AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated
January 17, 2008,

GOLDLEAF FINANCIAL SOLUTIONS, INC.,

GLF SUB, INC., and

ALOGENT CORPORATION

Table of Contents

				Page
ARTICLE I THE MERGER					1
Section 1.1		The Merger			1
Section 1.2		Articles of Incorporation and Bylaws			2
Section 1.3		Directors and Officers of the Surviving Corporation			2
Section 1.4		Merger Consideration			2
Section 1.5		Conversion of Securities			2
Section 1.6		Treatment of Stock Options			4
Section 1.7		Delivery of Stock Certificates; Payment of Merger Consideration			4
Section 1.8		Dissenters’ Rights			7
Section 1.9		Escrow Agreement			7
Section 1.10		Adjustments to Merger Consideration			8
ARTICLE II CLOSING					9
Section 2.1		Closing			9
Section 2.2		Effective Time			10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY					10
Section 3.1		Organization and Good Standing			10
Section 3.2		Authority; No Conflict			10
Section 3.3		Capitalization			11
Section 3.4		Financial Statements			12
Section 3.5		Accounts Receivable			12
Section 3.6		Real and Personal Property			12
Section 3.7		Taxes			13
Section 3.8		Employees			14
Section 3.9		Employee Benefits			15
Section 3.10		Compliance with Laws			17
Section 3.11		Required Consents			17
Section 3.12		Legal Proceedings; Orders			17
Section 3.13		Environmental Matters			18
Section 3.14		Insurance			18
Section 3.15		Material Contracts; No Defaults			19
Section 3.16		Intellectual Property			19
Section 3.17		Absence of Certain Changes and Events			22
Section 3.18		Related Party Transactions			23
Section 3.19		Brokers or Finders			23
Section 3.20		Books and Records			23
Section 3.21		No Undisclosed Liabilities			23
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB					24
Section 4.1		Organization and Good Standing			24
Section 4.2		Authority and No Conflict			24
Section 4.3		Legal Proceedings; Orders			25
Section 4.4		Capitalization			25
Section 4.5		SEC Reports; Financial Information; Compliance with Listing Requirements.			26
Section 4.6		Brokers or Finders			27

				Page
Section 4.7		Financing			27
Section 4.8		Ownership of Merger Sub; Interim Operations of Merger Sub			27
Section 4.9		No Undisclosed Liabilities			27
Section 4.10		Absence of Certain Changes or Events			28
Section 4.11		Compliance with Law and Reporting Requirements			28
Section 4.12		Acknowledgments by Parent and Merger Sub			28
ARTICLE V COVENANTS					28
Section 5.1		Payment of Indebtedness by Related Persons			28
Section 5.2		Rule 16b-3 Actions			29
Section 5.3		Nasdaq Filings; Fees			29
Section 5.4		Securities Laws			29
Section 5.5		Reservation of Common Stock			29
Section 5.6		Restrictive Agreements			29
Section 5.7		Rule 144 Reporting			29
ARTICLE VI OTHER AGREEMENTS					30
Section 6.1		Public Announcements			30
Section 6.2		Confidentiality Agreement			30
Section 6.3		Continuation of Indemnification; Liability Insurance			30
Section 6.4		Employee Benefits			31
ARTICLE VII CONDITIONS TO CLOSING					32
Section 7.1		Mutual Conditions			32
Section 7.2		Conditions to Obligations of Parent and Merger Sub			33
Section 7.3		Conditions to Obligations of Company			33
ARTICLE VIII TERMINATION					35
Section 8.1		Termination Events			35
Section 8.2		Effect of Termination			35
Section 8.3		Extension; Waiver			35
ARTICLE IX INDEMNIFICATION					36
Section 9.1		Indemnification by Company Shareholders			36
Section 9.2		Indemnification and Reimbursement by Parent and Merger Sub			36
Section 9.3		Limitations on Indemnification by Company Shareholders			36
Section 9.4		Limitations on Indemnification by Parent and Merger Sub			37
Section 9.5		Time Limitations			38
Section 9.6		Procedure for Indemnification — Third Party Claims			38
Section 9.7		Procedure For Indemnification — Other Claims			40
Section 9.8		Treatment of Indemnity Payments			40
Section 9.9		Exclusive Remedy			40
Section 9.10		Limitations on Damages			40
Section 9.11		Survival			41
ARTICLE X GENERAL PROVISIONS					41
Section 10.1		Expenses			41
Section 10.2		Assignment; No Third Party Beneficiaries			41
Section 10.3		Notices			41
Section 10.4		Jury Trial Waiver			43

				Page
Section 10.5		Entire Agreement; Modification			43
Section 10.6		Waiver			43
Section 10.7		Severability			43
Section 10.8		Headings; Construction			43
Section 10.9		Governing Law			43
Section 10.10		Execution of Agreement; Counterparts			43
Section 10.11		Further Assurances			44
Section 10.12		Knowledge			44
Section 10.13		Shareholder Representative			44

Annexes, Exhibits & Schedules

Schedules *
Schedule 1.10		Company Indebtedness
Schedule 3.2(b)		No Conflict
Schedule 3.3(a)		Capitalization
Schedule 3.3(b)		Company Shareholders
Schedule 3.4		Financial Statements
Schedule 3.6(a)		Rights and Assets
Schedule 3.6(b)		Leased Real Property
Schedule 3.6(c)		Locations
Schedule 3.7		Taxes
Schedule 3.8(a)		Employees
Schedule 3.9		Employee Benefits
Schedule 3.10		Governmental Licenses
Schedule 3.11		Required Consents
Schedule 3.14		Insurance
Schedule 3.15(a)		Material Contracts
Schedule 3.15(b)		Default
Schedule 3.16(c)		Owned Intellectual Property
Schedule 3.16(d)		Third Party Intellectual Property
Schedule 3.16(e)		Products
Schedule 3.16(j)		Third Party Intellectual Property in Products
Schedule 3.17		Absence of Certain Changes and Events
Schedule 3.18(a)		Related Party Transactions
Schedule 3.19		Brokers or Finders
Schedule 3.21		Liabilities
Schedule 4.6		Brokers or Finders
Schedule 6.4(b)		Certain Employment Matters
Exhibits *
Exhibit A		Form of Convertible Notes
Exhibit B		Investor Letter
Exhibit C		Escrow Agreement
Exhibit D		Registration Rights Agreement
Exhibit E		Form of Offer Letter
Annexes
Annex A		Defined Terms
Annex B		Company Shareholder Merger Consideration
Annex C		Material Consents

* The Company will furnish a copy of any omitted Schedule, Exhibit or Annex to the Commission upon request.

AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (this “ Agreement ”), dated January 17, 2008, is entered into by and among Goldleaf Financial Solutions, Inc., a Tennessee corporation (“ Parent ”), GLF Sub, Inc., a Georgia corporation (“ Merger Sub ”), and Alogent Corporation, a Georgia corporation (“ Company ”). Parent, Merger Sub and Company are each referred to as a “ Party ” and are collectively referred to as “ Parties .” Capitalized terms used herein are defined in this Agreement as set forth in Annex A attached hereto.

WITNESSETH:

      WHEREAS , Merger Sub is a wholly-owned subsidiary of Parent; and

      WHEREAS , upon the terms and subject to the conditions of this Agreement and in accordance with the Georgia Business Corporation Code (“ GBCC ”), Parent, Merger Sub and Company intend to enter into a business combination transaction pursuant to which Merger Sub will merge with and into Company, with Company surviving (the “ Merger ”); and

      WHEREAS , the boards of directors of Parent and Merger Sub (i) have determined that the Merger is fair to, and in the best interest of, Parent and its stockholders and Merger Sub and its stockholders, respectively, and (ii) have approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement; and

      WHEREAS , the board of directors of Company (i) has determined that the Merger is fair to, and in the best interest of, Company and its shareholders and (ii) has approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement; and

      WHEREAS , Parent, Merger Sub and Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also desire to prescribe various conditions to the Merger.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and subject to and on the terms and conditions set forth herein, the Parties hereby agree as follows:

ARTICLE I
THE MERGER

      Section 1.1 The Merger . At the Effective Time, in accordance with this Agreement and the GBCC, Merger Sub will merge with and into Company, the separate corporate existence of Merger Sub will cease, and Company will continue as the surviving corporation (the “ Surviving Corporation ”). From and after the Effective Time, the Surviving Corporation will possess all the rights, privileges, immunities and franchises, of a public as well as a private nature, and will be subject to all liabilities, obligations and penalties of, Company and Merger Sub, all with the effect set forth in the GBCC.

      Section 1.2 Articles of Incorporation and Bylaws . As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Company or any other Person being required, the articles of incorporation of the Surviving Corporation shall be amended and restated to read the same as the articles of incorporation of Merger Sub in effect immediately prior to the Effective Time (except that Article 1 thereof shall read “The name of the Corporation is Goldleaf Enterprise Payments, Inc.”), and as so amended and restated, shall be the articles of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law. The bylaws of Merger Sub in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation, until duly amended in accordance with applicable law.

      Section 1.3 Directors and Officers of the Surviving Corporation . The directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected and qualified in the manner provided in the articles of incorporation and bylaws of the Surviving Corporation or as otherwise provided by applicable law. The officers of Merger Sub immediately prior to the Effective Time will be the initial officers of the Surviving Corporation (each such Person holding the same office with respect to the Surviving Corporation as such Person held with the Merger Sub) and will hold office from the Effective Time until their respective successors are duly appointed and qualified in the manner provided in the articles of incorporation and bylaws of the Surviving Corporation or as otherwise provided by applicable law.

      Section 1.4 Merger Consideration . In consideration of the Merger, at Closing Parent shall pay total consideration of $42,619,063 (as adjusted pursuant to Section 1.10 below, the “ Merger Consideration ”). The Merger Consideration shall be paid at Closing as follows:

          (a) Parent shall pay $42,619,063 of the Merger Consideration (the “ Closing Payment Amount ”) to the holders of shares of Company Stock (the “ Company Shareholders ”), which Closing Payment Amount includes (i) $32,844,063 in cash, (ii) 1,889,426 shares of Parent Common Stock with an aggregate market value (based upon the average closing price per share of such Parent Common Stock for the 15 trading days ending on the trading day immediately preceding the Closing Date) of $2,775,000 (the “ Parent Shares ”), and (iii) promissory notes of Parent, substantially in the form of Exhibit A attached hereto (the “ Convertible Notes ”), having an aggregate face amount of $7,000,000, which shall be convertible into shares of Parent Common Stock, which amounts (i)-(iii) shall be used solely and exclusively for purposes of paying the Company Shareholders, pursuant to Section 1.7 , the amount of cash, Parent Shares and Convertible Notes set forth opposite such Company Shareholder’s name on Annex B , which Annex B shall reflect the exercise and/or termination of all Company Options (pursuant to and as defined in Section 3.3(a) below).

          (b) Parent shall deposit $3,800,000 of the Merger Consideration (the “ Escrow Amount ”), consisting of (i) $1,000,000 in cash and (ii) Convertible Notes with an aggregate face value of $2,800,000, with SunTrust Bank (the “ Escrow Agent ”) in accordance with Section 1.9 .

      Section 1.5 Conversion of Securities .

          (a) At the Effective Time, each share of common stock, no par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation without any action on the part of the holder thereof.

          (b) At the Effective Time, each issued and outstanding share of common stock, no par value per share, of Company (“ Company Common Stock ”), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive the Merger Consideration per share (as may be adjusted pursuant to this Agreement, the “ Per Share Common Stock Merger Consideration ”), payable to such holder pursuant to Annex B and the terms of the Escrow Agreement, as applicable. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Common Stock Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 1.7 of this Agreement.

