AGREEMENT AND PLAN OF MERGER

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                                                                     Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                            BROADBAND MARITIME, INC.

                               PRIME RESOURCE, INC.

                                       and

                             PRIME ACQUISITION, INC.

                          Dated as of January 15, 2007

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                                                                   EXECUTION COPY

                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of the 15th
day of January, 2007, among BROADBAND MARITIME, INC., a Delaware corporation
(the "Company"), PRIME RESOURCE, INC., a Utah corporation ("Parent"), and PRIME
ACQUISITION, INC., a Utah corporation and a wholly owned subsidiary of Parent
("Merger Sub," the Company, Parent, and Merger Sub together are referred to as
the "Constituent Corporations").

                                    RECITALS

     WHEREAS, the respective boards of directors of each of Parent, Merger Sub
and the Company have approved the merger of Merger Sub with and into the Company
(the "Merger") upon the terms and subject to the conditions set forth in this
Agreement and have adopted, approved and declared advisable this Agreement;

     WHEREAS, it is the intent of the Constituent Corporations that immediately
following the Effective Time of the Merger, the Merger Sub will have merged with
and into the Company; that the Company shall be known as Broadband Maritime,
Inc. and be the sole surviving wholly owned subsidiary of the Parent; and that
the directors and officers of both the Surviving Corporation and the Parent will
be the directors and officers of the Company plus one current director of the
Parent;

     WHEREAS, the Parent intends to recommend to its shareholders certain
amendments to its Articles of Incorporation to be effected at or prior to the
closing of the Merger; and

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

     NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

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                                    ARTICLE I

                       The Merger; Closing; Effective Time

          1.1. The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, at the Effective Time (as defined in Section 1.3)
Merger Sub shall be merged with and into the Company and the separate corporate
existence of Merger Sub shall thereupon cease. The Company shall be the
surviving corporation in the Merger (sometimes referred to as the "Surviving
Corporation"), such that, at the Effective Time the Company will be a wholly
owned operating subsidiary of the Parent, and the separate corporate existence
of the Company with all its rights, privileges, immunities, powers and
franchises shall continue unaffected by the Merger, except as set forth in
Article II. The Merger shall have the effects specified in the Delaware General
Corporation Law, as amended (the "DGCL"). Without limiting the generality of the
foregoing and subject thereto, at the Effective Time, all of the property,
rights, privileges, powers and franchises of the Company and Merger Sub shall
vest in the Surviving Corporation, and all debts, liabilities, restrictions,
disabilities and duties of each of the Company and Merger Sub shall become the
debts, liabilities, restrictions, disabilities and duties of the Surviving
Corporation.

          1.2. Closing. Unless otherwise mutually agreed in writing between the
Company and Parent, the closing of the Merger (the "Closing") shall take place
(i) at the offices of Broadband Maritime Inc., 61 Broadway, Suite 1905, New
York, NY 10006, at 10:00 a.m. (Eastern Time) on February 16, 2007 (the "Closing
Date") or at such other location or on such other date as the parties shall
mutually agree.

          1.3. Effective Time. As promptly as practicable following the Closing,
the Company and Parent will (a) cause a Certificate of Merger (the "Delaware
Certificate of Merger") to be executed, acknowledged and filed with the
Secretary of State of the State of Delaware as provided in Section 252 of the
DGCL and (b) cause the Articles of Merger (the "Utah Articles of Merger"), so
executed and in such form as is required under the Utah Revised Business
Corporation Act (the "UTRBCA"), to be delivered to the Secretary of State of the
State of Utah for filing as provided in Section 16-10a-1105 of the UTRBCA. The
Merger shall become effective as of the date on which the last of the following
occurs: (x) the Utah Articles of Merger have been duly filed with the Secretary
of State of the State of Utah and (y) Delaware Certificate of Merger has been
duly filed with the Secretary of State of the State of Delaware, or at such
later time as may be agreed by the parties and specified in the Delaware
Certificate of Merger (the "Effective Time").


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                                   ARTICLE II

                    Certificate of Incorporation and By-Laws
                      of the Surviving Corporation and Parent

          2.1. The Certificate of Incorporation. The certificate of
incorporation of the Company as in effect immediately prior to the Effective
Time shall be the certificate of incorporation of the Surviving Corporation (the
"Charter"), until duly amended as provided therein or by applicable Law.

