state
                  purposes, for income tax exclusions to its participants,
                  tax-exempt income for its funding vehicle, and the allowance
                  of deductions and credits with respect to contributions
                  thereto. Each Company Scheduled Plan which is intended to be
                  qualified under Section 401(a) of the Code has received a
                  favorable determination letter or recognition of exemption
                  from the IRS on which the Company can rely.

                           (iv) With respect to each Company Scheduled Plan,
                  there are no claims or other proceedings pending or, to the
                  Knowledge of the Company, threatened with respect to the
                  assets thereof (other than routine claims for benefits) which
                  could reasonably be expected to give rise to a Material
                  Adverse Effect on the Company.

                           (v) Except as would not be reasonably expected to
                  have a Material Adverse Effect on the Company, with respect to
                  each Company Scheduled Plan, no Person: (1) has entered into
                  any "prohibited transaction," as such term is defined in ERISA
                  or the Code and the regulations, administrative rulings and
                  case law thereunder that is not otherwise exempt under Code
                  Section 4975 or ERISA Section 408 (or any administrative class
                  exemption issued thereunder); (2) has breached a fiduciary
                  obligation or violated Sections 402, 403, 405, 503, 510 or 511
                  of ERISA; (3) has any liability for any failure to act or
                  comply in connection with the administration or investment of
                  the assets of such plans; or (4) engaged in any transaction or
                  otherwise acted with respect to such plans in such a manner
                  which could subject Parent, or any fiduciary or plan
                  administrator or any other Person dealing with any such plan,
                  to liability under Section 409 or 502 of ERISA or Sections
                  4972 or 4976 through 4980B of the Code.

                           (vi) Each Company Scheduled Plan (other than any
                  individual contract with an employee or any stock option plan)
                  may be amended, terminated, modified or otherwise revised by
                  the Company or Parent, on and after the Closing, without
                  incurring further obligations to the Company or Parent (other
                  than ordinary administrative expenses or routine claims for
                  benefits).

                           (vii) None of the Company or any current or former
                  Company Plan Affiliate has at any time participated in, made
                  contributions to or had

                                       29
<PAGE>

                  any other liability with respect to any Company Scheduled Plan
                  which is a "multiemployer plan" as defined in Section 4001 of
                  ERISA, a "multiemployer plan" within the meaning of Section
                  3(37) of ERISA, a "multiple employer plan" within the meaning
                  of Section 413(c) of the Code, a "multiple employer welfare
                  arrangement" within the meaning of Section 3(40) of ERISA or a
                  plan that is subject to Title IV of ERISA.

                           (viii) No Company Scheduled Plan provides, or
                  reflects or represents any liability to provide retiree health
                  coverage to any person for any reason, except as may be
                  required by Part 6 of Subtitle B of Title I of ERISA or
                  applicable state insurance laws, and neither the Company nor
                  any Company Plan Affiliate has any liability (whether accrued,
                  absolute, contingent or otherwise, and whether due or to
                  become due to asserted or unasserted) to any current or former
                  employee, consultant or director (either individually or as a
                  group) to provide retiree health coverage, except to the
                  extent required by applicable continuation coverage statutes.

                           (ix) Neither the Company nor a Company Plan Affiliate
                  has any liability for any material excise tax imposed by Code
                  Sections 4971 or 4977. The Company has no material liability
                  for any excise tax imposed by Code Section 4972 or 4979.

                           (x) With respect to any Company Scheduled Plan which
                  is a welfare plan as defined in Section 3(1) of ERISA (1) each
                  such welfare plan which is intended to meet the requirements
                  for tax-favored treatment under Subchapter B of Chapter 1 of
                  the Code materially meets such requirements; and (2) there is
                  no disqualified benefit (as such term is defined in Code
                  Section 4976(b)) which would subject the Company or any
                  Company Plan Affiliate to a material tax under Code Section
                  4976(a).

                           (xi) Except for instances of noncompliance that would
                  not, individually or in the aggregate, result in a Material
                  Adverse Effect on the Company, each Company Scheduled Plan
                  that has been adopted or maintained by the Company or any
                  Company Plan Affiliate, whether informally or formally, or
                  with respect to which the Company or any Company Plan
                  Affiliate will or may have any liability, for the benefit of
                  the Company employees who perform services outside the United
                  States (the "COMPANY INTERNATIONAL EMPLOYEE Plans") has been
                  established, maintained and administered in compliance with
                  its terms and conditions and with the requirements prescribed
                  by any and all statutory or regulatory laws that are
                  applicable to such Company International Employee Plan.
                  Furthermore, no Company International Employee Plan has
                  unfunded liabilities, that, as of the Effective Time, will not
                  be offset by insurance or fully accrued, except for such
                  funding deficiencies as would not result in a Material Adverse
                  Effect to the Company. Except as required by law, no condition
                  exists that would prevent the Company or any Company Plan
                  Affiliate from terminating or amending any Company
                  International

                                       30
<PAGE>

                  Employee Plan at any time for any reason without liability to
                  the Company or any Company Plan Affiliate (other than ordinary
                  administration expenses or routine claims for benefits).

                           (xii) Neither the Company nor any current or former
                  Company Plan Affiliate has any material liability (including,
                  but not limited to, any contingent liability) with respect to
                  any plan subject to Title IV of ERISA or Section 412 of the
                  Code or any plan maintained by any former Company Plan
                  Affiliate.

                           (xiii) Other than by reason of actions taken
                  following the Closing, neither the execution of this Agreement
                  nor the consummation of the transactions contemplated by this
                  Agreement will (1) entitle any current or former employee of
                  the Company to severance pay, unemployment compensation or any
                  other payment, (2) accelerate the time of payment or vesting
                  of any payment (other than for a terminated or frozen
                  tax-qualified plan, pursuant to a requirement herein to freeze
                  or terminate such plan), cause the forgiveness of any
                  indebtedness, or increase the amount of any compensation due
                  to any such employee or former employee or (3) result in any
                  prohibited transaction described in Section 406 of ERISA or
                  Section 4975 of the Code for which an exemption is not
                  available.

                  (o)      COMPANY INTANGIBLE PROPERTY.

                           (i) Except as set forth in SECTION 5.2(O) of the
                  Company Disclosure Schedule, the Company owns, or is licensed,
                  or otherwise possesses legally enforceable rights, to use,
                  sell or license, as applicable, all Proprietary Rights
                  (excluding in each case Commercial Software) used, sold,
                  distributed or licensed in or as a part of the business of the
                  Company and its Subsidiaries as currently conducted (the
                  "COMPANY PROPRIETARY RIGHTS"). Except as disclosed in SECTION
                  5.2(O) of the Company Disclosure Schedule, the Company has
                  licenses for all copies of Commercial Software used in its
                  business and the Company does not have any obligation to pay
                  fees, royalties and other amounts at any time pursuant to any
                  such license.

                           (ii) Except for Company Embedded Products for which
                  the Company has valid non-exclusive licenses that are adequate
                  for the conduct of the Company's business, the Company is the
                  sole and exclusive owner of the Company Proprietary Rights
                  (free and clear of any Encumbrances), and, except for
                  non-exclusive licenses and non-exclusive reseller agreements
                  entered into in the ordinary course of business, has sole and
                  exclusive rights to the use and distribution therefor of the
                  material covered thereby in connection with the services or
                  products in respect of which such Company Proprietary Rights
                  are currently being used, sold, licensed or distributed in the
                  course of or as part of the business of the

                                       31
<PAGE>

                  Company and its Subsidiaries as currently conducted. The
                  Company is not contractually obligated to pay compensation to
                  any third party with respect to the use or distribution of any
                  Company Proprietary Rights, except pursuant to the contracts
                  set forth in SECTION 5.2(O) of the Company Disclosure
                  Schedule.

                           (iii) Except as disclosed in SECTION 5.2(O) of the
                  Company Disclosure Schedule, to the Knowledge of the Company
                  (A) the Company has not infringed on any intellectual property
                  rights of any third Persons and (B) none of the Company
                  Proprietary Rights infringes on any intellectual property
                  rights of any third Persons, except as would not, individually
                  or in the aggregate, be reasonably expected to result in a
                  Material Adverse Effect on the Company.

                           (iv) Except as disclosed in SECTION 5.2(O) of the
                  Company Disclosure Schedule, no actions, suits, claims,
                  investigations or proceedings with respect to the Company
                  Proprietary Rights (other than Company Embedded Products) are
                  pending or, to the Knowledge of the Company, threatened by any
                  Person, (A) alleging that the manufacture, sale, license,
                  distribution or use of any Company Proprietary Rights as now
                  manufactured, sold, licensed, distributed or used by the
                  Company or any third party infringes on any intellectual
                  property rights of any third party, (B) against the use or
                  distribution by the Company or any third party of any Company
                  Proprietary Rights or (C) challenging the ownership by the
                  Company or validity of any Company Proprietary Rights.

                           (v) Except as disclosed in SECTION 5.2(O) of the
                  Company Disclosure Schedule, the Company has not entered into
                  any agreement, contract or commitment under which the Company
                  is restricted, and the Company is not otherwise restricted,
                  from (A) selling, licensing or otherwise distributing any
                  products to any class or type of customers or directly or
                  through any type of channel in any geographic area or during
                  any period of time, or (B) combining, incorporating, embedding
                  or bundling or allowing others to combine, incorporate, embed
                  or bundle any of its products with those of another party, as
                  each such restriction may effect any product currently being
                  developed, marketed or sold by the Company or that otherwise
                  would have a Material Adverse Effect on the Company.

                           (vi) The Company has taken reasonable security
                  measures to safeguard and maintain its rights in all of the
                  Company Proprietary Rights. To the Company's Knowledge, except
                  as set forth in SECTION 5.2(O) of the Company Disclosure
                  Schedule, all copies of the source code to Company Software
                  and Company trade secrets are physically in the control of the
                  Company at the Company's facilities. All officers, employees
                  and consultants of the Company who have access to proprietary
                  information

                                       32
<PAGE>

                  have executed and delivered to the Company an agreement
                  regarding the protection of proprietary information, and the
                  assignment to or ownership by the Company of all Company
                  Proprietary Rights arising from the services performed for the
                  Company by such Persons. To the Knowledge of the Company, no
                  current or prior officers, employees or consultants of the
                  Company have asserted a claim, and the Company is not aware of
                  any grounds to assert a claim to, any ownership interest in
                  any Company Proprietary Right as a result of having been
                  involved in the development of such property while employed by
                  or consulting to the Company or otherwise.

                           (vii) All authors of the software included in the
                  Company Proprietary Rights (the "COMPANY SOFTWARE") or any
                  other Person who participated in the development of the
                  Company Software or any portion thereof or performed any work
                  related to the Company Software (such authors and other
                  persons or entities are collectively referred to as the
                  "COMPANY SOFTWARE AUTHORS") made his or her contribution to
                  the Company Software within the scope of employment with the
                  Company, as a "work made for hire," and was directed by the
                  Company to work on the Company Software, or as a consultant
                  who assigned all rights to such products to the Company.
                  Except as set forth in SECTION 5.2(O) of the Company
                  Disclosure Schedule, the Company Software and every portion
                  thereof are an original creation of the Company Software
                  Authors and do not contain any source code or portions of
                  source code (including any "canned program") created by any
                  persons other than the Company Software Authors. The Company
                  has not, by any of its acts or omissions, or by acts or
                  omissions of its affiliates, directors, officers, employees,
                  agents, or representatives caused any of its proprietary
                  rights in the Company Software, including copyrights,
                  trademarks, and trade secrets to be transferred, diminished,
                  or adversely affected except to such as would not, either
                  individually or in the aggregate, have a Material Adverse
                  Effect on the Company.

                           (viii) There are no material defects in the Company's
                  software products, and such products shall perform in
                  substantial accordance with related documentation and
                  promotional material supplied by Company, and there are no
                  material errors in any documentation, specifications, manuals,
                  user guides, promotional material, internal notes and memos,
                  technical documentation, drawings, flow charts, diagrams,
                  source language statements, demo disks, benchmark test
                  results, and other written materials related to, associated
                  with or used or produced in the development of the Company's
                  software products. Except as disclosed in SECTION 5.2(O) of
                  the Company Disclosure Schedule, to the Knowledge of the
                  Company, computer software included in the Company Proprietary
                  Rights does not contain any "back door," "time bomb," "Trojan
                  horse," "worm," "drop dead device," "virus" (as these terms
                  are commonly used in the computer software industry), or other
                  software routines designed to

                                       33

<PAGE>

                  permit unauthorized access, to disable or erase software or
                  data, or to perform any other similar type of functions.

