AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

AMONG

VEGAS HOLDING CORP.,

VEGAS MERGER SUB INC.

AND

DATED AS OF JUNE 9, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; INTERPRETATION			1
Section 1.1 Definitions			1
Section 1.2 Interpretation			8
ARTICLE II THE MERGER			8
Section 2.1 The Merger			8
Section 2.2 Closing			8
Section 2.3 Effective Time			9
Section 2.4 Effects of the Merger			9
Section 2.5 Certificate of Incorporation and By-laws; Officers and Directors			9
ARTICLE III EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS; SURRENDER OF CERTIFICATES			9
Section 3.1 Effect on Stock			9
Section 3.2 Surrender of Certificates			10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			13
Section 4.1 Organization			13
Section 4.2 Subsidiaries			13
Section 4.3 Capital Structure			13
Section 4.4 Authority			14
Section 4.5 Consents and Approvals; No Violations			15
Section 4.6 SEC Documents and Other Reports			15
Section 4.7 Absence of Changes			17
Section 4.8 Information Supplied			17
Section 4.9 Compliance with Laws			17
Section 4.10 Tax Matters			17
Section 4.11 Liabilities			19
Section 4.12 Litigation			19
Section 4.13 Benefit Plans			19
Section 4.14 State Takeover Statutes			20
Section 4.15 Intellectual Property			21
Section 4.16 Material Contracts			23
Section 4.17 Labor and Employment			23
Section 4.18 Real Estate			24
Section 4.19 Environmental Matters			24
Section 4.20 Affiliate Transactions			25
Section 4.21 Opinions of Financial Advisors			25
Section 4.22 Brokers			25
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB			25
Section 5.1 Organization			25
Section 5.2 Authority			25

TABLE OF CONTENTS
(continued)

		Page
Section 5.3 Consents and Approvals; No Violations			26
Section 5.4 Information Supplied			26
Section 5.5 Litigation			26
Section 5.6 Capitalization and Interim Operations of Sub			26
Section 5.7 Brokers			27
Section 5.8 Lack of Ownership of Company Common Stock			27
Section 5.9 Management Arrangements			27
ARTICLE VI COVENANTS RELATING TO CONDUCT OF BUSINESS			27
Section 6.1 Conduct of Business by the Company Pending the Merger			27
Section 6.2 No Solicitation			30
ARTICLE VII ADDITIONAL AGREEMENTS			32
Section 7.1 Treatment of Stock-Based Awards			32
Section 7.2 Stockholder Approval; Preparation of Proxy Statement			33
Section 7.3 Access to Information			34
Section 7.4 Fees and Expenses			35
Section 7.5 Public Announcements			36
Section 7.6 Transfer Taxes			36
Section 7.7 State Takeover Laws			36
Section 7.8 Indemnification; Directors and Officers Insurance			36
Section 7.9 Reasonable Best Efforts			37
Section 7.10 Antitrust Filing			38
Section 7.11 Financing			38
Section 7.12 Notification of Certain Matters			38
Section 7.13 Stockholder Litigation			38
Section 7.14 Employee Benefits			39
ARTICLE VIII CONDITIONS PRECEDENT			39
Section 8.1 Conditions to Each Party’s Obligation to Effect the Merger			39
Section 8.2 Conditions to the Obligations of the Company to Effect the Merger			40
Section 8.3 Conditions to the Obligations of Parent and Sub to Effect the Merger			40
ARTICLE IX TERMINATION AND AMENDMENT			42
Section 9.1 Termination			42
Section 9.2 Effect of Termination			43
Section 9.3 Amendment			43
Section 9.4 Extension; Waiver			43
ARTICLE X GENERAL PROVISIONS			43
Section 10.1 Non-Survival of Representations and Warranties and Agreements			43
Section 10.2 Notices			44
Section 10.3 Counterparts			44

TABLE OF CONTENTS
(continued)

		Page
Section 10.4 Entire Agreement; No Third-Party Beneficiaries			44
Section 10.5 Governing Law; Venue; Waiver of Jury Trial			45
Section 10.6 Assignment			46
Section 10.7 Severability			46
Section 10.8 Enforcement of this Agreement			46
Section 10.9 Obligations of Subsidiaries			47
Section 10.10 Construction			47
Section 10.11 GHEP Guarantee			47

AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER , dated as of June 9, 2008 (this “ Agreement ”), among Vegas Holding Corp., a Delaware corporation (“ Parent ”), Vegas Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Sub ”), and CAM Commerce Solutions, Inc., a Delaware corporation (the “ Company ”) (Sub and the Company being hereinafter collectively referred to as the “ Constituent Corporations ”). Except as otherwise set forth herein, capitalized (and certain other) terms used herein shall have the meanings set forth in Section 1.1 .