          (c) At the Effective Time, each issued and outstanding share of Series A Convertible Preferred Stock, par value $0.001 per share, of Company (the “ Series A Preferred Stock ”), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive the Merger Consideration per share (as may be adjusted pursuant to this Agreement, the “ Per Share Series A Preferred Stock Merger Consideration ”), payable to such holder pursuant to Annex B and the terms of the Escrow Agreement, as applicable. All such shares of Series A Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Series A Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Series A Preferred Stock Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 1.7 of this Agreement.

          (d) At the Effective Time, each issued and outstanding share of Series B-1 Preferred Stock, par value $0.001 per share, of Company and Series B Preferred Stock, par value $0.001 per share, of Company (together referred to as the “ Series B Preferred Stock ”, and with the Series A Preferred Stock, the “ Company Preferred Stock ”), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive the Merger Consideration per share (as may be adjusted pursuant to this Agreement, the “ Per Share Series B Preferred Stock Merger Consideration ”), payable to such holder pursuant to Annex B and the terms of the Escrow Agreement, as applicable. All such shares of Series B Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Series B Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Series B Preferred Stock Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 1.7 of this Agreement.

          (e) Each share of Company Common Stock and Company Preferred Stock (collectively, “ Company Stock ”) held in Company’s treasury (“ Company Treasury Stock ”) at the Effective Time shall, by virtue of the Merger, be cancelled and retired and shall cease to exist without payment of any consideration therefor. All such shares of Company Treasury Stock, when so extinguished, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist.

      Section 1.6 Treatment of Stock Options . Pursuant to Section 11.1 of the Alogent Corporation 2007 Stock Incentive Plan (the “ 2007 Plan ”), Company (i) shall cause the vesting of all outstanding options to purchase Company Common Stock which have been issued under the 2007 Plan (the “ 2007 Plan Outstanding Options ”) to become accelerated (in whole or in part) in accordance with the terms thereof as of a date which shall be specified by Company to be effective immediately prior to the Effective Time (the “ Specified Date ”) contingent upon the Merger, (ii) shall notify all holders of such 2007 Plan Outstanding Options that, effective as of such Specified Date and contingent upon the Merger, such holders must either exercise their vested 2007 Plan Outstanding Options as of such date, or their 2007 Plan Outstanding Options shall be unilaterally cancelled by Company, and that all unvested 2007 Plan Outstanding Options shall also be unilaterally cancelled by Company and (iii) shall take all necessary and appropriate actions to effectuate the foregoing. Such notice shall specifically inform holders of 2007 Plan Outstanding Options of their ability to exercise their 2007 Plan Outstanding Options through a “cashless” or “net share” exercise as provided by the terms and provisions of the 2007 Plan and their respective option agreements. Each outstanding option to purchase Company Common Stock which was issued under the Alogent Corporation 2001 Stock Incentive Plan (the “ 2001 Plan ”) (each such option being a “ 2001 Plan Outstanding Option ”) shall be cancelled immediately prior to the Effective Time pursuant to a written agreement between Company and the optionee holding such 2001 Plan Outstanding Option, pursuant to which such optionee shall agree to the cancellation immediately prior to the Effective Time of such option with no further rights with respect thereto in exchange for a single lump sum cash payment at Closing, subject to any applicable withholding taxes.

      Section 1.7 Delivery of Stock Certificates; Payment of Merger Consideration . Parent shall pay the Merger Consideration to the Company Shareholders as follows:

          (a) At the Closing, Parent shall pay directly to the Company Shareholders listed on Annex B in the table that appears directly under the heading “Accredited Investors” cash, Convertible Notes and Parent Shares (valued as provided in Section 1.4(a) ) in amounts equal to the Closing Payment Amount to be delivered to such Company Shareholders as set forth on Annex B , provided that each such Company Shareholder, on or before Closing, as a condition to receiving such consideration at Closing: (i) consents to the Merger under an appropriate document evidencing such consent delivered to Parent at Closing; (ii) signs and delivers an Investor Letter in substantially the form of Exhibit B addressed to Parent; and (iii) signs and delivers a letter of transmittal addressed to Parent, which letter of transmittal shall be accompanied by a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Stock (the “ Certificates ” and each, a “ Certificate ”) evidencing such holder’s ownership of the number of shares of Company Stock set forth opposite such Company Shareholder’s name on Annex B , and duly executed stock powers for such Certificates. The Certificates so surrendered shall forthwith be cancelled. After receipt of such materials, Parent shall, at Closing, in accordance with Annex B attached hereto, and subject to Section 1.9 : (i) pay by wire transfer or ACH to each such Company Shareholder the cash Merger Consideration to which such Company Shareholder is entitled; (ii) deliver to each such holder the Convertible Note to which such holder is entitled; and (iii) instruct its transfer agent in writing (a copy of which is delivered to Company at Closing), which such instruction shall be irrevocable and shall be in form and substance reasonably satisfactory to the Company, to deliver to each such Company Shareholder a stock certificate for the number of Parent Shares to which such holder is entitled, as soon as practicable after Closing.

          (b) At the Closing, Parent shall pay directly to the Company Shareholders listed on Annex B in the table that appears directly under the heading “Other Shareholders” cash in

amounts equal to the Closing Payment Amount to be delivered to such Company Shareholders as set forth on Annex B , provided that each such Company Shareholder, on or before Closing, as a condition to receiving such consideration at Closing: (i) consents to the Merger under an appropriate document evidencing such consent delivered to Parent at Closing, and (ii) signs and delivers a letter of transmittal addressed to Parent, which letter of transmittal shall be accompanied by a Certificate or Certificates evidencing such Company Shareholder’s ownership of the number of shares of Company Stock set forth opposite such Company Shareholder’s name on Annex B , and duly executed stock powers for such Certificates. The Certificates so surrendered shall forthwith be cancelled. After receipt of such materials, Parent shall, at Closing, in accordance with Annex B attached hereto, and subject to Section 1.9 , pay by wire transfer or ACH to each such Company Shareholder the cash Merger Consideration to which such Company Shareholder is entitled.