                           (ix) No government funding or university or college
                  facilities were used in the development of the computer
                  software programs or applications owned by the Company.

                           (x) For the purpose of this SECTION 5.2(O), the
                  following terms have the following definitions: (A) the term
                  "COMMERCIAL SOFTWARE" means packaged commercially available
                  software programs generally available to the public which have
                  been licensed to the Company pursuant to end-user licenses
                  that permit the use of such programs without a right to
                  modify, distribute or sublicense the same; (B) the term
                  "COMPANY EMBEDDED PRODUCTS" means software that is
                  incorporated in any existing product or service of the
                  Company; and (C) the term "PROPRIETARY RIGHTS" means (1)
                  patents, patent applications, and inventions, (2) trademarks,
                  service marks, trade dress, trade names, Internet domain names
                  and the Company's corporate name (in its state of
                  incorporation) and registrations and applications for
                  registration thereof, (3) copyrights and registrations and
                  applications for registration thereof, (4) mask works and
                  registrations and applications for registration thereof, (5)
                  computer software, data and documentation (in both source code
                  and object code form), (6) trade secrets, know-how and
                  copyrightable works, (7) other confidential and proprietary
                  intellectual property rights, (8) copies and tangible
                  embodiments thereof (in whatever form or medium) and (9) all
                  renewals, extensions, revivals and resuscitations thereof.

                  (p) AGREEMENTS, CONTRACTS AND COMMITMENTS; MATERIAL CONTRACTS.
         Except as set forth in SECTION 5.2(P) of the Company Disclosure
         Schedule or by the Credit Agreement, the Security Agreement or the
         Software Distribution Agreement, neither the Company nor any of its
         Subsidiaries is a party to or is bound by:

                           (i) any contract relating to the borrowing of money,
                  the guaranty of another Person's borrowing of money, or the
                  creation of an encumbrance or lien on the assets of the
                  Company or any of its Subsidiaries and with outstanding
                  obligations in excess of $250,000;

                           (ii) any employment or consulting agreement, contract
                  or commitment with any officer or director level employee or
                  member of the Company's board of directors or any other
                  employee who is one of the fifteen (15) most highly
                  compensated employees, including base salary and bonuses (the
                  "COMPANY KEY EMPLOYEES"), other than those that are terminable
                  by the Company or any of its Subsidiaries on no more than
                  thirty (30) days notice without liability or financial
                  obligation or benefits generally available to employees of the
                  Company, except to the extent

                                       34
<PAGE>

                  general principles of wrongful termination law may limit the
                  Company's or any of its Subsidiaries' ability to terminate
                  employees at will;

                           (iii) any agreement of indemnification or guaranty by
                  the Company or any of its Subsidiaries not entered into in the
                  ordinary course of business other than indemnification
                  agreements between the Company or any of its Subsidiaries and
                  any of its officers or directors in standard forms as filed by
                  the Company with the SEC;

                           (iv) any agreement, contract or commitment containing
                  any covenant limiting the freedom of the Company or any of its
                  Subsidiaries to engage in any line of business or conduct
                  business in any geographical area, compete with any person or
                  granting any exclusive distribution rights or limits the use
                  or exploitation of the Company Proprietary Rights;

                           (v) any contract for capital expenditures in excess
                  of $250,000;

                           (vi) any agreement, contract or commitment currently
                  in force relating to the disposition or acquisition of assets
                  not in the ordinary course of business; or

                           (vii) any agreement, contract or commitment for the
                  purchase of any ownership interest in any corporation,
                  partnership, joint venture or other business enterprise for
                  consideration in excess of $250,000, in any case, which
                  includes all escrow and earn-out agreements with outstanding
                  obligations.

                  A true and complete copy (including all material amendments)
         of each agreement, contract, obligation, promise or undertaking
         (whether written or oral and whether express or implied) set forth in
         SECTION 5.2(P)(I)-(VII) of the Company Disclosure Schedule (a "COMPANY
         CONTRACT"), or a summary of each oral contract, has been made available
         to Parent. Each Company Contract is in full force and effect. No
         condition exists or event has occurred that, (whether with or without
         notice or lapse of time or both, or the happening or occurrence of any
         other event) would constitute a default by the Company or a Subsidiary
         of the Company or, to the Knowledge of the Company, any other party
         thereto under, or result in a right in termination of, any Company
         Contract, except as would not, individually or in the aggregate, be
         reasonably expected to result in a Material Adverse Effect on the
         Company.

                  (q) UNLAWFUL PAYMENTS AND CONTRIBUTIONS. To the Knowledge of
         the Company, neither the Company, any Subsidiary of the Company nor any
         of their respective directors, officers, employees or agents has, with
         respect to the businesses of the Company or its Subsidiaries, (i) used
         any funds for any unlawful contribution, endorsement, gift,
         entertainment or other unlawful expense relating to political activity;
         (ii) made any direct or indirect unlawful payment to any foreign or
         domestic government official or employee; (iii) violated or is in
         violation of any provision of the Foreign Corrupt Practices Act of
         1977, as

                                       35
<PAGE>

         amended; or (iv) made any bribe, rebate, payoff, influence payment,
         kickback or other unlawful payment to any Person or entity.

                  (r) LISTINGS. The Company's securities are not listed for
         trading on any U.S. domestic or foreign securities exchange, other than
         the NNM.

                  (s) ENVIRONMENTAL MATTERS. Except as disclosed in the Company
         Disclosure Schedules, (i) the Company and its Subsidiaries and the
         operations, assets and properties thereof are in compliance with all
         Environmental Laws except for such noncompliance as would not
         reasonably be expected to result in a Material Adverse Effect on the
         Company; (ii) there are no judicial or administrative actions, suits,
         proceedings or investigations pending or, to the Knowledge of the
         Company, threatened against the Company or any Subsidiary of the
         Company alleging the violation of any Environmental Law and neither the
         Company nor any Subsidiary of the Company has received notice from any
         governmental body or Person alleging any violation or liability of the
         Company or any of its Subsidiaries under any Environmental Laws, in
         either case which could reasonably be expected to result in a Material
         Adverse Effect on the Company; (iii) to the Knowledge of the Company,
         there are no facts, circumstances or conditions relating to, arising
         from, associated with or attributable to the Company or its
         Subsidiaries or any real property currently or previously owned,
         operated or leased by the Company or its Subsidiaries that could result
         in Environmental Costs and Liabilities that would reasonably be
         expected to result in a Material Adverse Effect on the Company; and
         (iv) to the Knowledge of the Company, neither the Company nor any of
         its Subsidiaries has ever generated, transported, treated, stored,
         handled or disposed of any Hazardous Material at any site, location or
         facility in a manner that could create any Environmental Costs and
         Liabilities that would reasonably be expected to result in a Material
         Adverse Effect on the Company, and, to the Knowledge of the Company, no
         such Hazardous Material has been or is currently present on, in, at or
         under any real property owned or used by the Company or any of its
         Subsidiaries in a manner (including without limitation, containment by
         means of any underground or aboveground storage tank) that could create
         any Environmental Costs and Liabilities that would reasonably be
         expected to result in a Material Adverse Effect on the Company. For the
         purpose of this SECTION 5.2(S), the following terms have the following
         definitions: (X) "ENVIRONMENTAL COSTS AND LIABILITIES" means any
         losses, liabilities, obligations, damages, fines, penalties, judgments,
         actions, claims, costs and expenses (including, without limitation,
         fees, disbursements and expenses of legal counsel, experts, engineers
         and consultants and the costs of investigation and feasibility studies,
         remedial or removal actions and cleanup activities) arising from or
         under any Environmental Law; (Y) "ENVIRONMENTAL LAWS" means any
         applicable federal, state, local or foreign law (including common law),
         statute, code, ordinance, rule, regulation or other requirement
         relating to the environment, natural resources, or public or employee
         health and safety; and (Z) "HAZARDOUS MATERIAL" means any substance,
         material or waste regulated by federal, state or local government,
         including, without limitation, any substance, material or waste which
         is defined as a "hazardous

                                       36
<PAGE>

         waste," "hazardous material," "hazardous substance," "toxic waste" or
         "toxic substance" under any provision of Environmental Law and
         including but not limited to petroleum and petroleum products.

                  (t) TITLE TO PROPERTIES; LIENS; CONDITION OF PROPERTIES. The
         Company and its Subsidiaries have good and marketable title to, or a
         valid leasehold interest in, the real and personal property, shown on
         the most recent Company Financial Statement or acquired after the date
         thereof. None of the property owned or used by the Company or any of
         its Subsidiaries is subject to any mortgage, pledge, deed of trust,
         lien (other than for taxes not yet due and payable), conditional sale
         agreement, security title, encumbrance, or other adverse claim or
         interest of any kind. Since June 30, 2001, there has not been any sale,
         lease, or any other disposition or distribution by the Company or any
         of its Subsidiaries of any of its assets or properties material to the
         Company and its Subsidiaries, taken as a whole, except transactions in
         the ordinary course of business, consistent with past practices.

                  (u) INSURANCE. All material insurance policies (including
         "self-insurance" programs) now maintained by the Company (the "COMPANY
         INSURANCE POLICIES") are in full force and effect, the Company is not
         in default under any of the Company Insurance Policies, and no claim
         for coverage under any of the Company Insurance Policies has been
         denied. The Company has not received any notice of cancellation or
         intent to cancel or increase or intent to increase premiums with
         respect to such insurance policies nor, to the Knowledge of the
         Company, is there any basis for any such action.

                  (v)      LABOR AND EMPLOYEE RELATIONS.

                           (i) Except as set forth in SECTION 5.2(V) of the
                  Company Disclosure Schedule, (A) none of the employees of the
                  Company or any of its Subsidiaries is represented in his or
                  her capacity as an employee of such company by any labor
                  organization; (B) neither the Company nor any of its
                  Subsidiaries has recognized any labor organization nor has any
                  labor organization been elected as the collective bargaining
                  agent of any of their employees, nor has the Company or any of
                  its Subsidiaries signed any collective bargaining agreement or
                  union contract recognizing any labor organization as the
                  bargaining agent of any of their employees; and (C) to the
                  Knowledge of the Company, there is no active or current union
                  organization activity involving the employees of the Company
                  or any of its Subsidiaries, nor has there ever been union
                  representation involving employees of the Company or any of
                  its Subsidiaries.

                           (ii) The Company has made available to Parent a
                  description of all written employment policies under which the
                  Company and each of its Subsidiaries is operating.

                                       37
<PAGE>

                           (iii) The Company and each of its Subsidiaries is in
                  compliance with all federal, foreign (as applicable), and
                  state laws regarding employment practices, including laws
                  relating to workers' safety, sexual harassment or
                  discrimination, except where the failure to so be in
                  compliance, individually or in the aggregate, would not have a
                  Material Adverse Effect on the Company.

                  (w) PERMITS. The Company and each of its Subsidiaries hold all
         licenses, permits, registrations, orders, authorizations, approvals and
         franchises that are required to permit it to conduct its businesses as
         presently conducted, except where the failure to hold such licenses,
         permits, registrations, orders, authorizations, approvals or franchises
         would not reasonably be expected to, individually or in the aggregate,
         have a Material Adverse Effect on the Company. All such licenses,
         permits, registrations, orders, authorizations, approvals and
         franchises are now, and will be after the Closing, valid and in full
         force and effect, and Surviving Corporation shall have full benefit of
         the same, except where the failure to be valid and in full force and
         effect or to have the benefit of any such license, permit,
         registration, order, authorization, approval or franchise would not
         reasonably be expected to, individually or in the aggregate, have a
         Material Adverse Effect on the Company or Surviving Corporation.
         Neither the Company nor any of its Subsidiaries has received any
         notification of any asserted present failure (or past and unremedied
         failure) by it to have obtained any such license, permit, registration,
         order, authorization, approval or franchise, except where such failure
         would not reasonably be expected to, individually or in the aggregate,
         have a Material Adverse Effect on the Company or Surviving Corporation.