WITNESSETH:

     WHEREAS, the respective boards of directors of Parent, Sub and the Company have each approved the merger of Sub with and into the Company (the “ Merger ”), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of common stock, par value $0.001 per share, of the Company (the “ Company Common Stock ” or the “ Shares ”), other than Dissenting Shares (as defined herein) and Shares owned directly or indirectly by Parent or the Company, will be converted into the right to receive the Merger Consideration (as defined herein);

     WHEREAS, the respective boards of directors of the Constituent Corporations have each determined that this Agreement and the Merger are advisable and in the best interests of each corporation and their respective stockholders and recommended that their respective stockholders approve this Agreement; and

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

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each of Parent, Sub and the Company hereby agrees as follows:

ARTICLE I
DEFINITIONS; INTERPRETATION

     Section 1.1 Definitions . As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms.

     “ Acquisition Agreement ” has the meaning set forth in Section 6.2(c) .

     “ Adjustment ” has the meaning set forth in Section 3.1(e) .

     “ Adverse Recommendation Change ” has the meaning set forth in Section 6.2(c) .

     “ Affiliate ” means, with respect to any Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under Common Control with such Person.

     “ Aggregate Merger Consideration ” means the product of the Merger Consideration and the number of Shares issued and outstanding immediately prior to the Effective Time (excluding any Dissenting Shares and Shares to be cancelled pursuant to Section 3.1(b) ).

     “ Agreement ” has the meaning set forth in the introductory paragraph of this Agreement.

     “ Benefit Plan ” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and each other benefit or compensation plan, program, agreement or arrangement maintained, sponsored or contributed or required to be contributed to by the Company or with respect to which the Company has or could have any material obligation or liability.

     “ Business Day ” means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized by law to close in the City of New York.

     “ Certificate ” has the meaning set forth in Section 3.1(c) .

     “ Certificate of Merger ” has the meaning set forth in Section 2.3 .

     “ Closing ” has the meaning set forth in Section 2.2 .

     “ Closing Date ” has the meaning set forth in Section 2.2 .

     “ Code ” means the United States Internal Revenue Code of 1986.

     “ Company ” has the meaning set forth in the introductory paragraph of this Agreement.

     “ Company Board ” means the Board of Directors of the Company.

     “ Company Common Stock ” has the meaning set forth in the first recital of this Agreement.

     “ Company Employees ” has the meaning set forth in Section 7.14(a) .

     “ Company Employment Agreement ” has the meaning set forth in Section 4.13(b) .

     “ Company Financial Statements ” has the meaning set forth in Section 4.6(a) .

     “ Company Leased Real Property ” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property of the Company.

     “ Company Leases ” means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and

other agreements with respect thereto, pursuant to which the Company holds all or any portion of any Company Leased Real Property.

     “ Company Letter ” means the letter from the Company to Parent dated the date hereof, which letter relates to this Agreement and is designated therein as the Company Letter.

     “ Company Material Contract ” has the meaning set forth in Section 4.16 .

     “ Company Permits ” has the meaning set forth in Section 4.9 .

     “ Company Recommendation ” has the meaning set forth in Section 7.2(a) .

     “ Company Representatives ” has the meaning set forth in Section 6.2(a) .

     “ Company Requisite Vote ” has the meaning set forth in Section 4.4(c) .

     “ Company SEC Documents ” has the meaning set forth in Section 4.6(a) .

     “ Company Source Code ” has the meaning set forth in Section 4.15(g) .

     “ Company Stockholder Approval ” has the meaning set forth in Section 7.2(a) .

     “ Company Stock Incentive Plans ” means the Company’s 1993 Stock Option Plan and 2000 Stock Plan.

     “ Company Stock Options ” has the meaning set forth in Section 4.3(b)(ii) .

     “ Company Termination Fee ” means $7,233,358.32.

     “ Confidentiality Agreement ” has the meaning set forth in Section 7.3 .

     “ Constituent Corporations ” has the meaning set forth in the introductory paragraph of this Agreement.