          2.2. The By-Laws. The parties hereto shall take all actions necessary
so that the by-laws of Merger Sub in effect immediately prior to the Effective
Time shall be the by-laws of the Surviving Corporation (the "By-Laws"), until
thereafter amended as provided therein or by applicable Law.

          2.3. Articles of Incorporation of Parent. Parent shall take all
actions necessary so that its Articles of Incorporation are amended, at or prior
to the Effective Time, to change its name to "BBM Holdings, Inc.," to create a
class and series of preferred capital stock (shares of the series to be declared
to be issuable as a distribution to Parent shareholders prior to the Effective
Time, and to include certain shareholder voting supermajority provisions, all as
set forth in Exhibit 2.3 to this Agreement (the "Parent Articles Amendments").

                                   ARTICLE III

                              Officers and Directors
                          of the Surviving Corporation

          3.1. Directors of Surviving Corporation. The parties hereto shall take
all actions necessary so that Andrew Limpert and the members of the board of
directors of the Company at the Effective Time shall, from and after the
Effective Time, be the directors 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 Charter and the
By-Laws.

          3.2. Officers. The parties hereto shall take all actions necessary so
that the officers of the Company at the Effective Time shall, from and after the
Effective Time, be the 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 Charter and the
By-Laws.

          3.3. Directors of Parent. The parties hereto shall take all actions
necessary so that Andrew Limpert and the members of the board of directors of
the


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Company at the Effective Time shall, from and after the Effective Time, be the
directors of the Parent until their successors have been duly elected or
appointed and qualified or until their earlier death, resignation or removal in
accordance with the Articles of Incorporation of Parent and the By-Laws of
Parent.

                                   ARTICLE IV

                      Effect of the Merger on Capital Stock;
                            Exchange of Certificates

          4.1. Effect on Capital Stock. At the Effective Time, as a result of
the Merger and without any action on the part of the Company, Parent, Merger Sub
or any holder of any capital stock of the Company:

          (a) Merger Consideration. Each share of Common Stock, par value
$0.0001 per share, of the Company (each, a "Common Share") and each share of
Class A 5% Convertible Preferred Stock, par value $0.0001 per share, of the
Company (each, a "Preferred Share") (the Common Shares and the Preferred Shares,
collectively, the "Shares") issued and outstanding immediately prior to the
Effective Time (other than the Shares that are owned by shareholders of the
Company ("Dissenting Shareholders") who have perfected and not withdrawn a
demand for, or otherwise lost, the appraisal rights pursuant to Section 262 of
the DGCL (each, an "Excluded Share" and collectively, "Excluded Shares")) shall
be converted into the right to receive, respectively: (i) in the case of a
Preferred Share, one (1) share of Common Stock, no par value, of Parent ("Parent
Common Stock") per 0.0595589330784 Class A Share (the "Preferred Merger
Consideration") and (ii) in the case of a Common Share, one (1) share of Parent
Common Stock per 59.5589330784 Common Shares (the "Common Merger
Consideration"). At the Effective Time, all of the Shares shall cease to be
outstanding, shall be cancelled and shall cease to exist, and each certificate
(a "Certificate") formerly representing any of such Shares (other than Excluded
Shares) shall thereafter represent only the right to receive the Class A Merger
Consideration or the Common Merger Consideration, as applicable, and each
certificate formerly representing Shares owned by Dissenting Shareholders shall
thereafter represent only the right to receive the payments set forth in Section
4.3. Schedule 4.1(a) to this Agreement, incorporated herein by reference, sets
forth the issued and outstanding capital stock of Parent immediately following
the Effective Time, assuming that there are no Dissenting Shareholders, that no
shareholders of Parent have dissented and demanded to be paid for their shares
and that the Company issues five hundred thousand (500,000) additional shares of
Class A 5% Convertible Preferred Stock (together with Warrants for the purchase
of up to two hundred fifty million (250,000,000) shares of Common Stock of the
Company.

          (b) Cancellation of Shares. Subject to Section 4.3, each Excluded
Share shall, by virtue of the Merger and without any action on the part of the
holder


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thereof, cease to be outstanding, shall be cancelled without payment of any
consideration therefor and shall cease to exist.