                  (x) TRANSACTIONS WITH AFFILIATES. Except as set forth in the
         Company SEC Reports filed prior to the date of this Agreement, since
         the date of Company's last proxy statement to its stockholders, no
         event has occurred that would be required to be reported by Company
         pursuant to Item 404 of Regulation S-K promulgated by the SEC.

                  (y) AMENDMENT TO COMPANY RIGHTS PLAN. The Company has amended,
         and the board of directors of the Company has authorized such
         amendment, the Rights Agreement, dated as of January 26, 1998 among the
         Company, and BankBoston N.A., as amended (the "COMPANY RIGHTS
         AGREEMENT"), so that (i) neither the Parent nor any of it affiliates,
         will become an "Acquiring Person" (as defined in the Company Rights
         Agreement) as a result of the consummation of the transactions
         contemplated by this Agreement, (ii) no "Stock Acquisition Date" or
         "Distribution Date" (as such terms are defined in the Company Rights
         Agreement) will occur as a result of the consummation of the
         transactions contemplated by this Agreement, and (iii) all "Rights" (as
         defined in the Company Rights Agreement and referred to herein as
         "COMPANY RIGHTS") issued and outstanding under the Company Rights
         Agreement will expire immediately prior to the Effective Time.

                                       38
<PAGE>

                  (z) TAKEOVER STATUTES. No "fair price", "moratorium", "control
         share acquisition" or other similar antitakeover statute or regulation
         enacted under state or federal laws in the United States (with the
         exception of Section 203 of the DGCL) applicable to the Company is
         applicable to the Merger or the other transactions contemplated hereby.
         Assuming the accuracy of the representation and warranty set forth in
         SECTION 5.1(S), the action of the board of directors of the Company in
         approving this Agreement (and the transactions provided for herein) is
         sufficient to render inapplicable to this Agreement (and the
         transactions provided for herein) the restrictions on "business
         combinations" (as defined in Section 203 of the DGCL) as set forth in
         Section 203 of the DGCL.

                  (aa) PARENT COMMON STOCK. Neither the Company nor any of its
         Subsidiaries is, nor at any time during the last three years has any of
         such been, an "interested stockholder" of Parent as defined in Section
         203 of the DGCL.

                                   ARTICLE VI

                       ADDITIONAL COVENANTS AND AGREEMENTS

         6.1 CONDUCT OF BUSINESS OF THE COMPANY. During the period from the date
of this Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms and the Effective Time, the Company (which for
the purposes of this SECTION 6.1 shall include the Company and each of its
Subsidiaries) agrees, except to the extent that Parent shall otherwise consent
in writing (which consent shall not be unreasonably withheld or delayed), to
carry on its business and to cause each of its Subsidiaries to carry on its
business in the usual, regular and ordinary course, and to use and cause each of
its Subsidiaries to use all commercially reasonable efforts consistent with past
practices and policies to preserve intact its present business organizations,
keep available the services of its present officers and employees and preserve
its relationships with customers, suppliers, distributors, licensors, licensees,
and others having business dealings with the Company or any such Subsidiaries,
to the end that the goodwill and ongoing businesses of Company and each of its
Subsidiaries be unimpaired at the Effective Time. Except as expressly provided
for by this Agreement, the Credit Agreement, the Security Agreement, or the
Software Distribution Agreement, the Company shall not, and shall not permit any
of its Subsidiaries to, prior to the Effective Time or earlier termination of
this Agreement pursuant to its terms, without the prior written consent of
Parent (which consent shall not be unreasonably withheld or delayed):

                  (a) Except as provided in this Agreement or as described in
         the Company Disclosure Schedules, accelerate, amend or change the
         period of exercisability of options or restricted stock, or reprice
         options granted under the Company Option Plans or authorize cash
         payments in exchange for any options granted under any of such plans;

                  (b) Enter into any material partnership arrangements, joint
         development agreements or strategic alliances, except in the ordinary
         course of business consistent with past practice;

                                       39
<PAGE>

                  (c) Except as required by law or any existing benefit plans
         and agreements of the Company or any of its Subsidiaries, grant any
         severance or termination pay (i) to any executive officer or (ii) to
         any other employee except payments made (A) in connection with the
         termination of employees who are not executive officers in amounts
         consistent with the Company's policies and past practices or (B)
         pursuant to written agreements outstanding, or policies existing, on
         the date hereof and as previously disclosed in writing to Parent or (C)
         pursuant to written agreements consistent with the past agreements of
         the Company or any of its Subsidiaries under similar circumstances;

                  (d) Transfer, license or sell to any person or entity or
         otherwise extend, amend or modify any rights to the Company Proprietary
         Rights (including rights to resell or relicense the Company Proprietary
         Rights) or enter into grants to future patent rights, other than on
         standard forms of the Company or any of its Subsidiaries (or pursuant
         to written agreements negotiated at arm's length) providing for a
         non-exclusive license entered into in the ordinary course of business,
         including non-exclusive, enterprise-wide or site licenses.

                  (e) Commence any material litigation other than (i) for the
         routine collection of bills, (ii) for software piracy, or (iii) in such
         cases where the Company in good faith determines that failure to
         commence suit would result in the material impairment of a valuable
         aspect of the business of the Company or any of its Subsidiaries,
         provided that the Company consults with the Parent prior to the filing
         of such a suit and keeps Parent advised of the status and details of
         such litigation (provided that, notwithstanding the foregoing, the
         Company shall not be required to obtain Parent's consent to any claim,
         suit or proceeding against Parent, Merger Sub, any other Subsidiary of
         Parent, or any of their affiliates, nor shall the Company be required
         to consult with Parent with respect thereto);

                  (f) Declare or pay any dividends on or make any other
         distributions (whether in cash, stock or property) in respect of any of
         its capital stock, or split, combine or reclassify any of its capital
         stock or issue or authorize the issuance of any other securities in
         respect of, in lieu of or in substitution for shares of capital stock
         of the Company;

                  (g) Repurchase or otherwise acquire, directly or indirectly,
         any shares of its capital stock except as required by, and in
         accordance with, any agreements existing as of the date hereof and as
         set forth on SECTION 6.1(G) of the Company Disclosure Schedules;

                  (h) Except as required by the terms of any agreement between
         the Company and any holder of Company Series E Preferred Stock entered
         into on or prior to the date of this Agreement, issue, deliver, sell or
         authorize or propose the issuance, delivery, grant or sale of, any
         shares of its capital stock of any class or securities convertible
         into, or any subscriptions, rights, warrants or options to acquire, or
         enter into other agreements or commitments of any character obligating
         it to issue any such shares or other convertible securities, other than
         the

                                       40
<PAGE>

         issuance of shares of Company Stock (with Company Rights attached
         thereto) pursuant to the exercise of Company Rights or Company Series E
         Preferred Stock, stock options or warrants outstanding as of the date
         of this Agreement;

                  (i) Cause, permit or propose any amendments to the Company's
         certificate of incorporation or by-laws, except as required by the
         terms of any agreement between the Company and any holder of Company
         Series E Preferred Stock entered into on or prior to the date of this
         Agreement;

                  (j) Sell, lease, license, encumber or otherwise dispose of any
         of the properties or assets of the Company or any of its Subsidiaries
         or terminate or waive any contracts, claims, or rights, in each case,
         except in the ordinary course of business consistent with past practice
         or in connection with existing agreements entered into between the
         Company and Silicon Valley Bank;

                  (k) Incur any material indebtedness for borrowed money (other
         than ordinary course trade payables or pursuant to existing credit
         facilities in the ordinary course of business) or guarantee any such
         prohibited indebtedness or issue or sell any debt securities or
         warrants or rights to acquire debt securities of the Company or any of
         its Subsidiaries or guarantee any debt securities of others, except in
         each case pursuant to existing agreements entered into between the
         Company and Silicon Valley Bank up to the aggregate amount that is
         borrowed thereunder as of the date hereof;

                  (l) Except as required by law or permitted by SECTION 6.1(C),
         adopt or amend any Company Scheduled Plan or increase the salaries or
         wage rates of any of its employees (except for wage increases in the
         ordinary course of business and consistent with past practices),
         including but not limited to (but without limiting the generality of
         the foregoing), the adoption or amendment of any stock purchase or
         option plan, the entering into of any employment contract or the
         payment of any special bonus or special remuneration to any director or
         employee;

                  (m) Revalue any of the assets of the Company or any of its
         Subsidiaries, including without limitation writing down the value of
         inventory, writing off notes or accounts receivable, other than in the
         ordinary course of business consistent with past practice or as
         required by GAAP or applicable law;

                  (n) Except as set forth in the Company Disclosure Schedule or
         as otherwise permitted by this SECTION 6.1, pay, discharge or satisfy
         in an amount in excess of $100,000 (in any one case) or $500,000 (in
         the aggregate prior to October 1, 2001) or $200,000 (in the aggregate
         in any given calendar month beginning October 1, 2001), any claim,
         liability or obligation (absolute, accrued, asserted or unasserted,
         contingent or otherwise), including, without limitation, under any
         employment contract or with respect to any bonus or special
         remuneration, other than the payment, discharge or satisfaction in the
         ordinary course of business of liabilities of the type reflected or
         reserved against in the Company Financial Statements (or in the notes
         thereto);
                                       41

<PAGE>

                  (o) Except as required by applicable Tax law, make or change
         any material election in respect of Taxes, adopt or change in any
         material respect any accounting method in respect of Taxes, file any
         material Return or any amendment to a material Return, enter into any
         closing agreement, settle any claim or assessment in respect of Taxes
         (except settlements effected solely through payment of immaterial sums
         of money), or consent to any extension or waiver of the limitation
         period applicable to any claim or assessment in respect of Taxes; or

                  (p) Except for any change which is required by reason of a
         concurrent change in GAAP, the Company will not, and will not permit
         any of its Subsidiaries to, change any method of accounting or
         accounting practice used by it;

                  (q) Except as otherwise permitted pursuant to SECTION 6.3,
         take any action to exempt or make any person, entity or action (other
         than Parent) not subject to the provision of Section 203 of the
         Delaware Law or any other potentially applicable anti-takeover or
         similar statute or regulation;

                  (r) Release or permit the release of any Person from, or waive
         or permit the waiver of any provision of, any confidentiality,
         "standstill" or similar agreement to which any of the Company or any of
         its Subsidiaries is a party or under which the Company or any of its
         Subsidiaries has any rights, and will use its best efforts to enforce
         or cause to be enforced each such agreement at the request of Parent.
         The Company will also promptly request each Person that has executed,
         within 12 months prior to the date of this Agreement, a confidentiality
         agreement in connection with such Person's consideration of a possible
         Acquisition Transaction or equity or debt investment in the Company to
         return all confidential information heretofore furnished to such Person
         by or on behalf of the Company or any of its Subsidiaries.

                  (s) Take, or agree in writing or otherwise to take, any of the
         actions described in SECTION 6.1(A) THROUGH (R) above, or any action
         which would cause or would be reasonably likely to cause any of the
         conditions to the Merger set forth in SECTIONS 7.1 OR 7.3, not to be
         satisfied.

         6.2 CONDUCT BY PARENT. During the period from the date of this
Agreement and continuing until the earlier of the termination of this Agreement
pursuant to its terms and the Effective Time, Parent shall not, prior to the
Effective Time or earlier termination of this Agreement pursuant to its terms,
without the prior written consent of the Company (which consent shall not be
unreasonably withheld or delayed):

                  (a) adopt a plan of complete or partial liquidation,
         dissolution, merger or consolidation (other than any merger or
         consolidation in which Parent would not become a Subsidiary of any
         other person);

                                       42
<PAGE>

                  (b) adopt any amendments to its certificate of incorporation
         which would materially adversely affect the terms and provisions of the
         Parent Common Stock or the rights of the holders of such shares;

                  (c) declare or pay any dividends on or make any other
         distributions (whether in cash, stock or property) in respect of any of
         its capital stock, or split, combine or reclassify any of its capital
         stock or issue or authorize the issuance of any other securities in
         respect of, in lieu of or in substitution for shares of capital stock
         of Parent, or, except in accordance with agreements existing as of the
         date hereof, repurchase or otherwise acquire, directly or indirectly,
         any shares of its capital stock in excess of 10% of the number of
         shares of capital stock of Parent then outstanding; or

                  (d) take, or agree in writing or otherwise to take, any of the
         actions described in this SECTION 6.2, or any action which would cause
         or would be reasonably likely to cause, any of the conditions to the
         Merger set forth in SECTIONS 7.1 OR 7.2 not to be satisfied.