          (c) At the Closing, Parent shall deposit into the Company’s operating account for the benefit of the Company Shareholders listed on Annex B in the table that appears under the heading “Optionee Shareholders,” cash in the aggregate amount equal to the Closing Payment Amount to be delivered to all such Company Shareholders in the aggregate as set forth on Annex B . Such deposited amounts shall be held free and clear of all Liens and shall be delivered to Company’s payroll processor for immediate issuance of checks made payable to the order of each such Company Shareholder (each such check to be in the amount set forth opposite such Company Shareholder’s name on Annex B , less any required withholding taxes). Upon satisfaction of the requisite conditions specified in Section 1.7(f) for such Company Shareholder, Parent shall cause the check issued as described above to be delivered to such Company Shareholder.

          (d) At Closing, Parent shall deposit with the Escrow Agent, for the benefit of the Company Shareholders and the settlement of any Parent indemnification claims, cash and Convertible Notes in an aggregate amount equal to the Escrow Amount as provided in Section 1.4 .

          (e) Following Closing, Parent shall deliver as described in this Section 1.7(e) to the Company Shareholders listed on Annex B in the table that appears under the heading “Remaining Shareholders,” cash in amounts equal to the Closing Payment Amount to be delivered to such Company Shareholders as set forth on Annex B (which cash shall be equal to the portion of the aggregate Closing Payment Amount that remains after the payments and deliveries required by the foregoing provisions of this Section 1.7 ). At Closing, Parent shall deposit into a segregated account at a commercial banking institution reasonably satisfactory to the Company, which account shall be for the benefit of such Company Shareholders, and which account shall at all times be maintained free and clear of all Liens, the balance of the Merger Consideration that is not distributed at Closing pursuant to the above provisions of this Section 1.7 . Parent shall bear the cost and expense of maintaining such account and any and all interest earned at any time on the cash deposited into such account shall inure to the benefit of, and belong to, Parent.

          (f) As soon as reasonably practicable after the Effective Time and in any event within five (5) Business Days following the Effective Time, Parent and the Surviving Corporation shall mail to each holder of record of a Certificate or Certificates for which a letter of transmittal was not delivered to Parent at the Closing, which shares were converted into the right to receive such holder’s portion of the Merger Consideration as set forth on Annex B : (i) a letter of transmittal (which shall be in a form and have such other provisions as Parent may reasonably specify); and (ii) instructions as specified by Parent and Company for use in effecting the exchange of the Certificates for the Merger Consideration. At Closing, Company shall on behalf of such holder surrender Certificates for all outstanding Company Stock for cancellation to Parent. Upon delivery

of such letter of transmittal, duly completed and executed, and all other documents required by the instructions thereto, to Parent, the holder of each such Certificate shall be entitled to receive in exchange therefor, and Parent shall promptly distribute to such holder, the amount of cash to which such holder is entitled pursuant to Annex B attached hereto, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.7 , each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender such amount of the Merger Consideration an in such manner as set forth on Annex B , without interest.

          (g) Parent shall not be required to issue and no Company Shareholder shall be entitled to receive any Parent Shares or Convertible Notes if such holder does not return a completed Investor Letter in substantially the form of Exhibit B hereto to Company and Parent on or before Closing.

          (h) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Section 1.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Stock theretofore represented by such Certificates. At the close of business on the day of the Effective Time, the stock transfer books of Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Section 1.7 .

          (i) None of Parent, Merger Sub, or Company shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity), the Merger Consideration shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

          (j) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of indemnification or of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Parent will pay to the holder of such lost, stolen or destroyed Certificate, such holder’s Merger Consideration as set forth on Annex B .

          (k) If Parent is required to make a payment to a holder of a Certificate pursuant to this Section 1.7 , Parent shall promptly distribute (or shall instruct the Exchange Agent to distribute)

all such amounts to such holder in accordance with this Section 1.7 and with Annex B , without setoff or holdback of any kind (except withholding for taxes pursuant to subsection (l) below).

          (l) Parent shall deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any Company Shareholder such amounts as it is required by applicable law to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “ Code ”) or any provisions of any other Tax law. To the extent that amounts are so deducted and withheld by Parent, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Shareholder in respect to which such deduction and withholding were made by Parent.

      Section 1.8 Dissenters’ Rights . Notwithstanding anything in this Agreement to the contrary, Company Stock issued and outstanding immediately prior to the Effective Time held by a holder who shall not have voted to adopt this Agreement (or otherwise consented to it) and has the right to demand and has properly demanded payment for such shares in accordance with Sections 14-2-1321 and 14-2-1323 of the GBCC (“ Dissenting Shares ”) shall not be converted into the right to receive the Merger Consideration set forth in Section 1.5 , but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 14-2-1325 of the GBCC unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such right to payment, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration such holder is entitled to receive in accordance with Section 1.5 . Company shall give prompt notice to Parent of any demands received by Company for payment of shares of Company Stock, withdrawals of such demands and any other instruments served pursuant to the received by Company, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands.

      Section 1.9 Escrow Agreement

          (a) At the Effective Time, Parent shall deposit the $1,000,000 cash portion of the Escrow Amount into an interest bearing account, along with the $2,800,000 portion of the Escrow Amount composed of Convertible Notes (the “ Escrow Account ”), as specified in the Escrow Agreement (as defined below), at the Escrow Agent. The Escrow Agent shall hold the Escrow Amount pursuant to an escrow agreement to be entered into by Parent, the Shareholder Representative and the Escrow Agent on or before the Closing, substantially in the form attached hereto as Exhibit C (the “ Escrow Agreement ”).