          (c) Merger Sub. At the Effective Time, each share of common stock, no
par value per share, of Merger Sub issued and outstanding immediately prior to
the Effective Time shall be converted into the right to receive one share of
common stock of the Surviving Corporation. At the Effective Time, all of the
stock of Merger Sub of any class shall cease to be outstanding, shall be
cancelled and shall cease to exist, and each Certificate formerly representing
any share of common stock, no par value per share, of Merger Sub issued and
outstanding immediately prior to the Effective Time shall thereafter represent
only the right to receive one share of common stock of the Surviving
Corporation. The Parent shall surrender to the Surviving Corporation the
certificate representing all the issued and outstanding shares of the Merger Sub
or, in the event such certificate is lost, stolen or destroyed, an Affidavit and
Indemnity of Lost Certificate in a form acceptable to the Surviving Corporation
in exchange for a certificate issued to the Parent representing all the issued
and outstanding shares of the Surviving Corporation.

          (d) Restricted Stock. The shares of Parent common stock issued to
shareholders of the Company as Preferred Merger Consideration and Common Merger
Consideration will be "restricted securities" within the meaning of Securities
and Exchange Commission Rule 144 (Reg. Section 230.144).

          (e) Post-Merger Capitalization of Surviving Corporation. The
authorized capital stock of the Surviving Corporation will consist of one
hundred thousand (100,000) shares of Common Stock, par value $0.0001 per share,
ten thousand (10,000) of which will be validly issued and outstanding and the
Parent will be the sole shareholder of the Surviving Corporation.

          (f) Post-Merger Capitalization of Parent. The authorized capital stock
of the Parent will consist of (i) fifty million (50,000,000) shares of Common
Stock, no par value per share, twenty-five million eight hundred ninety-three
thousand six hundred twenty-one (25,893,621) of which (assuming that there are
no Dissenting Shareholders and that no shareholders of the Parent have dissented
and demanded to be paid for their shares and that no shares have been issued or
redeemed by either Parent or the Company other than the issuance by the Company
of five hundred thousand (500,000) additional shares of Class A 5% Convertible
Preferred Stock (together with Warrants for the purchase of up to two hundred
fifty million (250,000,000) shares of Common Stock of the Company)) will be
validly issued and outstanding and (ii) ten million (10,000,000) shares of
Preferred Stock, no par value per share, one million four hundred fifty-four
thousand ninety (1,454,090) of which shares are designated as Series A Preferred
Shares, all of which Series A Preferred Shares will have been issued as a
dividend pro rata to holders of Common Stock prior to the Effective Time.


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          4.2. Exchange of Certificates.

          (a) Immediately after the Effective Time, upon surrender by a holder
of Shares to the Surviving Corporation of the certificates which immediately
prior to the Effective Time represented shares of Common Shares or Preferred
Shares, together with a duly executed stock power relating to such Shares, the
Surviving Corporation shall deliver to such holder such holder's Common Merger
Consideration or Preferred Merger Consideration, as applicable. In the event of
any lost, stolen or destroyed certificate representing Shares, the record owner
of such certificate may tender in lieu of such certificate an Affidavit and
Indemnity of Lost Certificate in a form acceptable to the Surviving Corporation.

          (b) Transfers. From and after the Effective Time, there shall be no
transfers on the stock transfer books of the Company of the Shares that were
outstanding immediately prior to the Effective Time. If, after the Effective
Time, any Certificate is presented to the Surviving Corporation or Parent for
transfer, it shall be cancelled and exchanged for Common Merger Consideration or
Preferred Merger Consideration, as applicable, to which the holder thereof is
entitled pursuant to this Article IV.

          (c) Withholding Rights. Each of Parent and the Surviving Corporation
shall be entitled to deduct and withhold from the consideration otherwise
payable pursuant to this Agreement to any holder of the Shares such amounts as
it is required to deduct and withhold with respect to the making of such payment
under the Internal Revenue Code of 1986, as amended (the "Code"), or any other
applicable state, local or foreign Tax (as defined in Section 5.1(l)) law. To
the extent that amounts are so withheld by the Surviving Corporation or Parent,
as the case may be, such withheld amounts (i) shall be remitted by Parent or the
Surviving Corporation, as applicable, to the applicable Governmental Entity, and
(ii) shall be treated for all purposes of this Agreement as having been paid to
the holder of the Shares in respect of which such deduction and withholding was
made by the Surviving Corporation or Parent, as the case may be.