         6.3      NO SOLICITATION.

                  (a) From and after the date of this Agreement until the
         Effective Time or the earlier termination of this Agreement in
         accordance with its terms, the Company will not, and will not permit
         any of its Subsidiaries or its or their respective directors, officers,
         investment bankers, affiliates, representatives and agents to, (i)
         solicit, initiate, or knowingly encourage (including by way of
         furnishing non-public information), or take any other action to
         facilitate, any inquiries or proposals that constitute, or could
         reasonably be expected to lead to, any Company Acquisition Proposal, or
         (ii) engage in, or enter into, any negotiations or discussions
         concerning any Company Acquisition Proposal. Notwithstanding the
         foregoing, in the event that, notwithstanding compliance with the
         preceding sentence, prior to receipt of the Company stockholder
         approval, (x) the Company receives a Company Acquisition Proposal that
         the board of directors of the Company determines in good faith (after
         consultation with its outside legal and financial advisors) is or may
         reasonably be expected to lead to a Company Superior Proposal that was
         not solicited by the Company or otherwise obtained in violation of this
         SECTION 6.3, and (y) after the Company gives the Parent written notice
         of its intention to do so, the Company may participate in discussions
         regarding such Company Acquisition Proposal and provide confidential
         information concerning the Company in order to be informed and make a
         determination with respect thereto. In such event, the Company shall
         (i) promptly inform Parent of the material terms and conditions of such
         Company Acquisition Proposal, including the identity of the Person
         making such Company Acquisition Proposal, (ii) promptly keep Parent
         informed of the status including any material change to the terms of
         any such Company Acquisition Proposal, and (iii) promptly deliver to
         Parent copies of all confidential information regarding the Company
         delivered by the Company to any third party in connection with such
         Company Acquisition Proposal. As used herein, the term "COMPANY
         ACQUISITION
                                       43

<PAGE>

         PROPOSAL" shall mean any bona fide inquiry, proposal or offer relating
         to any (i) merger, consolidation, business combination, or similar
         transaction involving the Company or any Subsidiary of the Company,
         (ii) sale, lease or other disposition, directly or indirectly, by
         merger, consolidation, share exchange or otherwise, of any assets of
         the Company or any Subsidiary of the Company in one or more
         transactions, (iii) issuance, sale, or other disposition of (including
         by way of merger, consolidation, share exchange or any similar
         transaction) securities (or options, rights or warrants to purchase
         such securities, or securities convertible into such securities) of the
         Company or any Subsidiary of the Company, (iv) liquidation,
         dissolution, recapitalization or other similar type of transaction with
         respect to the Company or any Subsidiary of the Company, (v) tender
         offer or exchange offer for Company securities; in the case of (i),
         (ii), (iii), (iv) or (v) above, which transaction would result in a
         third party acquiring beneficial ownership of more than fifty percent
         (50%) of the voting power of the Company or the assets representing
         more than fifty percent (50%) of the net income, net revenue or assets
         of the Company on a consolidated basis, (vi) transaction which is
         similar in form, substance or purpose to any of the foregoing
         transactions, or (vii) public announcement of an agreement, proposal,
         plan or intention to do any of the foregoing, PROVIDED, HOWEVER, that
         the term "Company Acquisition Proposal" shall not include the Merger
         and the transactions contemplated thereby. For purposes of this
         Agreement, "COMPANY SUPERIOR PROPOSAL" means any offer not solicited
         after the date of this Agreement by the Company, or by other Persons in
         violation of the first sentence of this SECTION 6.3(A), and made by a
         third party to consummate a tender offer, exchange offer, merger,
         consolidation or similar transaction which would result in such third
         party beneficially owning, directly or indirectly, more than fifty
         percent (50%) of the shares of Company Stock then outstanding (or of
         the surviving entity in a merger) or all or substantially all of the
         assets of Company and its Subsidiaries, taken together, and which the
         board of directors of the Company determines in good faith has a
         reasonable likelihood of closing and otherwise on terms which the board
         of directors of the Company determines in good faith (after
         consultation with a financial advisor of nationally recognized
         reputation and considering such other matters that it deems relevant)
         would, if consummated, result in a transaction more favorable to the
         Company's stockholders than the Merger, taking into account, in the
         reasonable good faith judgment of the board of directors of the Company
         after consultation with its financial advisor, the availability to the
         person or entity making such Company Superior Proposal of the financial
         means to conclude such transaction. The Company will immediately cease
         any and all existing activities, discussions or negotiations with any
         parties conducted heretofore with respect to any of the foregoing.

                  (b) Neither the board of directors of the Company nor any
         committee thereof shall, except as required by its fiduciary duties as
         determined in good faith thereby (after consultation with its outside
         counsel), (i) withdraw or modify, or propose to withdraw or modify, in
         a manner adverse to Parent or Merger Sub, the approval or
         recommendation by the board of directors of the Company or such
         committee of this Agreement or the Merger, (ii) approve, recommend, or

                                       44
<PAGE>

         otherwise support or endorse any Company Acquisition Proposal, or (iii)
         cause the Company to enter into any letter of intent, agreement in
         principle, acquisition agreement or similar agreement with respect to
         any Company Acquisition Proposal. Nothing contained in this Agreement
         shall prohibit the Company from taking and disclosing to its
         stockholders a position contemplated by Rule 14d-9 or 14e-2 promulgated
         under the Exchange Act or from making any disclosure to the Company's
         stockholders if, in the good faith judgment of the board of directors
         of the Company (after consultation with its outside counsel), such
         disclosure is necessary for the board of directors to comply with its
         fiduciary duties under applicable law; PROVIDED, HOWEVER, that, except
         as required by their fiduciary duties as determined in good faith and
         after consultation with its outside counsel and investment advisor,
         neither the Company nor its board of directors nor any committee
         thereof shall withdraw or modify, or propose publicly to withdraw or
         modify, its position with respect to this Agreement or the Merger or
         approve or recommend or propose publicly to approve or recommend, a
         Company Acquisition Proposal.

                  (c) In addition to the obligations of the Company set forth in
         paragraphs (a) and (b) of this SECTION 6.3, the Company will promptly
         (and in any event within twenty-four (24) hours) advise Parent, orally
         and in writing, if any Company Acquisition Proposal is made or, to its
         Knowledge, proposed to be made or any information or access to
         properties, books or records of the Company is requested in connection
         with a Company Acquisition Proposal, the principal terms and conditions
         of any such Company Acquisition Proposal or Known potential Company
         Acquisition Proposal or inquiry and the identity of the party making
         such Company Acquisition Proposal, Known potential Company Acquisition
         Proposal or inquiry. The Company will keep Parent advised of the status
         and details (including amendments and proposed amendments) of any such
         request or Company Acquisition Proposal.

6.4      MEETING OF STOCKHOLDERS.

                  (a) Except as set forth in SECTION 6.3(B), promptly after the
         date hereof, the Company shall take all action necessary in accordance
         with the DGCL and its certificate of incorporation and by-laws to
         convene a meeting of stockholders ("COMPANY STOCKHOLDERS MEETING") to
         be held as promptly as practicable after the S-4 Registration Statement
         is declared effective by the SEC for the purposes of voting upon the
         adoption of this Agreement and the Merger.

                  (b) If, after the date the S-4 Registration Statement is
         declared effective by the SEC, in the reasonable judgment of the
         Company, the issuance of Parent Shares pursuant to this Agreement could
         require the approval of the stockholders of Parent pursuant to the
         rules of the NNM, Parent shall take all action necessary in accordance
         with the DGCL and its certificate of incorporation and by-laws to
         convene a meeting of stockholders (the "PARENT STOCKHOLDERS MEETING")
         to be held as promptly as practicable after the S-4 Registration
         Statement is declared effective by the SEC for the purposes of voting
         upon this

                                       45
<PAGE>

         Agreement and the Merger. In the event that prior to the date of the
         Parent Stockholders Meeting, the rules of the NNM permit Parent to
         consummate the Merger without the approval of Parent's stockholders,
         Parent shall be entitled to cancel the Parent Stockholders Meeting
         and/or the vote on the adoption of this Agreement and the Merger.

         6.5 REGISTRATION STATEMENT. Parent will, as promptly as practicable,
prepare and file with the SEC a registration statement on Form S-4 (the "S-4
REGISTRATION STATEMENT"), containing a proxy statement/prospectus and a form of
proxy, in connection with the registration under the Securities Act of the
Parent Shares issuable in respect of the shares of Company Common Stock in
connection with the Merger and the other transactions contemplated hereby. The
Company and Parent will, as promptly as practicable, prepare and file with the
SEC a proxy statement that will be the same proxy statement/prospectus contained
in the S-4 Registration Statement and a form of proxy, in connection with the
vote of the Company's (and Parent's, if necessary) stockholders with respect to
the adoption of this Agreement and the Merger (such proxy statement/prospectus,
together with any amendments thereof or supplements thereto, in each case in the
form or forms mailed to the Company's (and Parent's, if necessary) stockholders
is herein called the "PROXY STATEMENT"). The Company and Parent will, and will
cause their accountants and lawyers to, use their reasonable efforts to have or
cause the S-4 Registration Statement declared effective as promptly as
practicable thereafter, including, without limitation, causing their accountants
to deliver necessary or required instruments such as opinions, consents and
certificates, and will take any other action required or necessary to be taken
under federal or state securities laws or otherwise in connection with the
registration process. The Company and Parent (if necessary) will each use its
reasonable efforts to cause the Proxy Statement to be mailed to its stockholders
at the earliest practicable date and the Company and Parent (if necessary) shall
each use its commercially reasonable efforts to hold the Company Stockholders
Meeting and the Parent Stockholders Meeting, as the case may be, in accordance
with SECTION 6.4 as soon as practicable after the S-4 Registration Statement is
declared effective by the SEC. Parent shall also take any action required to be
taken under state blue sky or other securities laws in connection with the
issuance of Parent Shares in the Merger.

         6.6      REASONABLE EFFORTS.

                  (a) Subject to the terms and conditions of this Agreement, the
         Parties shall: (i) promptly make their respective filings and
         thereafter make any other required submissions under all applicable
         laws with respect to the Merger and the other transactions contemplated
         hereby; and (ii) use their reasonable best efforts to take promptly, or
         cause to be taken, all other actions and do, or cause to be done, all
         other things necessary, proper or appropriate to consummate and make
         effective the transactions contemplated by this Agreement as soon as
         practicable.

                  (b) Parent and the Company shall keep each other reasonably
         apprised of the status of matters relating to the completion of the
         transactions contemplated hereby and work cooperatively in connection
         with obtaining all required approvals or consents of any governmental
         authority (whether domestic, foreign of supranational). In that regard,
         each party shall without limitation: (i) promptly notify the other of,
         and if in writing, furnish the other with the copies of (or, in the

                                       46

<PAGE>

         case of material oral communications, advise the other orally of) any
         communications from or with any governmental authority (whether
         domestic, foreign of supranational) with respect to the Merger or any
         of the other transactions contemplated by this Agreement, (ii) permit
         the other to review and discuss in advance, and consider in good faith
         the views of the other in connection with, any proposed written (or any
         material proposed oral) communication with any such governmental
         authority, (iii) not participate in any meeting with any such
         governmental authority unless it consults with the other in advance and
         to the extent permitted by such governmental authority gives the other
         the opportunity to attend and participate thereat, and (iv) furnish the
         other with copies of all correspondence, filing and communications (and
         memoranda setting forth the substance thereof) between it and any such
         governmental authority with respect to this Agreement and the Merger.

                  (c) Each of the Company and Parent shall promptly notify the
         other party of:

                           (i) any notice or other communication from any Person
                  alleging that the consent of such Person is or may be required
                  in connection with the transactions contemplated by this
                  Agreement if the failure of the Company or Parent, as the case
                  may be, to obtain such consent would be material to the
                  Company or Parent as applicable; and

                           (ii) any notice or other communication from any
                  governmental or regulatory agency or authority in connection
                  with the transactions contemplated by this Agreement.