     “ Control ” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by,” “under Common Control with” and “Controlling” have correlative meanings.

     “ DGCL ” means the Delaware General Corporation Law.

     “ Dissenting Shares ” has the meaning set forth in Section 3.1(d) .

     “ Dissenting Stockholder ” has the meaning set forth in Section 3.1(d) .

     “ Effective Time ” has the meaning set forth in Section 2.3 .

     “ Environmental Law ” means any applicable statute, law, common law, ordinance, regulation, rule, judgment, decree, or order of any Governmental Entity relating to any matter of

pollution, protection of the environment or environmental regulation or control or regarding Hazardous Substances or workplace health and safety.

     “ Environmental Permits ” means any permit, approval, authorization, license, variance or permission required from a Governmental Entity under any applicable Environmental Laws.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974.

     “ Exchange Act ” means the Securities Exchange Act of 1934.

     “ Exchange Fund ” has the meaning set forth in Section 3.2(a) .

     “ Expenses ” means the actual out-of-pocket fees and expenses incurred or paid by or on behalf of Parent in connection with the Merger or the consummation of any of the transactions contemplated by this Agreement, including all fees and expenses of law firms, commercial banks, investment banking firms, accountants, experts and consultants to Parent.

     “ GAAP ” means United States generally accepted accounting principles.

     “ GHEP ” means Great Hill Equity Partners III, L.P.

     “ Governmental Entity ” means any federal, state, local or foreign government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational, any stock exchange or any self-regulating entity supervising, organizing and supporting any stock exchange.

     “ Great Hill LLC ” has the meaning set forth in Section 7.4(b) .

     “ group ,” when referring to a group of Persons, has the meaning set forth in Section 13(d)(3) of the Exchange Act.

     “ Hazardous Substance ” means any material defined or regulated as toxic, dangerous, radioactive or hazardous, including any petroleum and petroleum products, under any applicable Environmental Law or any material that may serve as the basis for liability under Environmental Law.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

     “ Indemnified Person ” has the meaning set forth in Section 7.8(a) .

     “ Intellectual Property ” means all trademarks, service marks, trade names, trade dress, corporate names, logos and slogans, domain names and other source identifiers, internet web sites including all goodwill, translations, adaptations, derivations and combinations associated with the foregoing, copyrights and copyrightable works, software and computer programs (including source code, executable code, data, databases and documentation), mask works and other semiconductor chip rights, and similar rights, and registrations and applications to register or renew the registration of any of the foregoing, patents and patent applications, inventions (whether or not patentable and whether or not reduced to practice), invention disclosures,

technology, discoveries, improvements, methods and processes, trade secrets, confidential information, know-how and all other intellectual property rights.

     “ IRS ” means the United States Internal Revenue Service.

     “ Knowledge ” means the actual knowledge of the executive officers of the Company set forth in Section 1.1 of the Company Letter or the officers of Parent set forth in Section 1.1 of the Parent Letter, as the case may be.

     “ Liens ” means any pledges, claims, liens, charges, encumbrances, licenses, defects of title, restrictions on transfer, options to purchase or lease or otherwise acquire any interest, and security interests of any kind or nature whatsoever, except in the case of securities, for limitations on transfer imposed by federal or state securities laws.

     “ Material Adverse Change ” or “ Material Adverse Effect ” means, when used in connection with the Company or Parent, as the case may be, any change, effect or circumstance, either individually or in the aggregate, that is materially adverse to the business, properties, assets, financial condition or results of operations of the Company taken as a whole, or Parent and its Subsidiaries taken as a whole, as the case may be; provided , however , that to the extent any change, effect or circumstance is caused by or results from any of the following, it shall not be taken into account in determining whether there has been a “Material Adverse Change” or “Material Adverse Effect” with respect to the Company or Parent, as the case may be: (i) the entry into or the announcement of the execution of this Agreement, actions contemplated by this Agreement or the performance of obligations under this Agreement, (ii) any changes or effects arising out of or resulting from any legal claims or other proceedings made by any of the Company’s stockholders arising out of or related to this Agreement, the Merger or any other transactions contemplated hereby (iii) changes affecting the United States economy generally, (iv) any failure by the Company to meet published revenue or earnings projections, in and of itself (as opposed to the facts underlying such failure), (v) any change, in and of itself (as opposed to the facts underlying such change), in the market price or trading volume of the equity securities of the Company on or after the date hereof, (vi) the suspension of trading in securities generally in and of itself (as opposed to the facts causing such suspension of trading) on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (vii) any change in any applicable law, rule or regulation or GAAP or interpretation thereof after the date hereof, (viii) events, effects or circumstances to the extent specifically disclosed in a party’s disclosure schedules as of the date of this Agreement (provided such disclosures are materially correct), (ix) any action taken or omitted to be taken by the Company with Parent’s or Sub’s express written consent, and (x) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism involving or affecting the United States of America or any part thereof.