          4.3. Appraisal Rights. (a) Company Appraisal Rights. No Person who has
perfected a demand for appraisal rights pursuant to DEGCL Section 262 shall be
entitled to receive the Common Merger Consideration, the Preferred Merger
Consideration or any dividends or other distributions pursuant to this Article
IV unless and until the holder thereof shall have effectively withdrawn the
demand for, or otherwise lost such holder's right to, appraisal under the DEGCL,
and any Dissenting Shareholder shall be entitled to receive only the payment
provided by DEGCL Section 262 with respect to Shares owned by such Dissenting
Shareholder. For the purposes of this Agreement, the term "Person" shall mean
any individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization, governmental entity or other entity of any kind or
nature. If any Dissenting Shareholder shall have effectively withdrawn the
demand for, or otherwise lost the right to, appraisal with respect to any
Shares, such Dissenting Shareholder shall be entitled to


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receive only the amount to which such shareholder would be entitled pursuant to
this Article IV. The Company shall give Parent (i) prompt notice of any written
demands for appraisal, attempted withdrawals of such demands, and any other
instruments served pursuant to applicable law received by the Company relating
to shareholders' rights of appraisal and (ii) the opportunity to direct all
negotiations and proceedings with respect to demand for appraisal under the
DEGCL. The Company shall provide such notices and take such actions as are
required by law with respect to the administration of the appraisal rights
provided pursuant to the DEGCL.

          (b) Parent Appraisal Rights. Any Person who has perfected a demand for
appraisal rights pursuant to Utah Revised Business Corporation Act (URBCA)
Section 16-10(a)-1301-1333 (a "Prime Dissenter") shall be entitled to receive
the fair value of their shares unless and until the holder thereof shall have
effectively withdrawn the demand for, or otherwise lost such holder's right to,
appraisal under the URBCA. The Parent shall give Company (i) prompt notice of
any written demands for appraisal, attempted withdrawals of such demands, and
any other instruments served pursuant to applicable law received by the Parent
relating to shareholders' rights of appraisal. The Parent shall provide such
notices and take such actions as are required by law with respect to extending
appraisal rights pursuant to the UTRBCA with respect to the transactions
contemplated by this Agreement. The Parent shall provide the Company with a
reasonable opportunity to review and comment on written material provided to
shareholders in connection with the granting and administration of appraisal
rights.

          4.4. Treatment of Stock Plans, Phantom Shares and Share Loans

          (a) Treatment of Options and Warrants. At the Effective Time, each
debenture, warrant, option and other right with respect to shares of any class
of the Company granted and unexercised immediately prior to the Effective Time
(a "Company Option"), vested or unvested, shall be converted into a debenture,
warrant, option or other right, as the case may be, to acquire Common Stock of
the Parent at the rate of one (1) share of Parent Common Stock per 59.5589330784
Common Shares and one (1) share of Parent Common Stock per 0.0595589330784
Preferred Share issuable upon exercise of the Company Option. The debentures,
warrants, options or other rights that will be granted and exercisable for
shares of Parent Common Stock at the Effective Time, in the aggregate, are set
forth on Schedule 4.1(a) to this Agreement.

          (b) Corporate Actions. At or prior to the Effective Time, the Company,
the board of directors of the Company shall adopt any resolutions and take any
actions which are necessary or appropriate to effectuate the provisions of
Section 4.4(a).