                  (d) The Company and Parent shall promptly notify the other
         party of any actions, suits, claims, investigations or proceedings
         commenced or, to its Knowledge, threatened against, relating to or
         involving or otherwise affecting such party or any of its Subsidiaries
         which relate to the consummation of the transactions contemplated by
         this Agreement.

         6.7 ACCESS TO INFORMATION. Upon reasonable notice, Parent, on the one
hand, and the Company, on the other, shall (and shall cause each of their
Subsidiaries to) afford to officers, employees, counsel, accountants and other
authorized representatives of the other such party (the "AUTHORIZED
REPRESENTATIVES") reasonable access, during normal business hours throughout the
period prior to the Effective Time, to their properties, assets, books and
records and, during such period, shall (and shall cause each of their
Subsidiaries to) furnish promptly to such Authorized Representatives all
information concerning their business, properties, assets and personnel as may
reasonably be requested for purposes of appropriate and necessary due diligence,
provided that no investigation pursuant to this SECTION 6.7 shall affect or be
deemed to modify any of the representations or warranties made by the Parties.
The Parties each agree to treat (and cause their Authorized Representatives to
treat) any and all information provided pursuant to this SECTION 6.7 in strict
compliance with the terms of that certain Confidentiality Agreement, entered by
and between the Company and Parent, dated July 23, 2001, and amended on August
3, 2001 (the "CONFIDENTIALITY Agreement").

                                       47

<PAGE>

         6.8 PUBLICITY. The Parties agree that they will consult with each other
concerning any proposed press release or public announcement pertaining to the
Merger in order to agree upon the text of any such press release or the making
of such public announcement, which agreement shall not be unreasonably withheld
or delayed, except as may be required by applicable law or by obligations
pursuant to any listing agreement with a national securities exchange or
national automated quotation system, in which case the party proposing to issue
such press release or make such public announcement shall use reasonable efforts
to consult in good faith with the other party before issuing any such press
release or making any such public announcement. The Parties will prepare a joint
release for the announcement of the execution of this Agreement.

         6.9 AFFILIATES OF THE COMPANY AND PARENT. The Company has identified
the Persons listed on SECTION 6.9 of the Company Disclosure Schedule as
"affiliates" of the Company for purposes of Rule 145 promulgated under the
Securities Act (each, a "COMPANY AFFILIATE") and the Company will use its
reasonable efforts to obtain as promptly as practicable from each Company
Affiliate written agreements in the form attached hereto as EXHIBIT F (the
"COMPANY AFFILIATE LETTER") that such Company Affiliate will not sell, pledge,
transfer or otherwise dispose of any Parent Shares issued to such Company
Affiliate pursuant to the Merger, except in compliance with Rule 145 promulgated
under the Securities Act or an exemption from the registration requirements of
the Securities Act.

         6.10 MAINTENANCE OF INSURANCE. Between the date hereof and through the
Effective Time, the Company will use its reasonable best efforts to maintain in
full force and effect all of its and its Subsidiaries presently existing
policies of insurance or insurance reasonably comparable to the coverage
afforded by such policies, and will not take any action to terminate or cancel
any such policies.

         6.11 REPRESENTATIONS AND WARRANTIES. Each of the Company and Parent
shall give prompt notice to the other, if it acquires Knowledge of any
circumstances that would cause any of its representations and warranties set
forth in SECTION 5.1 OR 5.2, as the case may be, that are qualified as to
materiality or Material Adverse Effect not to be true and correct, and those
that are not so qualified not to be true and correct in all material respects,
in each case at and as of the Effective Time.

         6.12 FILINGS; OTHER ACTION. Subject to the terms and conditions herein
provided, the Parties shall: (a) promptly make their respective filings and
thereafter make any other required submissions under the HSR Act, the Securities
Act and the Exchange Act, and comparable foreign laws, rules and regulations,
with respect to the Merger; (b) cooperate in the preparation of such filings or
submissions under the HSR Act, the Securities Act and the Exchange Act and other
comparable foreign laws, rules and regulations; and (c) use reasonable efforts
promptly to take, or cause to be taken, all other actions and do, or cause to be
done, all other things necessary, proper or appropriate under applicable laws
and regulations to consummate and make effective the transactions contemplated
by this Agreement as soon as practicable. Notwithstanding anything to the
contrary contained herein, nothing in this Agreement will require Parent,
whether pursuant to an order of the Federal Trade Commission or the United
States Department of Justice or otherwise, to dispose of any material assets,
lines of business or equity interests in order to obtain the consent of the
Federal Trade Commission or the United States Department of Justice to the
transactions contemplated by this Agreement.

                                       48
<PAGE>

         6.13 TAX-FREE REORGANIZATION TREATMENT. The Parties shall use their
commercially reasonable efforts to cause the Merger to be treated as a
reorganization within the meaning of Section 368(a) of the Code and shall not
knowingly take or fail to take any action which action or failure to act would
jeopardize the qualification of the Merger as a reorganization within the
meaning of Section 368(a) of the Code. So long as the Merger qualifies as a
reorganization described in Section 368(a) of the Code, each of Parent, Merger
Sub, and the Company (i) shall not file any Return or take any position
inconsistent with the treatment of the Merger as a reorganization described in
Section 368(a) of the Code, and (ii) shall comply with the record keeping and
information-reporting requirements set forth in Treas. Reg. ss. 1.368-3.
Furthermore, prior to the Effective Time, the Parties shall use their
commercially reasonable efforts to obtain the tax opinions specified in SECTION
7.1(F) of the Agreement.

         6.14 NASDAQ LISTING. Parent agrees to authorize for listing on the NNM
the shares of Parent Common Stock issuable in connection with the Merger, upon
official notice of issuance.

         6.15     INDEMNIFICATION.

                  (a) From and after the Effective Time, the Surviving
         Corporation will fulfill and honor in all respects the obligations of
         the Company to indemnify and hold harmless the Company's and its
         Subsidiaries' present and former directors, officers, employees, and
         agents and their heirs, executors and assigns (collectively, the
         "COVERED PARTIES") against all claims, losses, liabilities, damages,
         judgments, fines and reasonable fees, costs and expenses, including
         attorneys' fees and disbursements, incurred in connection with any
         claim, action, suit, proceeding or investigation, whether civil,
         criminal, administrative or investigative, arising out of or pertaining
         to (i) the fact that the Covered Party is or was an officer, director,
         employee or agent of the Company or any of its subsidiaries or (ii)
         matters existing or occurring at or prior to the Effective Time
         (including this Agreement and the transactions and actions contemplated
         hereby), whether asserted or claimed prior to, at or after the
         Effective Time, to the fullest extent permitted under applicable law.

                  (b) Prior to or concurrent with the Effective Time, Parent
         shall cause the Merger Sub or the Surviving Corporation to purchase a
         six (6) year extension of the discovery period under the Company's
         current directors' and officers' liability insurance policy; PROVIDED,
         HOWEVER, that in no event shall the Merger Sub or the Surviving
         Corporation, as the case may be, be required to expend in excess of
         $2,000,000 for such extension, in which case Parent or the Merger Sub
         shall purchase the maximum amount of coverage for six (6) years as is
         available for such amount.

                  (c) The certificate of incorporation and by-laws of the
         Surviving Corporation shall contain provisions no less favorable with
         respect to indemnification, advancement of expenses and exculpation of
         present and former directors, officers, employees and agents of the
         Company and its subsidiaries than are presently set forth in the
         certificate of incorporation and by-laws of the Company.

                                       49

<PAGE>

                  (d) In the event that the Merger Sub or the Surviving
         Corporation is unable to purchase the extension referred to in SECTION
         6.15(B) above or such extension should be canceled for any reason, and
         subject to the next sentence, the Surviving Corporation shall maintain,
         and Parent shall cause the Surviving Corporation to maintain, at no
         expense to the beneficiaries, in effect for six years from the
         Effective Time the current policies of the directors' and officers'
         liability insurance maintained by the Company with respect to matters
         existing or occurring at or prior to the Effective Time (including the
         transactions contemplated by this Agreement), so long as the aggregate
         premium therefor would not be in excess of $2,000,000 (the "MAXIMUM
         PREMIUM"). If the Company's existing insurance expires, is terminated
         or canceled during such six-year period or exceeds the Maximum Premium,
         the Surviving Corporation shall obtain, and Parent shall cause the
         Surviving Corporation to obtain, as much directors' and officers'
         liability insurance as can be obtained for the remainder of such period
         for an aggregate premium not in excess of the Maximum Premium, on terms
         and conditions no less advantageous to the Covered Parties than the
         Company's existing directors' and officers' liability insurance.

                  (e) Notwithstanding anything herein to the contrary, if any
         claim, action, suit, proceeding or investigation (whether arising
         before, at or after the Effective Time) is made against any Covered
         Party, on or prior to the sixth anniversary of the Effective Time, the
         provisions of this SECTION 6.15 shall continue in effect until the
         final disposition of such claim, action, suit, proceeding or
         investigation.

                  (f) The covenants contained in this Section are intended to be
         for the benefit of, and shall be enforceable by, each of the Covered
         Parties and their respective heirs and legal representatives and shall
         not be deemed exclusive of any other rights to which a Covered Party is
         entitled, whether pursuant to law, contract or otherwise.

                  (g) In the event that the Surviving Corporation or any of its
         successors or assigns (i) consolidates with or merges into any other
         person and shall not be the continuing or surviving corporation or
         entity of such consolidation or merger or (ii) transfers or conveys all
         or substantially all of its properties and assets to any person, then,
         and in each such case, proper provision shall be made so that the
         successors or assigns of the Surviving Corporation, as the case may be,
         shall succeed to the obligations set forth in this SECTION 6.15.

         6.16 SALE OF COMPANY SOFTWARE PRODUCTS. Concurrently with the execution
and delivery of this Agreement, Parent and the Company have entered into a
Nonexclusive Software Distribution Agreement in the form attached as EXHIBIT G
hereto (the "SOFTWARE DISTRIBUTION AGREEMENT") pursuant to which the Company
will grant Parent a license to market, sell, distribute, license and sublicense
certain software products sold by the Company on the terms specified in the
Software Distribution Agreement.

                                       50

<PAGE>

         6.17 REGISTRATION ON FORM S-8. Parent agrees to cause the shares of
Parent Common Stock issuable upon exercise of the Substitute Options and all
other options assumed by Parent or issued by Parent in replacement of the
Company Options to be covered by a Form S-8 Registration Statement filed with
the SEC within 30 days of the Effective Time. Parent further agrees to cause the
shares of Parent Common Stock issuable upon exercise of the Substitute Options
to be registered or exempt from the registration requirements of all applicable
state securities laws, rules and regulations.

         6.18 SECTION 16(b). Parent and the Company shall take all such steps
reasonably necessary to cause the transactions contemplated hereby and any other
dispositions of equity securities of the Company (including derivative
securities) or acquisitions of Parent equity securities (including derivative
securities) in connections with this Agreement by each individual who (a) is a
director or officer of the Company or (b) at the Effective Time, will become a
director or officer of Parent, to be exempt under Rule 16b-3 promulgated under
the Exchange Act.

         6.19 TAKEOVER STATUTES. If any "fair price", "moratorium", "control
share acquisition" or other form of anti-takeover statute or regulation shall
become applicable to the transactions contemplated hereby, each of the Parties
and its board of directors shall grant such approvals and take all such actions
as are reasonably necessary so that the transactions contemplated hereby may be
consummated as promptly as practicable on the terms contemplated hereby and
thereby and otherwise act to eliminate or minimize the effects of such statute
or regulation on the transactions contemplated hereby and thereby.

         6.20 FURTHER AMENDMENTS TO RIGHTS PLAN. Prior to the Effective Time or
the earlier termination of this Agreement in accordance with its terms, the
Board of Directors of the Company shall not take any action that would amend, or
have the effect of amending, the Company Rights Agreement so that (i) the Parent
would become an "Acquiring Person" (as such terms are defined in the Company
Rights Agreement) as a result of the consummation of the transactions
contemplated by this Agreement, (ii) a "Stock Acquisition Date" or "DISTRIBUTION
DATE" (as such terms are defined in the Company Rights Agreement) would occur as
a result of the consummation of the transactions contemplated by this Agreement,
and (iii) all "Company Rights" issued and outstanding under the Company Rights
Agreement would not expire immediately prior to the Effective Time.