     “ Merger ” has the meaning set forth in the first recital of this Agreement.

     “ Merger Consideration ” has the meaning set forth in Section 3.1(c) .

     “ Notice Period ” has the meaning set forth in Section 6.2(d) .

     “ Parent ” has the meaning set forth in the introductory paragraph of this Agreement.

     “ Parent Letter ” means the letter from Parent to the Company dated the date hereof, which letter relates to this Agreement and is designated therein as the Parent Letter.

     “ Paying Agent ” has the meaning set forth in Section 3.2(a) .

     “ Permitted Liens ” means (i) Liens for Taxes or governmental assessments, charges or claims not yet due and payable or which are being contested in good faith, and for which adequate reserves or other appropriate provisions have been established in financial statements in accordance with GAAP, (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Persons and other Liens imposed by applicable law incurred in the ordinary course of business which are either for sums not yet delinquent, or being contested in good faith, and (iii) defects and irregularities of title and encumbrances that do not materially impair the use thereof for the purposes for which they are held.

     “ Person ” means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (including any person as defined in Section 13(d)(3) of the Exchange Act).

     “ principal executive officer ” has the meaning set forth in Section 4.6(b) .

     “ principal financial officer ” has the meaning set forth in Section 4.6(b) .

     “ Proxy Statement ” has the meaning set forth in Section 4.8 .

     “ Qualifying Confidentiality Agreement ” means an executed agreement with provisions requiring any Person receiving nonpublic information with respect to the Company to keep such information confidential, which provisions to keep such information confidential are no less restrictive in the aggregate to such Person than the Confidentiality Agreement is to Parent, its Affiliates, and their respective personnel and representatives, provided that no such confidentiality agreement shall conflict with any rights of Parent or Sub or obligations of the Company under this Agreement.

     “ RBC ” has the meaning set forth in Section 4.21 .

     “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002.

     “ SEC ” means the Securities and Exchange Commission.

     “ Securities Act ” means the Securities Act of 1933.

     “ Shares ” has the meaning set forth in the first recital of this Agreement.

     “ Software ” means any and all (i) computer programs, libraries and middleware, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing and (iv) all

programmer and user documentation, including user manuals and training materials, relating to any of the foregoing.

     “ Software Product ” means any Software, or any portion or version thereof, that has been or is leased, licensed or sold, or currently proposed to be leased, licensed or sold, by the Company to any Person as of the Effective Time including Retail Star, Retail ICE, Star Accounting, iStar, X-Change, Profits, CAM-32, MicroBiz and WorkPro Software Products.

     “ Stockholders Meeting ” has the meaning set forth in Section 7.2(a) .

     “ Sub ” has the meaning set forth in the introductory paragraph of this Agreement.

     “ Subsidiary ” of any Person means another Person, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is owned or controlled directly or indirectly by such first Person and/or by one or more of its Subsidiaries.

     “ Superior Proposal ” means a bona fide proposal or offer from any Person (other than Parent and its Affiliates) relating to any direct or indirect acquisition or purchase, for consideration consisting of cash and/or securities, of 50% or more of the consolidated assets of the Company or more than 50% of the voting power of the Shares then outstanding, including by means of any tender or exchange offer that if consummated would result in any Person (other than Parent and its Affiliates) beneficially owning Shares with more than 50% of the voting power of the Shares then outstanding and, in each case, that is on terms that the Company Board determines in its good faith judgment (after consultation with its financial advisor and its outside counsel) (i) is reasonably expected to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and (ii) if consummated, would result in a transaction more favorable to the stockholders of the Company from a financial point of view than the transaction contemplated by this Agreement (after taking into account any revisions to the terms of the transaction contemplated by this Agreement agreed to by Parent pursuant to Section 6.2(d) ).

     “ Surviving Corporation ” has the meaning set forth in Section 2.1 .