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                                    ARTICLE V

                         Representations and Warranties

          5.1. Representations and Warranties of the Company. Except as set
forth in the corresponding sections or subsections of the disclosure letter
delivered to Parent by the Company prior to entering into this Agreement (the
"Company Disclosure Letter"), (it being agreed that disclosure of any item in
any section or subsection of the Company Disclosure Letter shall be deemed
disclosure with respect to any other section or subsection to which the
relevance of such item is reasonably apparent), the Company hereby represents
and warrants to Parent and Merger Sub that:

          (a) Organization, Good Standing and Qualification. The Company is a
legal entity duly organized, validly existing and in good standing (where
applicable) under the Laws (as defined in Section 5.1(i)) of its jurisdiction of
organization and has all requisite corporate power and authority to own, lease
and operate its properties and assets and to carry on its business as presently
conducted and is qualified to do business and is in good standing as a foreign
corporation in each jurisdiction where the ownership, leasing or operation of
its assets or properties or conduct of its business requires such qualification,
except where the failure to be so organized, qualified or in such good standing,
or to have such power or authority, are not, individually or in the aggregate,
reasonably likely to have a Company Material Adverse Effect (as defined below).
As used in this Agreement, the term "Company Material Adverse Effect" means a
material adverse effect on the financial condition, business or results of
operations of the Company, taken as a whole; provided, however, that none of the
following, or the results thereof, shall constitute a Company Material Adverse
Effect:

          (A) any change in the economy, capital markets, financial markets,
regulatory or political conditions (including any change in foreign exchange
rates) generally in the United States or other countries in which the Company
conducts material operations or as a result of an act of war, terrorism, civil
unrest of similar event, in each case, that does not have a materially
disproportionate effect on the Company relative to other business entities
affected in the relevant jurisdiction or market;

          (B) any change that is the result of factors generally affecting the
industries in which the Company operate that does not have a materially
disproportionate effect on the Company relative to other business entities
affected in the relevant jurisdiction or market;

          (C) any loss of, or adverse change in, the relationship of the
Company, contractual or otherwise, with its customers, employees or suppliers
arising out of the execution, delivery or performance of this Agreement, the
consummation of the transactions contemplated by this Agreement or the
announcement of any of the foregoing;


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          (D) any change in the applicable GAAP or in any statute, rule or
regulation (or the official interpretation thereof) unrelated to the Merger and
of general applicability after the date hereof that does not have a materially
disproportionate effect on the Company relative to other business entities
affected in the relevant jurisdiction or market;

          (E) any action, suit or claim brought, or any public campaign started,
by or on behalf of a competitor of the Company, in each case, after the date of
this Agreement;

          (F) any action or omission by the Company required or expressly
permitted by the terms of this Agreement or taken with the consent of Parent;

          (G) any failure by the Company to meet any estimates of revenues or
earnings for any period ending on or after the date of this Agreement and prior
to the Closing; provided, that the exception in this clause (G) shall not
prevent or otherwise affect a determination that any change, effect, event,
occurrence, state of facts or development underlying such failure has resulted
in, or contributed to, a Company Material Adverse Effect;

           (H) any existing event or occurrence or circumstance with respect to
which Parent has knowledge as of the date hereof; and

          (I) any action taken, or any omission to act, by Parent or any of its
Affiliates.

          (b) Capitalization.

           (i) The authorized capital stock of the Company consists of two
billion two hundred million (2,200,000,000) shares of Common Stock, par value
$0.0001 per share, and one million seventy-two thousand twenty (1,072,020)
shares of Preferred Stock, par value $0.0001 per share, of which all are
designated Class A 5% Convertible Preferred Stock.

          (ii) The Company has fewer than thirty-five non-accredited
shareholders, all of whom are sophisticated, within the meaning of Rule 501
under Regulation D of the Securities Act of 1933 ("Securities Act"). The Company
will prepare and deliver offering materials, with respect to the Parent common
stock constituting the Common Merger Consideration and the Preferred Merger
Consideration, that satisfy the requirements of Rule 502 under Regulation D of
the Securities Act.

          (c) Corporate Authority; Approval and Fairness. (i) The Company has
all requisite corporate power and authority and has taken all corporate action
necessary in order to execute, deliver and perform its obligations under this
Agreement, subject only to approval of the plan of Merger contained in this
Agreement by the holders of (A) a majority of the outstanding Preferred Shares,
voting as a single class, and (B) a


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majority of the outstanding Common Shares, voting as a single class, in each
case, entitled to vote on such matter at a shareholders' meeting duly called and
held for such purpose (together, the "Requisite Company Vote"), and to
consummate the Merger. This Agreement has been duly executed and delivered by
the Company and, assuming the due authorization, execution and delivery by
Parent and Merger Sub, constitutes a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar Laws of general applicability relating to or affecting creditors' rights
and to general equity principles (the "Bankruptcy and Equity Exception").