          (b) The Escrow Amount shall be made available to Parent, on the terms set forth in the Escrow Agreement, to indemnify Parent and Surviving Corporation against, and to protect, save and keep harmless Parent from, and to assume liability for, the payment of all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including reasonable out of pocket attorneys’ fees and expenses) (“ Damages ”) as provided in Section 9.1 . Parent shall direct the Escrow Agent to make distributions out of the Escrow Amount to Parent (each, a “ Parent Escrow Distribution ”) in amounts equal to the amount of any indemnifiable Damages that are finally determined to be payable to Parent pursuant to Article IX hereof and in accordance with the Escrow Agreement. Parent Escrow Distributions shall be made from the cash in the Escrow Account and then from the remaining Escrow Funds (as defined in the

Escrow Agreement) in the Escrow Account, in accordance with the terms and provisions of the Escrow Agreement. Parent may raise claims for indemnification under this Section 1.9 and Article IX only during the 15-month period following the Closing Date. On the day that is the first Business Day following the date that is the 15-month anniversary of the Closing Date, Parent and the the Shareholder Representative shall jointly direct the Escrow Agent to make a distribution for the benefit of the Company Shareholders (other than the Non-Escrow Shareholders), in the manner set forth in the Escrow Agreement in an aggregate amount equal to the difference between the Escrow Amount, less all distributions made from the Escrow Amount prior to such date, less the total amount of all unresolved claims made by Parent as set forth on the Claims Schedule (as defined in the Escrow Agreement) delivered by Parent on or prior to the date that is the 15-month anniversary of the Closing Date.

          (c) On the later of (i) the first Business Day following the date which is the 15-month anniversary of the Closing Date, and (ii) the date on which all claims for Damages by Parent pursuant to Section 1.9 have been resolved in accordance with the Escrow Agreement (such date, the “ Final Distribution Date ”), the Shareholder Representative and Parent shall jointly direct the Escrow Agent to make a distribution to the Company Shareholders, in accordance with the provisions of the Escrow Agreement, in an aggregate amount equal to (1) the Escrow Amount plus all interest earned on such amount less (2) all distributions made from the Escrow Amount on or prior to the Final Distribution Date; provided, however, if the foregoing results in a negative number, then such escrow distribution shall be zero.

          (d) Any distributions from the Escrow Account to the Company Shareholders shall be distributed among the Company Shareholders as provided in the Escrow Agreement.

          (e) The Parties agree that the Escrow Amount has been established to satisfy the indemnification claims by Parent following the Closing. Parent acknowledges and agrees that other than with respect to Damages caused by fraud committed by Company or any officer, director or Company Shareholder acting on behalf of Company in connection with this Agreement or the Merger, upon the consummation of the Merger, Parent’s sole and exclusive remedy for any breach of any representation or warranty of Company contained in this Agreement or in any certificate or document executed in connection herewith shall be to seek indemnification out of the Escrow Amount, and Parent shall have no recourse against any Company Shareholder or any other Person personally in connection therewith. The Company Shareholders are intended third party beneficiaries of this provision. Payments made under this Section 1.9 shall be treated by each of the Parties as purchase price adjustments, and the Parties agree to file all Tax returns consistent with such treatment.

      Section 1.10 Adjustments to Merger Consideration . The Merger Consideration set forth in Section 1.4 above has been calculated pursuant to subsection (a) below and shall be subject to adjustment as set forth in subsections (b) and (c) below:

          (a) At the Closing, Company shall deliver to Parent a balance sheet (the “ Closing Date Balance Sheet ”) setting forth good faith estimates with respect to Company’s assets and liabilities as of the Closing Date. The Closing Date Balance Sheet will be prepared in accordance with the balance sheet included in the Interim Financial Statements, and shall be accompanied by a statement setting forth the calculation of the Closing Date Net Working Capital. If the Closing Date Net Working Capital is less than $1,900,000, the Closing Payment Amount has been reduced by the amount of such deficiency and, if the Closing Date Net Working Capital is more than $1,900,000, the Closing

Payment Amount has been increased by the amount of such overage. For purposes of this Agreement, “ Closing Date Net Working Capital ” means Company’s current assets less current liabilities (including deferred revenue balances) determined in accordance with the methodology used in the balance sheet included in the Interim Financial Statements.

          (b) Within sixty (60) days of the Closing Date, Parent will review the Closing Date Balance Sheet and the calculation of the Closing Date Net Working Capital and, if Parent disputes the calculation of the Closing Date Net Working Capital, Parent shall notify Company in writing (the “ Dispute Notice ”) of the amount, nature and basis of such dispute. Company shall have thirty (30) days from the receipt of the Dispute Notice to dispute Parent’s adjustment to the Closing Date Net Working Capital. If Company fails to dispute such adjustment within such time period, then the adjustment shall be final and conclusive. In the event of a dispute, Parent and Company shall first use their diligent good faith efforts to resolve such dispute between themselves. If the parties are unable to resolve the dispute within thirty (30) days after delivery of the Dispute Notice, then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by Parent and Company or, if Parent and Company fail or refuse to select a firm within ten (10) days after written request therefor by Parent or Company, such an independent nationally recognized accounting firm shall be selected in accordance with the rules of the American Arbitration Association (the “ Chosen Firm ”). All determinations pursuant to this section shall be in writing and shall be delivered to the parties. The Chosen Firm shall only resolve specific issues in dispute between the parties as set forth in the Dispute Notice in determining the Closing Date Net Working Capital. The determination of the Chosen Firm as to the resolution of any dispute shall be binding and conclusive upon all parties. A judgment on the determination made by the Chosen Firm pursuant to this section may be entered in and enforced by any court having jurisdiction over the matter. The fees and expenses of the Chosen Firm in connection with the resolution of disputes pursuant to this section shall be shared equally by Parent on one hand and Company on the other hand; provided, however, that if the Chosen Firm determines that one party has adopted a position or positions with respect to the calculation of Closing Date Net Working Capital that is frivolous or clearly without merit, the Chosen Firm may, in its discretion, assign a greater portion of any such fees and expenses to such party. The final amount of the Closing Date Net Working Capital as determined pursuant to this section shall be the “ Final Net Working Capital .”