     “ Takeover Proposal ” means any bona fide proposal or offer from any Person (other than Parent and its Affiliates) relating to (i) any direct or indirect acquisition or purchase of 20% or more of the assets of the Company or 20% or more of the voting power of the Shares then outstanding, including any tender offer or exchange offer that, if consummated, would result in any Person (other than Parent and its Affiliates) beneficially owning Shares with 20% or more of the voting power of the Shares then outstanding, or (ii) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or similar transaction involving the Company pursuant to which any Person or the stockholders of any Person would own 20% or more of any class of equity securities of the Company or of any resulting parent company of the Company, in each case other than the transactions contemplated by this Agreement.

     “ Tax ” and “ Taxes ” means any federal, state, local or foreign net income, estimated, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license,

excise, stamp, franchise, employment, payroll, withholding, social security (or similar, including FICA), alternative or add-on minimum or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Entity.

     “ Tax Return ” means any return, declaration, report or similar statement filed or required to be filed with respect to any Tax including any information return, claim for refund, amended return or declaration of estimated Tax and any attachments or supplements to any of the foregoing.

     “ Termination Date ” has the meaning set forth in Section 9.1(b)(i) .

     “ Transfer Taxes ” has the meaning set forth in Section 7.6 .

     Section 1.2 Interpretation . For purposes of this Agreement, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (ii) the word “or” is not exclusive and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, a reference herein: (i) to an Article or Section means an Article and Section of this Agreement, (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement, (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any rules or regulations promulgated thereunder and (iv) all references to “dollars” or “$” or any similar reference or designation contained therein means United States dollars. Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.

ARTICLE II
THE MERGER

     Section 2.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Sub shall be merged with and into the Company at the Effective Time, pursuant to which the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “ Surviving Corporation ”) and shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with the DGCL.

     Section 2.2 Closing . The closing of the Merger (the “ Closing ”) will take place at 10:00 a.m. (Central Time) on a date mutually agreed to by Parent and the Company, which shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, unless another date, time or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to as the “ Closing Date ”.

     Section 2.3 Effective Time . The Merger shall become effective upon the filing of a certificate of merger (the “ Certificate of Merger ”), executed in accordance with the relevant provisions of the DGCL with the Secretary of State of the State of Delaware, or at such later time as Sub and the Company shall agree and is specified in the Certificate of Merger. When used in this Agreement, the term “ Effective Time ” shall mean the later of the date and time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or such later time established by the Certificate of Merger. The filing of the Certificate of Merger shall be made as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in Article VIII (but in no event on a date prior to the Closing Date unless otherwise agreed to by the Company and Sub).

     Section 2.4 Effects of the Merger . The Merger shall have the effects set forth in the DGCL and this Agreement.

     Section 2.5 Certificate of Incorporation and By-laws; Officers and Directors .

     (a) The certificate of incorporation of the Company shall be amended and restated as a result of the Merger so as to read in its entirety as set forth in Exhibit A hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

     (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided by the certificate of incorporation or by-laws of the Surviving Corporation or by applicable law.

     (c) The parties hereto shall take all actions necessary so that the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earliest of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

     (d) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earliest of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

ARTICLE III
EFFECT OF THE MERGER ON THE STOCK OF THE
CONSTITUENT CORPORATIONS; SURRENDER OF CERTIFICATES

     Section 3.1 Effect on Stock . As of the Effective Time, by virtue of the Merger and the DGCL and without any action on the part of any of Parent, Sub, the Company or the holders of any securities of the Constituent Corporations:

     (a) Capital Stock of Sub . Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

     (b) Treasury Stock and Parent Owned Stock . Each Share that is owned by the Company and held in its treasury and each Share that is owned by Parent, Sub or any other wholly-owned Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

     (c) Conversion of Shares . Subject to Section 3.1(d) and except as otherwise agreed to by the Company and a holder of Shares, each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares), shall be cancelled and be converted into the right to receive in cash, without interest, $40.50 per Share (the “ Merger Consideration ”). As of the Effective Time, each such Share shall be converted into the right to receive the Merger Consideration and cancelled in accordance with this Section 3.1(c) , and when so cancelled, shall no longer be outstanding and shall automatically cease to exist, and each holder of a certificate representing any such Shares (a “ Certificate ”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for each such Share, without interest.