          (ii) On or prior to the date of this Agreement, the board of directors
of the Company has (A) determined that the Merger is in the best interests of
the Company and its shareholders, adopted a plan of Merger contained in this
Agreement, approved the Merger and the other transactions contemplated hereby
and, subject to Section 6.2(c), resolved to recommend approval of the plan of
Merger contained in this Agreement to the holders of Shares entitled to vote
thereon (the "Company Recommendation") and (B) directed that the plan of Merger
contained in this Agreement be submitted to the holders of Shares entitled to
vote thereon for their approval.

          (d) Governmental Filings; No Violations; Certain Contracts, Etc. To
the Company's knowledge (except with respect to any state or federal securities
law filings or approvals):

          (i) No notices, reports or other filings are required to be made by
the Company with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by the Company from, any domestic
(including federal, state or local) or foreign governmental or regulatory
authority, agency, commission, body, court or other legislative, executive or
judicial governmental entity (each, a "Governmental Entity"), in connection with
the execution, delivery and performance of this Agreement by the Company and the
consummation of the Merger and the other transactions contemplated hereby,
except those that the failure to make or obtain are not, individually or in the
aggregate, reasonably likely to have a Company Material Adverse Effect or
prevent, materially delay or materially impair the consummation of the
transactions contemplated by this Agreement.

          (ii) The execution, delivery and performance of this Agreement by the
Company do not, and the consummation of the Merger and the other transactions
contemplated hereby will not, constitute or result in (A) a breach or violation
of, a termination (or right of termination) or a default under, the creation or
acceleration of any obligations or the creation of a Lien on any of the assets
of the Company pursuant to any agreement, lease, license, contract, note,
mortgage, indenture, arrangement or other obligation not otherwise terminable by
the other party thereto on 90 days' or less notice (each, a "Contract") binding
upon the Company or, assuming (solely with respect to performance of this
Agreement and consummation of the Merger and the other transactions contemplated
hereby) compliance with the matters referred to in Section


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5.1(d)(i), under any Law to which the Company is subject or (B) any change in
the rights or obligations of any party under any Contract binding on the
Company, except for any such breach, violation, termination, default, creation,
acceleration or change that, individually or in the aggregate, is not reasonably
likely to have a Company Material Adverse Effect or prevent, materially delay or
materially impair the consummation of the transactions contemplated by this
Agreement.

          The term "knowledge" when used in this Agreement with respect to: (1)
the Company or the executive officers of the Company shall mean the actual
knowledge of Mary Ellen Kramer, President and (2) the Parent or the Merger Sub
or the executive officers of Parent shall mean the actual knowledge of Andrew
Limpert, Terry Deru, and Scott Deru, in each case, having made reasonable review
and inquiry.

          (e) Litigation. As of the date of this Agreement, there are no civil,
criminal or administrative actions, suits, claims, hearings, arbitrations,
inquiries, investigations or other proceedings pending or, to the knowledge of
the executive officers of the Company, threatened against the Company, except
for those that are not, individually or in the aggregate, reasonably likely to
have a Company Material Adverse Effect. As of the date of this Agreement, the
Company is not a party to or subject to the provisions of any judgment, order,
writ, injunction, decision, determination, decree or award of any Governmental
Entity which is, individually or in the aggregate, reasonably likely to have a
Company Material Adverse Effect or prevent, materially delay or materially
impair the consummation of the transactions contemplated by this Agreement.

          (f) Employee Benefits.

          (i) The Company (i) has satisfied all contribution obligations in
respect of each of its employee benefit plans, and (ii) is and has at all times
been in compliance in all material respects with all applicable provisions of
the federal Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and the Internal Revenue Code of 1986, as amended (the "Code"), with
respect to each such plan. No employee benefit plan or trust created thereunder
has at no time incurred any accumulated funding deficiency (as such term is
defined in Section 302 of ERISA), whether or not waived.