         6.21 INFORMATION REGARDING PARENT ACTIVITIES. Prior to entering into
any agreement providing therefor, Parent will disclose to the Company the terms
of any merger, consolidation, amalgamation, share exchange, business
combination, issuance of securities, acquisition of securities, tender offer,
exchange offer or other similar transaction involving the Parent or any of its
Material Subsidiaries (other than those solely between or among the Parent
and/or any of its wholly-owned Subsidiaries) that would require an amendment to
the S-4 Registration Statement.


                                       51
<PAGE>

                                   ARTICLE VII

                                   CONDITIONS

         7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations
of each Party to consummate the Merger are subject to the satisfaction or waiver
by each of the Parties of the following conditions:

                  (a) this Agreement and the Merger shall have been adopted by
         the requisite vote under applicable law of the stockholders of the
         Company and this Agreement and the issuance of Parent Shares in
         connection with this Merger shall have been approved by the requisite
         vote under the rules and regulations of the NNM by the stockholders of
         Parent (if necessary);

                  (b) the SEC shall have declared the S-4 Registration Statement
         effective; no stop order suspending the effectiveness of the S-4
         Registration Statement or any part thereof shall have been issued and
         no proceeding for that purpose, and no similar proceeding in respect of
         the Proxy Statement, shall have been initiated or threatened in writing
         by the SEC; and all requests for additional information on the part of
         the SEC shall have been complied with to the reasonable satisfaction of
         the Parties;

                  (c) no judgment, order, decree, statute, law, ordinance, rule
         or regulation, entered, enacted, promulgated, enforced or issued by any
         court or other Governmental Entity of competent jurisdiction or other
         legal restraint or prohibition preventing the consummation of the
         Merger or making the Merger illegal (collectively, "RESTRAINTS") shall
         be in effect; PROVIDED, HOWEVER, that each of the Parties shall have
         used reasonable efforts to prevent the entry of such Restraints and to
         appeal as promptly as possible any such Restraints that may be entered;

                  (d) the waiting period(s) under the HSR Act and all other
         applicable material foreign antitrust, competition and merger laws, if
         any, shall have expired or been terminated;

                  (e) the Parent Shares issuable to stockholders of the Company
         pursuant to this Agreement shall have been authorized for listing on
         the NNM upon official notice of issuance;

                  (f) The Company and Parent shall each have received a written
         opinion from its tax counsel, in form and substance reasonably
         satisfactory to it, to the effect that for federal income tax purposes
         the Merger will constitute a reorganization within the meaning of
         Section 368(a) of the Code and such opinions shall not have been
         withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not
         render such opinion, this condition shall nonetheless be deemed to be
         satisfied with respect to such Party if counsel for the other Party
         renders such opinion. The Parties to this Agreement agree to make such

                                       52
<PAGE>

         reasonable and customary representations as requested by such counsel
         for the purpose of rendering such opinions;

                  (g) (i) all required approvals or consents of any Governmental
         Entity or third party shall have been obtained (and all relevant
         statutory, regulatory or other governmental waiting periods, whether
         domestic, foreign or supranational, shall have expired), except, in the
         case of consents the absence of which could not result in civil or
         criminal sanctions being imposed on Parent or the Surviving Corporation
         or their respective affiliates, where the failures to obtain any such
         consents and approvals would not reasonably be expected to have a
         Material Adverse Effect on the Company and (ii) all such approvals and
         consents which have been obtained shall be on terms that would not
         reasonably be expected to have a Material Adverse Effect on the
         Company; and

                  (h) there shall not be any statute, rule, regulation,
         injunction, order or decree, enacted, enforced, promulgated, entered,
         issued or deemed applicable to the Merger and the other transactions
         contemplated hereby (or in the case of any statue, rule or regulation,
         awaiting signature or reasonably expected to become law), by any court,
         government or governmental authority or agency or legislative body,
         domestic, foreign or supranational, that could, or could reasonably be
         expected to, have a Material Adverse Effect on the Company or the
         Parent at or after the Effective Time.

         7.2 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The obligations of
the Company to consummate the Merger are subject to the fulfillment at or prior
to the Effective Time of the following additional conditions, any or all of
which may be waived in whole or in part by the Company to the extent permitted
by applicable law:

                  (a) the representations and warranties set forth in SECTION
         5.1 that are qualified as to materiality or Material Adverse Effect
         shall be true and correct, and those that are not so qualified shall be
         true and correct in all material respects, in each case as of the date
         of this Agreement, and as of the Effective Time with the same force and
         effect as if made on and as of the Effective Time (except to the extent
         expressly made as of an earlier date, in which case as of such date),
         in each case except as permitted or contemplated by this Agreement (it
         being understood that for purposes of determining the accuracy of such
         representations and warranties any update or modification to the Parent
         Disclosure Schedule made or purported to have been made without the
         Company's written consent thereto shall be disregarded), except, in all
         cases where the failure of such representations and warranties to be
         true and correct would not, individually or in the aggregate, have a
         Material Adverse Effect on Parent;

                  (b) Parent shall have performed or complied in all material
         respects with its agreements and covenants required to be performed or
         complied with under this Agreement as of or prior to the Effective
         Time; and

                                       53
<PAGE>

                  (c) Parent shall have delivered to the Company a certificate
         of its Chief Executive Officer or Chief Financial Officer to the effect
         that each of the conditions specified in SECTION 7.1 (as it relates to
         Parent) and clauses (a) and (b) of this SECTION 7.2 has been satisfied
         in all respects.

         7.3 CONDITIONS TO THE OBLIGATIONS OF PARENT. The obligation of Parent
to consummate the Merger is subject to the fulfillment at or prior to the
Effective Time of the following additional conditions, any or all of which may
be waived in whole or in part by Parent to the extent permitted by applicable
law:

                  (a) the representations and warranties of the Company set
         forth in SECTION 5.2 that are qualified as to materiality or Material
         Adverse Effect shall be true and correct and those that are not so
         qualified shall be true and correct in all material respects, in each
         case as of the date of this Agreement, and as of the Effective Time
         with the same force and effect as if made on and as of the Effective
         Time (except to the extent expressly made as of an earlier date, in
         which case as of such date), in each case except as permitted or
         contemplated by this Agreement (it being understood that for purposes
         of determining the accuracy of such representations or warranties any
         update or modifications to the Company Disclosure Schedule made or
         purported to have been made without Parent's written consent thereto
         shall be disregarded), except, in all cases, where the failure of such
         representations and warranties to be so true and correct would not,
         individually or in the aggregate, have a Material Adverse Effect on the
         Company;

                  (b) the Company shall have performed or complied with in all
         material respects its agreements and covenants required to be performed
         or complied with under this Agreement as of or prior to the Effective
         Time;

                  (c) the Company shall have delivered to Parent a certificate
         of its Chief Executive Officer and Chief Financial Officer to the
         effect that each of the conditions specified in SECTION 7.1 (as it
         relates to the Company) and clauses (a) and (b) of this SECTION 7.3 has
         been satisfied in all respects;

                  (d) the Company shall have received all written consents,
         assignments, waivers, authorizations or other certificates necessary to
         provide for the continuation in full force and effect of any and all
         material contracts and leases of the Company and for the Company to
         consummate the transactions contemplated hereby; and

                  (e) Either (i) all of the shares of Company Series E Preferred
         Stock shall have been converted into shares of Company Common Stock on
         or prior to the Effective Time or (ii) all of the conditions to the
         obligations of the holder(s) of the Company Series E Preferred Stock to
         waive their mandatory repurchase right set forth in the Waiver shall
         have been and remain satisfied and the holder(s) of the Company Series
         E Preferred Stock shall have complied with the terms of the Waiver.

                                       54

<PAGE>

                                  ARTICLE VIII

                                   TERMINATION

         8.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time, before or
after the adoption of this Agreement by the stockholders of the Company or
Merger Sub and the approval (if necessary) of the issuance of the Parent Shares
in connection with the Merger by the stockholders of Parent, by the mutual
written consent of the Company and Parent.

         8.2 TERMINATION BY EITHER THE COMPANY OR PARENT. This Agreement may be
terminated and the Merger may be abandoned at any time prior to the Effective
Time, in the case of SECTIONS 8.2(A) AND 8.2(B), before or after the adoption of
this Agreement by the stockholders of the Company or Merger Sub and the approval
(if necessary) of the issuance of the Parent Shares in connection with the
Merger by the stockholders of Parent, by action of the board of directors of
either the Company or Parent if:

                  (a) the Merger shall not have been consummated by November 30,
         2001 (as adjusted in the manner set forth below, the "TERMINATION
         DATE"); PROVIDED, HOWEVER, that if (1) (x) the Effective Time has not
         occurred by the Termination Date by reason of nonsatisfaction of any of
         the conditions set forth in SECTIONS 7.1(C) OR 7.1(D) and (y) all other
         conditions set forth in ARTICLE VII have heretofore seen satisfied or
         waived or are then capable of being satisfied, then the Termination
         Date shall automatically be extended to January 31, 2001; (2) (x) the
         S-4 Registration Statement has not been declared effective by the SEC
         on or prior to October 31, 2001, or was so declared effective but, as a
         result of any required supplement to the Proxy Statement or any
         required post-effective amendment to the S-4 Registration Statement,
         the Parent Stockholder Meeting or the Company Stockholder Meeting is
         required to be delayed, and (y) all other conditions set forth in
         ARTICLE VII have heretofore seen satisfied or waived or are then
         capable of being satisfied, then the Termination Date shall
         automatically be extended to the 35th business day (or, if the Parent
         shall have entered into an agreement relating to a Material
         Transaction, such later date as the Company may designate as provided
         herein) after the S-4 Registration Statement has been declared
         effective by the SEC but in no event later than January 31, 2002
         (provided that this agreement may be terminated by either party under
         such circumstances if the S-4 Registration Statement had not been
         declared effective on or prior to January 11, 2002, subject to the
         Company's extension option); or (3) (x) the S-4 Registration Statement
         has not been declared effective by the SEC on or prior to November 30,
         2001, or was so declared effective but, as a result of any required
         supplement to the Proxy Statement or any required post-effective
         amendment to the S-4 Registration Statement, the Parent Stockholder
         Meeting or the Company Stockholder Meeting is required to be delayed,
         and (y) the Parent shall have entered into an agreement relating to a
         Material Transaction, and (z) all other conditions set forth in ARTICLE
         VII have heretofore seen satisfied or waived or are then capable of
         being satisfied, then at the Company's sole option, the Termination
         Date shall be extended to the 35th business day (or, if the Parent

                                       55
<PAGE>

         shall have entered into an agreement relating to a Material
         Transaction, such later date as the Company may designate) after the
         S-4 Registration Statement has been declared effective by the SEC but
         in no event later than April 1, 2002 (provided that this agreement may
         be terminated by either party under such circumstances if the S-4
         Registration Statement had not been declared effective on or prior to
         March 11, 2002, subject to the Company's extension option); PROVIDED,
         FURTHER, that the right to terminate this Agreement under this SECTION
         8.2(a) shall not be available to any party whose failure to fulfill any
         obligation under this Agreement has been the principal cause of or
         resulted in the failure of the Merger to occur on or before such date
         and such action or failure to act constitutes a material breach of this
         Agreement; or

                  (b) any Restraint shall be in effect and shall have become
         final and nonappealable; or

                  (c) at the duly held Company Stockholders Meeting (including
         any adjournments thereof), the requisite approval of the Company's
         stockholders shall not have been obtained; PROVIDED, HOWEVER, that the
         Company's right to terminate this Agreement under this SECTION 8.2(C)
         shall not be available to the Company if the Company has not complied
         with its obligations under SECTIONS 6.3 AND 6.4(A) or the failure to
         obtain such approval shall have been caused by a breach of a Parent
         Stockholders Agreement; or

                  (d) the Parent Stockholders Meeting is required and at the
         duly held Parent Stockholders Meeting (including any adjournments
         thereof), the requisite approval of Parent's stockholders shall not
         have been obtained; PROVIDED, HOWEVER, that Parent's right to terminate
         this Agreement under this SECTION 8.2(D) shall not be available to
         Parent if Parent has not complied with its obligations under SECTION
         6.4(B) or the failure to obtain such approval shall have been caused by
         a breach of a Company Stockholders Agreement.