          (c) If the Final Net Working Capital is less than the Closing Date Net Working Capital, then Parent shall recover such shortfall from the Escrow Account. If the Final Net Working Capital is more than the Closing Date Net Working Capital, then Parent shall pay the difference to the Company Shareholders, on a pro rata basis as provided in Section 1.9 , within five days of such determination.

ARTICLE II
CLOSING

      Section 2.1 Closing . The closing of the Merger (the “ Closing ”) will take place at the offices of Nelson Mullins Riley & Scarborough LLP in Atlanta, Georgia at 9:00 a.m. local time, on January 17, 2008, or at such other time and place as the Parties mutually agree. For purposes of this Agreement, (i) “ Closing Date ” means the date on which the Closing occurs, and (ii) “ Business Day ” means any day other than Saturday or Sunday or any other day on which banks in Atlanta, Georgia are legally permitted or required to be closed.

      Section 2.2 Effective Time . Upon the terms and subject to the conditions of this Agreement, the Parties shall deliver to (i) the Secretary of State of the State of Georgia a certificate of merger (the “ Certificate of Merger ”) contemporaneously with, or immediately after, the Closing, and shall make all other filings or recordings as may be required under the GBCC and any other applicable law in order to effect the Merger. The Merger will become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Georgia in accordance with the GBCC, or at such later time as the Parties may agree and as is provided in the Certificate of Merger. The time at which the Merger becomes effective is herein referred to as the “ Effective Time .”

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF COMPANY

     Except as disclosed in the Schedules attached hereto (it being understood that (i) any matter disclosed pursuant to any Schedule will be deemed to be disclosed pursuant to any other Schedule as and to the extent that it is readily apparent on the face of such disclosure that such disclosure is applicable to such other Schedule, and (ii) the disclosure of any item in the Schedules will not be deemed to be an admission or representation as to the materiality of the item so disclosed), Company represents to Parent and Merger Sub as follows:

      Section 3.1 Organization and Good Standing . Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia, with full corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. Company does not have any subsidiaries. Company is qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which the ownership of property or the conduct of its business, requires such qualification, except where the failure to be so qualified or to be in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect.

      Section 3.2 Authority; No Conflict .

          (a) Except for the approval of a majority of the Company’s Shareholders by execution of a written consent in accordance with the GBCC, and Company’s articles of incorporation and bylaws (the “ Shareholder Approval ”), the execution, delivery and performance of this Agreement, and all other documents executed or delivered in connection with the performance of this Agreement (the “ Transaction Documents ”) by Company and the consummation by Company of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of Company. This Agreement and the Transaction Documents have been, or when executed will be, duly executed and delivered by Company. This Agreement and the Transaction Documents constitute, or when executed and delivered by all parties hereto and thereto will constitute, the legal, valid and binding obligation of Company, enforceable against Company in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy laws, and other laws affecting creditors’ rights generally or by principles of equity. Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents and, subject to receipt of the Shareholder Approval, to consummate the transactions contemplated hereby and thereby. Annex B is true and correct.

          (b) Neither the execution and delivery of this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby will:

(i) violate or conflict with the articles of incorporation or bylaws of Company; (ii) violate or conflict with any federal, state or local law to which Company or the Company Business are subject; or (iii) except as set forth in Schedule 3.2(b) , violate or conflict with any Material Contract except for such violation or conflict as specified in clauses (ii) and (iii) as would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “ Material Adverse Effect ” with respect to a Party means any circumstance involving material and adverse change in or effect on the business, operations, properties, assets, financial condition or results of operations of such Party and its subsidiaries, considered collectively, or the ability to consummate the Merger and the transactions contemplated hereby. A Material Adverse Effect shall not include any effect that is due to any one or more of the following: (1) general changes in economic conditions or changes in the financial, software, services and technology industry or financial markets generally which do not have a materially disproportionate effect on a Party; (2) the effect of any change arising in connection with any “act of God” including, without limitation, weather, natural disasters and earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions; (3) changes, effects or events resulting from or arising out of the public announcement of the execution of this Agreement (including the identity of a Party); (4) with respect to a Party, any effect, event or change resulting from a breach of this Agreement or the Transaction Documents by such Party; or (5) any effect, event or change resulting from or arising out of any change in any law applicable to a Party.

      Section 3.3 Capitalization .

          (a) The authorized capital stock of Company consists of 17,125,000 shares of Company Common Stock and 4,989,831 shares of Company Preferred Stock, of which 2,083,333 shares are designated as Series A Preferred Stock, 1,453,249 shares are designated as Series B-1 Preferred Stock and 1,453,249 shares are designated Series B-2 Preferred Stock. As of the date of execution of this Agreement by Company (the “ Execution Date ”), there were 10,205,048 shares of Company Common Stock issued and outstanding, 2,083,333 shares of Series A Preferred Stock issued and outstanding, 968,833 shares of Series B-1 Preferred Stock issued and outstanding, and 484,416 shares of Series B-2 Preferred Stock issued and outstanding. As of the date of this Agreement, options to acquire 2,894,952 shares of Company Common Stock were outstanding pursuant to the terms of the 2007 Plan and options to acquire 40,000 shares of Company Common Stock were outstanding pursuant to the terms of the 2001 Plan (collectively “ Company Options ”). At the Effective Time, all Company Options will have been either exercised or terminated in accordance with the 2001 Plan and the 2007 Plan; no options to acquire shares of Company Common Stock will be outstanding; and neither Company nor Merger Sub nor Parent shall have any liability to the former holders of such Company Options related to the exercise or termination of such options. Immediately before the Effective Time, (i) 14,711,162 shares of Company Common Stock are issued and outstanding, no shares of Series A Preferred Stock are issued and outstanding, 968,833 shares of Series B-1 Preferred Stock are issued and outstanding, and 484,416 shares of Series B-2 Preferred Stock are issued and outstanding. Except as set forth above and on Schedule 3.3(a) (i) Company has no outstanding bonds, debentures, notes or other convertible securities of any kind or character, (ii) all issued and outstanding shares of Company Stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights; (iii) there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments that obligate Company to issue any additional shares of Company Stock; (iv) to the Knowledge of Company, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the

Company Stock; and (v) there are no outstanding bonds, debentures, notes or other obligations the holders of which have voting rights along with the Company Shareholders on any matters.