          (ii) Neither the Company nor any employee benefit plan thereof, or any
trust created thereunder or any trustee or administrator thereof, has engaged in
any prohibited transaction (as such term is defined in Section 406 of ERISA or
Section 4975 of the Code) that would subject any person to the penalty or tax on
such transactions imposed by Section 502 of ERISA or 4975 of the Code. As used
in this Section, the term "employee benefit plan" shall have the meaning
specified in Section 3 of ERISA.

          (g) Compliance with Laws; Licenses. To the Company's knowledge, the
businesses of the Company is not being conducted in violation of any United
States (federal, state or local) or non-United States law, statute or ordinance,
common law or


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any rule, regulation, standard, judgment, order, writ, injunction, decree,
agency requirement, license or permit of any Governmental Entity or any award or
directive of any arbitration or mediation panel (collectively, "Laws"), except
for violations that, individually or in the aggregate, are not reasonably likely
to have a Company Material Adverse Effect. The Company has obtained and is in
compliance with all permits, licenses, certifications, approvals,
authorizations, registrations, consents, authorizations, franchises, variances,
exemptions and orders issued or granted by a Governmental Entity ("Licenses")
necessary to conduct its business as presently conducted except for the absence
of such Licenses or such non-compliance which is not, individually or in the
aggregate, reasonably likely to have a Company Material Adverse Effect.

          (h) Takeover Statutes. Assuming the accuracy of Parent's and Merger
Sub's representations in Section 5.2(j), no "fair price," "moratorium," "control
share acquisition" or other similar anti-takeover statute or regulation (each a
"Takeover Statute") or any anti-takeover provision in the Company's articles of
incorporation and by-laws is applicable to Parent, the Shares, the Merger or the
other transactions contemplated by this Agreement.

          (i) Environmental Matters.

          (A) The Company is in compliance with all applicable Environmental
Laws, except for such noncompliance as is not, individually or in the aggregate,
reasonably likely to have a Company Material Adverse Effect.

           (B) The Company possesses all permits, licenses, registrations,
identification numbers, authorizations and approvals required under applicable
Environmental Laws for the operation of the business as presently conducted,
other than as is not, individually or in the aggregate, reasonably likely to
have a Company Material Adverse Effect.

          (C) The Company has not received any written claim, notice of
violation or citation concerning any violation or alleged violation of any
applicable Environmental Law during the past three years, except as is not,
individually or in the aggregate, reasonably likely to have a Company Material
Adverse Effect.

          (D) There are no writs, injunctions, decrees, orders or judgments
outstanding, or any actions, suits or proceedings pending or, to the knowledge
of the executive officers of the Company, threatened, concerning compliance by
the Company with any Environmental Law, except as is not, individually or in the
aggregate, reasonably likely to have a Company Material Adverse Effect.

          (ii) Notwithstanding any other representation and warranty in Article
V, the representations and warranties contained in this Section constitute the
sole representations and warranties of the Company relating to any Environmental
Law.


                                      -12-

<PAGE>

          (iii) As used herein, the term "Environmental Law" means any
applicable law, regulation, code, license, permit, order, decree or injunction
from any Governmental Entity relating to the protection of the environment
(including air, water, soil and natural resources).

          (j) Taxes. Except as would not, individually or in the aggregate,
reasonably be likely to have a Company Material Adverse Effect, the Company (i)
has duly and timely filed (taking into account any extension of time within
which to file) all Tax Returns (as defined below) required to be filed it and
all such filed Tax Returns are complete and accurate in all material respects;
(ii) has paid all Taxes (as defined below) that are shown as due on such filed
Tax Returns or that the Company is obligated to withhold from amounts owing to
any employee, creditor or third party, except with respect to matters contested
in good faith or for which adequate reserves have been established; and (iii)
has not waived any statute of limitations with respect to Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency. Except as is
not, individually or in the aggregate, reasonably likely to have a Company
Material Adverse Effect, as of the date hereof, there are not pending or, to the
knowledge of the executive officers of the Company threatened in writing, any
audits, examinations, investigations or other proceedings in respect of Taxes or
Tax matters.