     (d) Shares of Dissenting Stockholders . Any issued and outstanding Shares held by a Person (a “ Dissenting Stockholder ”) who has not voted in favor of approval of this Agreement and objects to the Merger and complies with all the provisions of the DGCL concerning the right of holders of Shares to dissent from the Merger and obtain payment for their Shares (“ Dissenting Shares ”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.1(c) , but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for payment or fails to perfect or otherwise loses its right of payment, in any case pursuant to the DGCL, its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for each such Share, without interest. The Company shall give Parent prompt notice of any demands for payment of Dissenting Shares received by the Company. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands.

     (e) Adjustment . If, between the date of this Agreement and the Effective Time, there is a recapitalization, reclassification, stock split, stock dividend, subdivision, combination or exchange of shares with respect to, or rights issued in respect of, the Shares (each, an “ Adjustment ”), the Merger Consideration shall be adjusted accordingly, without duplication, to provide the holders of Shares with the same economic effect as contemplated by this Agreement prior to such Adjustment.

     Section 3.2 Surrender of Certificates .

     (a) Paying Agent . Prior to the Effective Time, Parent shall designate a bank or trust company that shall be reasonably satisfactory to the Company to act as paying agent in the Merger (the “ Paying Agent ”), and, as of the Effective Time, Parent shall

deposit, or cause the Surviving Corporation to deposit, with the Paying Agent a cash amount in immediately available funds equal to the Aggregate Merger Consideration (the “ Exchange Fund ”). Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Sub or, after the Effective Time, the Surviving Corporation; provided , however , that such investments shall only be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Moody’s Investors Service, Inc. or Standard & Poor’s Corporation or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months (it being understood that any and all interest or income earned on funds made available to the Paying Agent pursuant to this Agreement shall be remitted to Parent). To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the Aggregate Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments.

     (b) Exchange Procedure . As soon as practicable after the Effective Time (and in any event within three Business Days thereof), the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or the making of affidavits of loss in lieu thereof) to the Paying Agent and shall be in a form and have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration as provided in Section 3.1 . Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1 , and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the 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 the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2 , each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1 . No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate (or an affidavit of loss in lieu thereof). Each of Parent, the Paying Agent or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares

such amounts as it is required to deduct and withhold with respect to the payment of such consideration under the Code (and the rules and regulations promulgated thereunder) or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld, such withheld amounts 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. As promptly as practicable after the Effective Time, the Paying Agent will mail to each holder of Shares represented by book-entry on the records of the Company or the Company’s transfer agent, on behalf of the Company, other than Dissenting Shares, a check in the amount of the Merger Consideration with respect to each such Share so held.

     (c) No Further Ownership Rights in Shares . All Merger Consideration paid upon the surrender of Certificates (or affidavits of loss in lieu thereof) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, (i) holders of Shares shall cease to have any rights as stockholders of the Company, (ii) the stock transfer books of the Company shall be closed and (iii) there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article III .

     (d) Termination of Exchange Fund . Any portion of the Exchange Fund that remains undistributed to the holders of Shares for twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holders of Shares (other than Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares) who have not theretofore complied with this Article III and the instructions set forth in the letter of transmittal mailed to such holders after the Effective Time shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for payment of the Merger Consideration to which they are entitled, without interest.

     (e) No Liability . None of Parent, Sub, the Company, the Surviving Corporation or the Paying Agent 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.

     (f) Lost, Stolen or Destroyed Certificates . 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 required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the cash payment into which the Shares represented by such Certificate shall have been converted pursuant to Section 3.1 .

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except (i) as set forth in the corresponding section of the Company Letter, it being understood that matters disclosed pursuant to one section of the Company Letter shall be deemed disclosed with respect to any other section of the Company Letter where it is reasonably apparent that the matters so disclosed are applicable to such other section, (ii) as disclosed in the Company SEC Documents filed with or furnished to the SEC prior to the date hereof (without regard to (1) any exhibits thereto, (2) any items included therein that are incorporated by reference to Company SEC Documents which are not available electronically at the SEC website located at www.sec.gov and (3) disclosures in the “Risk Factors” section or other sections of such filings to the extent that they are forward-looking in nature (it being understood, however, that such exclusions shall not apply to any disclosure expressly made in the Company Letter) or (iii) as expressly contemplated or expressly permitted under this Agreement or any agreement contemplated hereby, the Company hereby represents and warrants to Parent and Sub as follows:

     Section 4.1 Organization . The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted, except where the failure to be in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger. The Company has made available to Parent complete and correct copies of the certificate of incorporation and by-laws of the Company as amended through the date hereof.