          (b)  Schedule 3.3(b) contains an accurate list of all of the Company Shareholders as of the Execution Date. As of the Execution Date, each such Company Shareholder is the record owner of the number of shares of Company Stock listed opposite his, her or its name on Schedule 3.3(b) .

      Section 3.4 Financial Statements . Attached as Schedule 3.4 are true and complete copies of (a) audited balance sheets of Company, and the related audited statements of income, changes in shareholders’ equity and cash flows of Company (including any related notes) for the three fiscal years ended December 31, 2006, 2005, and 2004, respectively, together with the reports of PriceWaterhouseCoopers, an independent registered public accounting firm (the “ Audited Financial Statements ”), and (b) an unaudited balance sheet of Company as at December 31, 2007 (the “ Interim Balance Sheet Date ”) and the related unaudited statements of income and cash flows for the periods then ended (the “ Interim Financial Statements ”). The Audited Financial Statements and the Interim Financial Statements, in all material respects (1) are in accordance with the books and records of Company as of the dates and for the periods indicated, (2) fairly present the financial position, results of operations and shareholders equity of Company as of the respective periods then ended; and (3) have been prepared in accordance with Company’s normal practices and in accordance with generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved, except as otherwise noted therein, and, in the case of the Interim Financial Statements, for the absence of footnotes, statements of changes in shareholders’ equity and other presentation items and for normal year-end adjustments.

      Section 3.5 Accounts Receivable . All accounts receivable reflected in the Audited Financial Statements and the Interim Financial Statement, and all accounts receivable arising between the date of the Interim Financial Statement and the date hereof, arose from bona fide transactions in the ordinary course of business and are not subject to any defenses, counterclaims, or rights of setoff other than those arising in the ordinary course of business or for which adequate reserves have been established. No such account receivable has been assigned or pledged to any other individual, corporation, partnership, limited liability company, firm, joint venture, association, trust, unincorporated organization or Governmental Entity (“ Person ”).

      Section 3.6 Real and Personal Property .

          (a)  Schedule 3.6(a) sets forth a list and location of all items of personal and mixed, tangible and intangible property, rights and assets of Company having an original or replacement cost or value greater than $50,000.00, other than Intellectual Property (as defined in Section 3.16 of this Agreement) (“ Rights and Assets ”). Company (i) has good and valid title to all Rights and Assets which it purports to own, and (ii) owns the Rights and Assets free and clear of all liens, charges, pledges, claims, encumbrances or security interests (“ Liens ”), except for (1) Liens that are not material in amount and do not interfere with normal use of the Rights and Assets in the Company Business, (2) Liens for Taxes not yet due and payable or which are being contested in good faith, (3) mechanics’, workmen’s or other like Liens, (4) licenses granted in the ordinary course of business, and (5) easements, permits, licenses, rights-of-way, restrictive covenants, reservations or encroachments or irregularities in, and other similar exceptions to title (“ Permitted Liens ”). All of the Rights and Assets, whether owned or leased, are in the possession or within the control of Company. No Related Party (as defined in Section 3.18(a)), has any claim or interest in any of the

rights or assets that are used or useful in the business conducted by Company (the “ Company Business ”).

          (b) Company does not own any real property. Schedule 3.6(b) contains a true and correct description of all real property leased by Company, including all improvements located thereon (the “ Leased Real Property ”). Company has valid and binding leases (the “ Real Property Leases ”) for each Leased Real Property, and (i) Company has the right under the Real Property Leases to occupy and use in the manner it currently operates and uses all Leased Real Property; (ii) Company is current with respect to all payments due under the Real Property Leases; (iii) Company has complied in all material respects with its obligations under the Real Property Leases; and (iv) there are no material defaults on the part of Company, and to the Knowledge of Company, on the part of any other party under any of the Real Property Leases that remain uncured. Parent has been furnished with true, correct and complete copies of all leases concerning the Leased Real Property.

          (c) The Rights and Assets and the leased premises at which Company operates its business are in good operating condition and repair, ordinary wear and tear excepted. Except as set forth on Schedule 3.6(c) , Company has only conducted the Company Business under its current name and maintains offices only at such locations as are identified on Schedule 3.6(c) and all of the Rights and Assets are currently located at those locations identified on Schedule 3.6(c) .

      Section 3.7 Taxes . Except as set forth in Schedule 3.7 :

          (a) For purposes of this Agreement, (i) “ Tax ” or “ Taxes ” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify and including liability for Taxes of any other Person under Treas. Reg. Section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, by contract, or otherwise; and (ii) “ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or other document (including any related or supporting information) with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

          (b) Company has, within the time and manner prescribed by law, (i) filed with the appropriate taxing authorities (or joined in the filing of) all Tax Returns required to be filed by it in respect of any Taxes, and each such Tax Return was complete and accurate in all material respects and (ii) paid in full all Taxes due and payable (whether or not shown on Tax Returns). Company is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where Company does not file Tax Returns that Company is or may be subject to taxation by that jurisdiction.