          As used in this Agreement, (i) the term "Tax" (including, with
correlative meaning, the term "Taxes") includes all federal, state, local and
foreign income, profits, franchise, gross receipts, environmental, customs duty,
capital stock, severance, stamp, payroll, sales, employment, unemployment,
disability, use, property, withholding, excise, production, value added,
occupancy and other taxes, duties or assessments of any nature whatsoever,
together with all interest, penalties and additions imposed with respect to such
amounts and any interest in respect of such penalties and additions, and (ii)
the term "Tax Return" includes all returns and reports (including elections,
declarations, disclosures, schedules, estimates and information returns)
required to be supplied to a Tax authority relating to Taxes.

          (k) Labor Matters. As of the date of this Agreement, (i) the Company
is not a party to or otherwise bound by any collective bargaining agreement or
other Contract with a labor union or labor organization, nor is the Company
subject of any material proceeding asserting that the Company has committed an
unfair labor practice or seeking to compel it to bargain with any labor union or
labor organization nor is there pending or, to the knowledge of the executive
officers of the Company, threatened, nor has there been for the past five years,
any labor strike, dispute, walk-out, work stoppage, slow-down or lockout
involving the Company, and (ii) to the knowledge of the executive officers of
the Company, there are no organizational efforts with respect to the formation
of a collective bargaining unit presently being made involving employees of the
Company.

          (l) Intellectual Property. Except as is not, individually or in the
aggregate, reasonably likely to have a Company Material Adverse Effect:


                                      -13-

<PAGE>

          (i) the Company has sufficient rights to use all Intellectual Property
used in its business as presently conducted and there is no litigation,
opposition, cancellation, proceeding, objection or claim pending, asserted or,
to the knowledge of the executive officers of the Company, threatened,
concerning the ownership, validity, registerability, enforceability,
infringement or use of, or licensed right to use, any Intellectual Property.

          (ii) the Company has not granted any licenses or other rights to third
parties to use its Intellectual Property, other than non-exclusive licenses
granted in the ordinary course of business pursuant to standard terms.

          (iii) (A) the IT Assets operate and perform in accordance with their
documentation and functional specifications and otherwise as required by the
Company in connection with its business; (B) to the knowledge of the executive
officers of the Company, as of the date hereof, no person has gained
unauthorized access to the IT Assets; and (C) the Company has implemented
reasonable backup and disaster recovery technology consistent with industry
practices.

          For purposes of this Agreement, the following terms have the following
meanings:

          "Intellectual Property" means all (i) trademarks, service marks, brand
names, certification marks, collective marks, d/b/a's, Internet domain names,
logos, symbols, trade dress, trade names, and other indicia of origin, all
applications and registrations for the foregoing, and all goodwill associated
therewith and symbolized thereby, including all renewals of same; (ii)
inventions and discoveries, whether patentable or not, and all patents,
registrations, invention disclosures and applications therefor, including
divisions, continuations, continuations-in-part and renewal applications, and
including renewals, extensions and reissues; (iii) confidential information,
trade secrets and know-how, including processes, schematics, business methods,
formulae, drawings, prototypes, models, designs, customer lists and supplier
lists (collectively, "Trade Secrets"); (iv) published and unpublished works of
authorship, whether copyrightable or not (including without limitation databases
and other compilations of information), copyrights therein and thereto, and
registrations and applications therefor, and all renewals, extensions,
restorations and reversions thereof; and (v) all other intellectual property or
proprietary rights, in each case, to the extent recognized by applicable Law.

          "IT Assets" of a Person means computers, computer software, firmware,
middleware, servers, workstations, routers, hubs, switches, and other
information technology equipment owned by such Person.

          (m) Insurance. As of the date of this Agreement, each of the Company's
insurance policies is in full force and effect and all premiums due with respect
to such insurance policies have been paid, with such exceptions that,
individually or in the aggregate, are not reasonably likely to have a Company
Material Adverse Effect.


                                      -14-

<PAGE>

          (n) Brokers and Finders. Neither the Company nor any of its officers,
directors or employees has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finders, fees in connection
with the Merger or the other transactions contemplated by this Agreement, except
that the Company has employed Griffin Securities, Inc. as its financial advisor,
the arrangements with which have been disclosed in writing to the Parent prior
to the date hereof.

          (o) No Other Representations and Warranties. Except as expressly set
forth in this Section 5.1, the Company makes no representation or warranty,
express or implied, at law or in equity, i