         8.3 TERMINATION BY THE COMPANY. This Agreement may be terminated by the
Company upon written notice to Parent and the Merger may be abandoned at any
time prior to the Effective Time in the case of SECTION 8.3(A), before or after
adoption of this Agreement by the stockholders of the Company or Merger Sub, by
action of the board of directors of the Company, if:

                  (a) Parent shall have breached or failed to perform any of the
         covenants or other agreements contained in this Agreement, or if any
         representation or warranty shall have become untrue, in either case
         such that (i) the conditions set forth in SECTION 7.2(A) OR (B) would
         not be satisfied as of the time of such breach or as of such time as
         such representation or warranty shall have become untrue and (ii) such
         breach or failure to be true has not been or is incapable of being
         cured within twenty (20) business days following receipt by Parent of
         notice of such failure to comply; or

                                       56
<PAGE>

                  (b) the Parent Stockholders Meeting is required and the board
         of directors of Parent, or any committee thereof, shall have withdrawn
         or modified in a manner adverse to the Company its approval or
         recommendation of the Merger or this Agreement, or Parent shall have
         failed to include in the Proxy Statement the recommendation of the
         board of directors of Parent in favor of approval of the Merger and
         this Agreement; or

                  (c) concurrently with, or promptly after, such termination the
         Company enters into an agreement providing for or authorizes or
         consummates a Company Superior Proposal, but only at a time that is
         prior to adoption of this Agreement by the stockholders of the Company
         and that is after the second business day following the Company's
         delivery of a written notice to Parent advising that the board of
         directors of the Company is prepared to accept a Company Superior
         Proposal, specifying the material terms and conditions of such Company
         Superior Proposal and identifying the person making such Company
         Superior Proposal.

         8.4 TERMINATION BY PARENT. This Agreement may be terminated by Parent
upon written notice to the Company and the Merger may be abandoned at any time
prior to the Effective Time, before or after the approval (if necessary) of the
issuance of the Parent Shares in connection with the Merger by the stockholders
of Parent, by any action of the Board of Directors of Parent, if:

                  (a) the Company shall have breached or failed to perform any
         of the covenants or other agreements contained in this Agreement, or if
         any representation or warranty shall have become untrue, in either case
         such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would
         not be satisfied as of the time of such breach or as of such time as
         such representation or warranty shall have become untrue and (ii) such
         breach or failure to be true has not been or is incapable of being
         cured within twenty (20) business days following receipt by the Company
         of notice of such failure to comply; or

                  (b) (i) the board of directors of the Company or any committee
         thereof, shall have withdrawn or modified in a manner adverse to Parent
         its approval or recommendation of the Merger or this Agreement, (ii)
         the Company shall have failed to include in the Proxy Statement the
         recommendation of the board of directors of the Company in favor of
         adoption of this Agreement, (iii) the board of directors of the Company
         or any committee thereof shall have recommended any Company Acquisition
         Proposal, (iv) the Company or any of its officers or directors shall
         have entered into discussions or negotiations in violation of SECTION
         6.3, (v) the board of directors of the Company or any committee thereof
         shall have resolved to do any of the foregoing or (vi) any Company
         Acquisition Proposal is consummated or an agreement with respect to any
         Company Acquisition Proposal is validly signed on behalf of the
         Company.
                                       57

<PAGE>

         8.5      EFFECT OF TERMINATION; TERMINATION FEE.

                  (a) Except as set forth in this SECTION 8.5, in the event of
         termination of this Agreement by either Parent or the Company as
         provided in this ARTICLE VIII, this Agreement shall forthwith become
         void and there shall be no liability or obligation on the part of the
         Parties or their respective affiliates, officers, directors or
         stockholders except (x) with respect to the treatment of confidential
         information pursuant to SECTION 6.7, the payment of expenses pursuant
         to SECTION 9.1, and ARTICLE IX generally, (y) to the extent that such
         termination results from the willful breach of a Party of any of its
         representations or warranties, or any of its covenants or agreements
         and (z) with respect to any intentional or knowing misrepresentations
         in connection with or pursuant to this Agreement or the transactions
         contemplated hereby.

                  (b) In the event that the Company or Parent terminates this
         Agreement pursuant to SECTION 8.2(c), the Company shall pay to Parent
         an amount equal to the lesser of (1) $500,000 and (2) all Transaction
         Expenses (as defined below) incurred by Parent prior to such
         termination promptly but in no event later than the fifth business day
         after receipt of an invoice from Parent for such Transaction Expenses,
         including reasonably detailed backup for such Transaction Expenses. In
         the event that (i) this Agreement is terminated pursuant to SECTION
         8.2(a) due to the Company Stockholders Meeting not occurring as a
         result of a Company Acquisition Proposal or a Financing Transaction
         (either, an "ALTERNATE TRANSACTION"), and within nine (9) months of
         such termination an Alternate Transaction is consummated or the Company
         enters into a definitive agreement to consummate an Alternate
         Transaction, (ii) (1) a Company Acquisition Proposal or the intention
         or desire to make a Company Acquisition Proposal shall have been made
         directly to the stockholders of the Company generally or otherwise
         publicly announced by the Company or the Person making a Company
         Acquisition Proposal, (2) such Company Acquisition Proposal or
         intention or desire is not withdrawn prior to the vote of the Company
         stockholders at the duly held Company Stockholders Meeting, and (3)
         thereafter this Agreement is terminated pursuant to (x) SECTION 8.2(c)
         or (y) SECTION 8.4(a), and within nine months of such termination such
         Company Acquisition Proposal is consummated or the Company enters into
         a definitive agreement to consummate such Company Acquisition Proposal,
         (iii) (1) a proposal for a Financing Transaction shall have been made
         to the Company, (2) such proposal is not withdrawn prior to the
         termination of this Agreement pursuant to SECTION 8.4(a), and (3)
         thereafter this Agreement is terminated pursuant to SECTION 8.4(a), and
         within nine (9) months of such termination a Financing Transaction is
         consummated or the Company enters into a definitive agreement to
         consummate such Financing Transaction, or (iv) this Agreement is
         terminated by the Company pursuant to SECTION 8.3(c) or by Parent
         pursuant to SECTION 8.4(b), then the Company shall pay Parent a fee
         equal to $2,600,000 (the "TERMINATION FEE"), less any amount paid or
         payable pursuant to the first sentence of this SECTION 8.5(b), payable
         by wire transfer of same day funds. The Company shall pay the
         Termination Fee promptly, but in no event later than the date of such
         termination, in the case of termination pursuant to

                                       58
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         SECTION 8.3(c), within three business days, in the case of termination
         pursuant to SECTION 8.4(b), or the earlier of the date the Company
         enters into a definitive agreement to consummate the transactions
         contemplated by an Alternate Transaction or an Alternate Transaction is
         consummated, as the case may be, in the case of termination pursuant to
         SECTIONS 8.2(a), 8.2(c) or 8.4(a).

         The Company acknowledges that the agreements contained in this SECTION
         8.5(a) are an integral part of the transactions contemplated by this
         Agreement, and that, without these agreements, Parent would not enter
         into this Agreement, and accordingly, if the Company fails promptly to
         pay the amount due pursuant to this SECTION 8.5(b), and, in order to
         obtain such payment, Parent commences a suit which results in a
         judgment against the Company for the fee set forth in this SECTION
         8.5(b), the Company shall pay to Parent its costs and expenses
         (including reasonable attorneys' fees and expenses) in connection with
         such suit, together with interest on the amount of the fee at the prime
         rate of Citibank, N.A. in effect on the date such payment was required
         to be made.

                  (c) In the event that (i) this Agreement is terminated by
         either the Company or Parent pursuant to SECTION 8.2(d) or (ii) this
         Agreement is terminated by the Company pursuant to SECTIONS 8.3(a) OR
         8.3(b), then Parent shall promptly, but in no event later than the date
         of such termination, pay the Company a fee equal to the Termination
         Fee, payable by wire transfer of same day funds. Parent acknowledges
         that the agreements contained in this SECTION 8.5(c) are an integral
         part of the transactions contemplated by this Agreement, and that,
         without these agreements, the Company would not enter into this
         Agreement, and accordingly, if Parent fails promptly to pay the amount
         due pursuant to this SECTION 8.5(c), and, in order to obtain such
         payment, the Company commences a suit which results in a judgment
         against Parent for the fee set forth in this SECTION 8.5(c), Parent
         shall pay to the Company its costs and expenses (including reasonable
         attorneys' fees and expenses) in connection with such suit, together
         with interest on the amount of the fee at the prime rate of Citibank,
         N.A. in effect on the date such payment was required to be made.

                  (d) In the event both Parent and the Company would otherwise
         be entitled to receive the Termination Fee under this SECTION 8.5 in
         connection with the termination of this Agreement, neither party shall
         be required to make any payment under this SECTION 8.5.

                  (e) If this Agreement is terminated under circumstances in
         which Parent or the Company is entitled to receive the Termination Fee,
         (i) the obligation to pay the Termination Fee shall survive the
         termination of this Agreement and (ii) the payment of the Termination
         Fee shall be the sole and exclusive remedy available to Parent or the
         Company, as applicable, except in the event of (A) a willful breach of
         any provision of this Agreement or (B) an intentional or knowing
         misrepresentation in connection with this Agreement or the transactions
         contemplated hereby, in which event the party entitled to the
         Termination Fee shall have all rights, powers and remedies against the
         other party

                                       59
<PAGE>

         that may be available at law or in equity. All rights, powers and
         remedies provided under this Agreement or otherwise available in
         respect hereof at law or in equity shall be cumulative and not
         alternative, and the exercise of any such right, power or remedy by any
         Party shall not preclude the simultaneous or later exercise of any
         other such right, power or remedy by such Party.

                                   ARTICLE IX

                            MISCELLANEOUS AND GENERAL

         9.1 PAYMENT OF EXPENSES. Except as otherwise set forth in SECTION 8.5
hereof, whether or not the Merger shall be consummated, each Party shall pay its
own expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby (the
"TRANSACTION EXPENSES").

         9.2 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties made in SECTIONS 5.1 AND 5.2 hereof shall not survive beyond the
Effective Time or a termination of this Agreement, except to the extent a
willful breach of such representation or intentional or knowing
misrepresentation formed the basis for such termination. This SECTION 9.2 shall
not limit any covenant or agreement of the Parties which by its terms
contemplates performance after the Effective Time or after termination of this
Agreement pursuant to ARTICLE VIII, including the payment of any Termination
Fee.

         9.3 MODIFICATION OR AMENDMENT. Subject to the applicable provisions of
the DGCL, at any time prior to the Effective Time, the Parties, by resolution of
their respective board of directors, may modify or amend this Agreement, by
written agreement executed and delivered by duly authorized officers of the
respective Parties; provided, however, that after approval of this Agreement by
the stockholders of the Company is obtained, no amendment which requires further
stockholder approval shall be made without such approval of stockholders.

         9.4 WAIVER OF CONDITIONS. The conditions to each of the Parties'
obligations to consummate the Merger are for the sole benefit of such party and
may be waived by such party in whole or in part to the extent permitted by
applicable law.

         9.5 COUNTERPARTS. For the convenience of the Parties, this Agreement
may be executed in any number of counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts shall together
constitute the same agreement.

         9.6      GOVERNING LAW; JURISDICTION.

                  (a) This Agreement shall be governed by and construed in
         accordance with the laws of the State of Delaware, without giving
         effect to the principles of conflicts of law thereof.

                  (b) Each of Parent, Merger Sub and the Company hereby
         irrevocably submits in any suit, action or proceeding arising out of or
         related to this Agreement or any other instrument, document or
         agreement executed or delivered in connection herewith and the
         transactions contemplated hereby and thereby,

                                       60
<PAGE>

         whether arising in contract, tort, equity or otherwise, to the
         exclusive jurisdiction of any state or federal court located in the
         State of Delaware and waives any and all objections to jurisdiction
         that it may have under the laws of the United States or of any state.