          (c) Company does not expect any authority to assess any additional Taxes against Company for any period for which Tax Returns have been filed. Company knows of no foreign, federal, state or local tax audits or administrative or judicial tax proceedings that are pending or being conducted with respect to Company. Company has not received from any foreign, federal, state or local taxing authority (in jurisdictions where Company has not filed Tax Returns) any written

(i) notice indicating an intent to open an audit or other review, (ii) request for information related to any Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against Company for taxable periods with respect to which the statute of limitations for the assessment or collection of Taxes is open. Company has delivered to Parent correct and complete copies of all federal income Tax Returns, examination reports from any taxing authority, and statements of deficiencies assessed against or agreed to by Company filed or received with respect to all taxable periods for which the statute of limitations for the assessment or collection of Taxes is open.

          (d) Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the assets or properties of Company. Company has withheld and paid, accrued or reserved on its books, all taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party.

          (e) Company is not a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G. Company has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). Company has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662. Company is not a party to or bound by any Tax allocation or sharing agreement. Company (i) has never been a member of an affiliated group filing a consolidated federal income Tax Return, or (ii) has no liability for the Taxes of any Person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

          (f) The unpaid taxes of Company have been adequately reserved in accordance with GAAP. Since the date of the Interim Balance Sheet, Company has not incurred any liability or Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

      Section 3.8 Employees .

          (a)  Schedule 3.8(a) sets forth a list of all current and former (within the last 12 months) full-time and part-time employees of Company, broken down by location and includes the name, title or position, years in service, salary, bonus and general benefits information for each such person (the “ Employees ”).

          (b) Company is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment or non-residents under the Immigration Reform and Control Act of 1986.

          (c) (i) There are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Company pending or, to the Knowledge of Company, threatened before any federal, state or local agency or court; (ii) Company

is not a party to any union or collective bargaining agreements, and, to the Knowledge of Company, no union attempts to organize the Employees have been made, nor are any such attempts threatened; (iii) Company has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of the Employees; and (iv) Company will not incur any liability or obligation to any Employee or violate any applicable laws (including without limitation the laws of the United States and the United Kingdom) respecting employment and employment practices as a result of the transactions contemplated by this Agreement.

      Section 3.9 Employee Benefits .

          (a)  U.S. Plans . Schedule 3.9(a) of this Agreement sets forth a complete and correct list of all “employee benefit plans”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), maintained by Company to which Company has any obligation or liability, contingent or otherwise; and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, stock award, stock option, stock purchase, severance, parachute, medical, vision, dental or other health plan, life insurance plan, flexible spending account, cafeteria plan, vacation or other material employee benefit policies or arrangements which Company maintains or to which Company has any obligation or liability (contingent or otherwise) (collectively referred to as the “ Company Plans ” and individually as a “ Company Plan ”).

     (i) None of the Company Plans is a multiemployer plan or a multiple employer plan. Company has not present liability due to a complete or partial withdrawal from a multiemployer plan or multiple employer plan or due to the termination or reorganization of a multiple employer plan, and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to Company.

     (ii) None of the Company Plans is a single employer plan and Company has no outstanding liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA, and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to Company.

     (iii) Each Company Plan intended to qualify under Section 401(a) of the Code, and the trust maintained pursuant thereto, has been determined to be so qualified and exempt from taxation under Section 501(a) of the Code, and nothing has occurred with respect to the operation of any such Company Plan that could reasonably be expected to adversely affect such qualification or tax-exempt status.

     (iv) All contributions (including all employer contributions and employee contributions) required to have been made by Company under the Company Plans or by law to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension), and all contributions for any period ending on or before the Closing Date which become due (including any valid extension) will have been paid by the Closing Date.

     (v) There has been no violation of ERISA or the Code with respect to the filing of applicable reports, documents or notices regarding the Company Plans with any

governmental authority of the furnishing of required reports, documents or notices to the participants or beneficiaries of the Company Plans.

     (vi) True, correct and complete copies of the following documents, with respect to each of the Company Plans, have been made available to Parent by Company if applicable: (A) all plans and related trust documents, and amendments thereto; (B) the most recent Forms 5500; (C) summary plans descriptions; and (D) and any written agreements, policies or practices.

     (vii) The Company Plans have been maintained and administered in all material respects in accordance with their terms and applicable laws, which include but are not limited to all the provisions of ERISA and the Code.

     (viii) There are no pending or, to the Knowledge of Company, threatened actions, claims or proceedings against or relating to any Company Plan, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Company Plans with respect to the operation of such plans (other than routine benefit claims).

     (ix) To the Knowledge of Company, neither Company nor any “party in interest” or “disqualified person” with respect to the Company Plans has engaged in a “prohibited transaction”, as defined in Section 4975 of the Code or Section 406 of ERISA, or taken any action, or failed to take any action, which could reasonably result in any material liability under ERISA or the Code.

     (x) No Company Plan is or ever has been subject to Section 412 of the Code, Section 302 or 303 of ERISA, or Title IV of ERISA; and the Company has no obligation or liability (contingent or otherwise) in connection with Section 412 of the Code, Section 302 or 303 of ERISA, or Title IV of ERISA.

     (xi) No Company Plan, including, without limitation, the 2007 Plan and the 2007 Plan Outstanding Options, is subject to Section 409A of the Code.

          (b)  Foreign Plans .

     (i) Schedule 3.9(b) sets forth each Foreign Benefit Plan (as defined below) and any other material agreement, program or arrangement which provides similar benefits to employees currently sponsored, maintained or contributed to by Company, or with respect to which Company has or may have any actual or contingent liability (including any such liabilities under any terminated plan or arrangement), but excluding any applicable statutory social security plans operated under public law, statute or regulation and any applicable industry-wide plans in the relevant jurisdiction.

     (ii) With respect to each Foreign Benefit Plan, Company has made available (or caused to be made available) current, accurate and complete copies of the governing documents for each such Foreign Benefit Plan, and in the case of any Foreign Benefit Plan that is not in written for