     Section 4.2 Subsidiaries . The Company does not own, directly or indirectly, any capital stock or other ownership interest in any Person, except for the passive ownership of marketable securities, the ownership of which is not material to the business of the Company.

     Section 4.3 Capital Structure .

     (a) The authorized shares of the Company consists of 12,000,000 shares of Company Common Stock.

     (b) At the close of business on June 9, 2008:

     (i) 4,140,250 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of statutory and contractual preemptive rights; and

     (ii) 324,786 shares of Company Common Stock were reserved for issuance pursuant to outstanding options to purchase Company Common Stock granted under the Company Stock Incentive Plans (collectively, the “ Company Stock Options ”).

     (c) The Company Letter sets forth a correct and complete list as of the close of business on June 9, 2008 of (i) each outstanding Company Stock Option and (ii) whether it is exercisable. No Company Stock Option provides for the deferral of compensation within the meaning of Treas. Reg. §1.409A-1(b)(5)(i)(A).

     (d) Since the close of business on June 9, 2008, the Company has not issued or reserved for issuance any shares of Company Common Stock other than upon the exercise of Company Stock Options. Since June 9, 2008, there have been no changes to the information set forth in Section 4.3 of the Company Letter, except as a result of the exercise or settlement of any Company Stock Options.

     (e) Except as set forth in Section 4.3(b) , as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements, undertakings or contractual rights the value of which are based on the value of the capital stock or other voting securities of the Company of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement, undertaking or contractual right. To the Knowledge of the Company, there are no voting trusts, proxies, stockholder rights plans or other arrangements relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock of the Company.

     (f) Except pursuant to the terms of the Company Stock Incentive Plans, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or equity interests of the Company.

     (g) There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Company’s stockholders may vote.

          Section 4.4 Authority .

     (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of this Agreement by the Company Requisite Vote, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of this Agreement by the Company Requisite Vote. This Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by Parent and Sub) constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the

enforcement of creditors’ rights generally and (ii) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

     (b) The Company Board, at a meeting duly called and held, subject to the terms and conditions set forth elsewhere in this Agreement, has (i) approved and declared this Agreement, the Merger and the other transactions contemplated hereby advisable and in the best interests of the Company’s stockholders and (ii) resolved to recommend to the stockholders of the Company that they approve this Agreement, and has not subsequently rescinded or modified such approval or resolution in any way, subject to the right of the Company Board to withdraw or modify its recommendation in accordance with the terms of this Agreement.

     (c) The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding and entitled to vote at the Stockholders Meeting approving this Agreement (the “ Company Requisite Vote ”) is the only vote of the holders of any class or series of the Company’s shares of capital stock necessary to approve this Agreement, the Merger and the transactions contemplated hereby.

          Section 4.5 Consents and Approvals; No Violations .

     (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) result in any breach of any provision of the certificate of incorporation or by-laws of the Company, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company is a party or by which it or any of its properties or assets are bound or (iv) violate any law, order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, or any of its properties or assets.

          Section 4.6 SEC Documents and Other Reports .

     (a) The Company has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since September 30, 2005 under the Securities Act or the Exchange Act (the “ Company SEC Documents ”). As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date so filed, and at the time filed with the SEC (or, if amended, or superseded by another Company SEC Document, prior to the date of this Agreement, as of the respective filing date of such amendment or Company SEC Document), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents (if amended prior to the date of this

Agreement, as amended) (the “ Company Financial Statements ”) complied as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

     (b) The Company is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act by which the Company is required to comply. Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes-Oxley Act, as applicable, with respect to the Company SEC Documents, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, “ principal executive officer ” and “ principal financial officer ” have the meanings given to such terms in the Sarbanes-Oxley Act.

     (c) The Company maintains internal control over financial reporting as required by Rule 13a-15 under the Exchange Act and this system of internal control over financial reporting is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could materially affect the Company’s financial statements.

     (d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and such disclosure controls and procedures are designed to ensure that (i) material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports.