                  (c) Each of Parent, Merger Sub and the Company waives any
         objection that it may have (including, without limitation, any
         objection of the laying of venue or based on FORUM NON CONVENIENS) to
         the location of the court in any proceeding commenced in accordance
         with this SECTION 9.6.

         9.7 NOTICES. Any notice, request, instruction or other document to be
given hereunder by any party to the other Parties shall be deemed delivered upon
actual receipt and shall be in writing and delivered personally or sent by
registered or certified mail, postage prepaid, reputable overnight courier, or
by facsimile transmission (with a confirming copy sent by reputable overnight
courier), as follows:

                  (a) if to Parent or Merger Sub, to:

                          divine, inc.
                          1301 North Elston Avenue
                          Chicago, IL 60622
                          Attention: Chief Financial Officer and General Counsel
                          Facsimile:  (773) 394-6603

                          with a copy to:
                          Bell, Boyd & Lloyd LLC
                          70 West Madison Street
                          Three First National Plaza
                          Suite 3300
                          Attention:  D. Mark McMillan, Esq.
                          Facsimile:   (312) 372-2098

                  (b) if to the Company, to:

                          Open Market, Inc.
                          One Wayside Road
                          Burlington, MA 01803
                          Attention: Chief Financial Officer and General Counsel
                          Facsimile:   (781) 359-8129

                          with copies to:

                          Hale and Dorr LLP
                          60 State Street
                          Boston, MA 02109
                          Attention:   John H. Chory, Esq.
                          Facsimile: 617-526-5000, and

                                       61
<PAGE>

                          Hale and Dorr LLP
                          Reston Town Center
                          11951 Freedom Drive
                          Reston, VA 20190
                          Attention:   Donald L. Toker, Esq.
                          Facsimile: 703-654-7100

or to such other Persons or addresses as may be designated in writing by the
party to receive such notice.

         9.8 ENTIRE AGREEMENT; ASSIGNMENT. This Agreement, including the
Exhibits and Disclosure Schedules, together with the Confidentiality Agreement,
(i) constitutes the entire agreement among the Parties with respect to the
subject matter hereof and supersedes all other prior or contemporaneous
agreements and understandings, both written and oral, among the Parties or any
of them with respect to the subject matter hereof, and (ii) shall not be
assigned by operation of law or otherwise (and any attempt to do so shall be
void).

         9.9 PARTIES IN INTEREST. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto and their respective successors and
assigns. Nothing in this Agreement, express or implied, other than the right to
receive the consideration payable in connection with the Merger pursuant to
ARTICLE IV hereof other than SECTIONS 6.15, 6.16 AND 6.17 hereof, is intended to
or shall confer upon any other Person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.

         9.10     CERTAIN DEFINITIONS.  As used herein:

                  (a) "ACQUISITION TRANSACTION" shall mean any transaction or
         series of transactions involving: (1) any merger, consolidation,
         amalgamation, share exchange, business combination, issuance of
         securities, acquisition of securities, tender offer, exchange offer or
         other similar transaction (i) in which any of the Company or its
         Subsidiaries is a constituent corporation, (ii) in which a Person or
         "group" (as defined in the Exchange Act and the rules promulgated
         thereunder) of Persons directly or indirectly acquires beneficial or
         record ownership of securities representing more than 20% of the
         outstanding securities of any class of voting securities of any of the
         Company or its Subsidiaries, or (iii) in which any of the Company or
         its Subsidiaries issues securities representing more than 20% of the
         outstanding securities of any class of voting securities of any of the
         Company or its Subsidiaries; (2) any sale, lease, exchange, transfer,
         license, acquisition or disposition of any business or businesses or
         assets that constitute or account for 20% or more of the consolidated
         net revenues, net income or assets of any of the Company or its
         Subsidiaries; or (3) any liquidation or dissolution of any of the
         Company or its Subsidiaries.

                  (b) "ENCUMBRANCE" means any claim, lien, pledge, charge,
         security interest, equitable interest, option, right of first refusal
         or preemptive right, condition, or other restriction of any kind,
         including any restriction on use, voting

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<PAGE>

         (in the case of any security), transfer, receipt of income, or
         exercise of any other attribute of ownership.

                  (c) "ERISA" means the Employee Retirement Income Security Act
         of 1974, as amended.

                  (d) "FINANCING TRANSACTION" means any bona fide transaction or
         series of transactions (other than as contemplated hereby) involving:
         (1) any merger, consolidation, amalgamation, share exchange, business
         combination, issuance of securities, acquisition of securities, tender
         offer, exchange offer or other similar transaction (i) in which any of
         the Company or its Subsidiaries is a constituent corporation, (ii) in
         which, as of completion a Person or "group" (as defined in the Exchange
         Act and the rules promulgated thereunder) of Persons directly or
         indirectly acquires beneficial or record ownership of securities
         representing more than twenty-five percent (25%) of the outstanding
         voting securities of the Company, (iii) in which any of the Company or
         its Subsidiaries issues securities representing more than twenty-five
         percent (25%) of the outstanding voting securities of the Company; or
         (iv) in which any of the Company or its Subsidiaries incurs
         indebtedness in excess of fifteen (15) million dollars (with respect to
         (i), (ii) and (iii), excluding any securities owned by such Persons or
         issuable to such Persons upon exercise of any options, warrants or
         other rights outstanding as of the date hereof but including all shares
         of Company Common Stock issuable under the Common Stock Purchase
         Agreement by and between the Company and Theddingworth International
         Limited)); (2) any sale, lease, exchange, transfer, license,
         acquisition or disposition of any business or businesses or assets that
         constitute or account for twenty-five percent (25%) or more of the
         consolidated net revenues, net income or assets of any of the Company
         (excluding in all cases any assets securing indebtedness outstanding as
         of the date hereof, but only to the extent the proceeds from such sales
         of assets are used to repay or reduce the corresponding indebtedness).

                  (e) "GOVERNMENTAL ENTITY" means the United States or any
         state, local or foreign government, or instrumentality, division,
         subdivision, agency, department or authority of any thereof.

                  (f) "KNOWLEDGE" with respect to a party hereto shall mean the
         actual knowledge of any of the executive officers of such party.

                  (g) "MATERIAL ADVERSE EFFECT" shall mean any material adverse
         effect or change in the business, operations, liabilities (contingent
         or otherwise), results of operations or financial performance, or
         condition of Parent or any of its Subsidiaries, taken as a whole, or
         the Company and its Subsidiaries, taken as a whole, as applicable;
         PROVIDED, HOWEVER, that in no event shall any of the following, in and
         of themselves, constitute a Material Adverse Effect: (i) any change in
         or effect on the business of Parent or any of its Subsidiaries or the
         Company or any of its Subsidiaries, as applicable, caused by, relating
         to or resulting from, directly or indirectly, the transactions
         contemplated by this

                                       63
<PAGE>

         Agreement or the announcement thereof; (ii) any change in the market
         price or trading volume of the shares of Company Stock or Parent Stock,
         as applicable, on or after the date of this Agreement; (iii) any
         adverse change, effect or occurrence attributable to the United States
         or European economy as a whole, the industries in which Parent or the
         Company, as applicable, compete or such other foreign economies where
         Parent or the Company, as applicable, have material operations or
         sales; or (iv) any change in or effect on the business of the Company
         or any of its Subsidiaries directly caused by, relating to or resulting
         from, any delay of the transactions contemplated by this Agreement
         beyond October 31, 2001, if, and only to the extent, such delay is
         caused by Parent's entering into or otherwise pursuing a Material
         Transaction other than the transactions contemplated by this Agreement
         or for which a definitive agreement has been validly signed as of the
         date hereof.

                  (h) "MATERIAL SUBSIDIARY" means with reference to any entity,
         any Subsidiary of such entity which, as of the date hereof or as of the
         Closing Date, would qualify as a "significant subsidiary" within the
         meaning of Rule 1-02(w) of Regulation S-X promulgated under the
         Exchange Act.

                  (i) "MATERIAL TRANSACTION" means any merger, consolidation,
         amalgamation, asset purchase or sale, share exchange, business
         combination, issuance of securities, acquisition of securities, tender
         offer, exchange offer or other similar transaction, or combination of
         such transactions (other than the transactions currently pending with
         eshare communications, Inc. or RoweCom Inc.), that requires Parent to
         amend the S-4 Registration Statement in order to comply with the rules
         and regulations of the SEC;

                  (j) "PERSON" means any individual, sole proprietorship,
         partnership, joint venture, trust, unincorporated association,
         corporation, entity or Governmental Entity.

                  (k) "RETURNS" means all returns, declarations, reports,
         statements and other documents required to be filed in respect of
         Taxes, and any claims for refund for Taxes, including any amendments or
         supplements to any of the foregoing.

                  (l) "SIGNIFICANT TAX AGREEMENT" is any agreement to which the
         Company or any Subsidiary of the Company is a party under which the
         Company or any Subsidiary could reasonably be expected to be liable to
         another party under such agreement in an amount in excess of $25,000 in
         respect of Taxes payable by such other party to any taxing authority.

                  (m) "SUBSIDIARY" shall mean, when used with reference to any
         entity, (i) any entity of which fifty percent (50%) or more of (i) the
         outstanding voting securities or interests or (ii) the economic
         interests, are owned directly or indirectly by such former entity.

                                       64
<PAGE>

                  (n) "TAX" or "TAXES" refers to any and all federal, state,
         local and foreign, taxes, assessments and other governmental charges,
         duties, impositions and liabilities in the nature of and relating to
         such taxes, including without limitation taxes based upon or measured
         by gross receipts, income, profits, sales, use and occupation, and
         value added, ad valorem, transfer, franchise, net worth, capital stock,
         withholding, payroll, recapture, employment, excise and property taxes,
         together with all interest, penalties and additions imposed with
         respect to such amounts and including any liability for taxes of a
         predecessor entity; PROVIDED, HOWEVER, that the term "TAX" or "TAXES"
         shall not be deemed to include claims by any governmental authority
         under an escheat, unclaimed property, or similar provision of
         applicable law.

         9.11 SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or unenforceable, all other provisions of this Agreement shall
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party.

         9.12 SPECIFIC PERFORMANCE. The Parties acknowledge that irreparable
damage would result if this Agreement were not specifically enforced, and they
therefore consent that the rights and obligations of the Parties under this
Agreement may be enforced by a decree of specific performance issued by a court
of competent jurisdiction. Such remedy shall, however, not be exclusive and
shall be in addition to any other remedies which any party may have under this
Agreement or otherwise.

         9.13 RECOVERY OF ATTORNEY'S FEES. In the event of any litigation
between the Parties relating to this Agreement, the prevailing party shall be
entitled to recover its reasonable attorney's fees and costs (including court
costs) from the non-prevailing party, provided that if both Parties prevail in
part, the reasonable attorney's fees and costs shall be awarded by the court in
such manner as it deems equitable to reflect the relative amounts and merits of
the Parties' claims.

         9.14 CAPTIONS. The Article, Section and paragraph captions herein are
for convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

         9.15 NO STRICT CONSTRUCTION. The language used in this Agreement will
be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be used against any party
hereto.

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                           THE SIGNATURE PAGE FOLLOWS]

                                       65
<PAGE>


         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officers of the Parties hereto and shall be effective as
of the date first hereinabove written.


                                         PARENT:
                                         DIVINE, INC.


                                         By:  /s/ Andrew J. Filipowski
                                              -------------------------
                                         Name:  Andrew J. Filipowski
                                         Its: CEO


                                         MERGER SUB:
                                         DI1 ACQUISITION COMPANY


                                         By: /s/ Andrew J. Filipowski
                                             ------------------------
                                         Name: Andrew J. Filipowski
                                         Its:  President




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
                    SIGNATURE PAGE FOR THE COMPANY TO FOLLOW]










                [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]


                                       66

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                                  COMPANY:
                                  OPEN MARKET, INC.


                                  By:   /s/ Edward Durkin
                                        ------------------
                                   Name: Edward Durkin
                                   Its:  Chief Financial Officer, Vice President
                                         and Treasurer











                [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]






                                       67

Source: OneCLE Business Contracts.