     Section 4.7 Absence of Changes . Since September 30, 2007, the Company has conducted its business in all material respects in the ordinary course consistent with past practice, and there has not been (a) any change or event that has had or would reasonably be expected to have a Material Adverse Change with respect to the Company, (b) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock or other equity interest or any redemption, purchase or other acquisition of any of its capital stock or other equity interest, (c) any split, combination or reclassification of any of its capital stock or other equity interest or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity interest, (d) any material change in accounting methods, principles or practices used by the Company affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, or (e) any amendments or changes in the certificate of incorporation or by-laws of the Company.

     Section 4.8 Information Supplied . None of the information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Stockholders Meeting (together with any amendments or supplements thereto, the “ Proxy Statement ”) will, at the time the Proxy Statement is first mailed to the Company’s stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or Sub or any of their representatives in writing specifically for inclusion therein. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act.

     Section 4.9 Compliance with Laws . To the Knowledge of the Company, the Company is not, and since January 1, 2005 has not been, in material violation of any law, ordinance or regulation of any Governmental Entity. The Company has in effect all federal, state, local and foreign governmental licenses, authorizations, consents, permits and approvals necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted, except where the failure to have such license, authorization, consent, permit or approval would not result in a Material Adverse Effect on the Company (collectively, “ Company Permits ”), and no material default has occurred under any such Company Permit.

     Section 4.10 Tax Matters .

     (a) The Company has timely filed or caused to be filed (after taking into account all applicable extensions) all Tax Returns required to be filed by it, and such Tax Returns are true, correct and complete in all material respects. The Company has paid or caused to be paid all Taxes due and payable whether or not shown as due on any Tax Returns. No deficiencies for any Taxes have been asserted in writing, proposed in writing or assessed in writing against the Company that have not been paid or otherwise settled.

     (b) There are no audits, examinations or other proceedings relating to any Taxes of the Company by any taxing authority in progress or threatened in writing, and to the Knowledge of the Company, no such audit, examination or other proceeding is

otherwise threatened or pending. The Company is not a party to any litigation or pending litigation or administrative proceeding relating to Taxes.

     (c) The Company has not distributed the stock of any corporation, or has had its stock distributed by another Person, in a transaction within the past three years that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

     (d) Except as set forth on Section 4.10 of the Company Letter, no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement (either alone or in combination with any other event) and no Benefit Plan provides for any additional amounts to be paid with respect to any Tax imposed under Section 4999 of the Code. The Company has not incurred any obligation to make (or possibly make) any payments that (A) will be non-deductible under, or would otherwise constitute a “parachute payment” within the meaning of, Section 280G of the Code without regard to the exceptions set forth in Section 280G(b)(4) of the Code (or any corresponding provision of state, local or foreign income Tax law) or (B) are or may be subject to the imposition of an excise tax under Section 4999 of the Code. To the Knowledge of the Company, the deduction of any amounts paid with respect to any calendar year will not be disallowed under Section 162(m) of the Code.

     (e) Each deferred compensation arrangement subject to the provisions of Section 409A of the Code and with respect to which the Company is a “service recipient” (within the meaning of Section 409A of the Code) is in compliance with the applicable provisions of Section 409A of the Code and the Company has not been required to withhold any Taxes due as a result of a failure to comply with Section 409A of the Code.

     (f) The Company has not engaged in a “listed transaction” as defined in Treasury Regulation Section 1.6011-4(b)(2).

     (g) The Company is not a party to or bound by any tax indemnity agreement or any agreement providing for the allocation or sharing of Taxes with any Person other than the Company under which the Company would reasonably be expected to have liability for Taxes after the Closing. The Company has not been a member of any “affiliated group” (as defined in Section 1504(a) of the Code or any similar provision of state, local or foreign law) or any combined, consolidated or unitary group (other than a group the common parent of which was the Company), and the Company does not have any liability for the Taxes of any other Person as a successor, a transferee, by contract, under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), or otherwise.

     (h) The Company has not waived any statutory period of limitations for the assessment of any Tax or agreed to any extension of time with respect to a Tax assessment or deficiency, nor is any request to so waive or extend outstanding.

     (i) There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company. All Taxes that the Company is obligated to withhold from amounts owing to any employee, creditor or third party have been fully paid or properly accrued and all Forms W-2 and 1099 (or other applicable forms) with respect thereto have been properly completed and timely filed.

     (j) The unpaid Taxes of the Company (A) did not, as of the latest balance sheet reflected in the Company Financial Statements exceed the reserve for Taxes set forth on the face of such balance sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing their Tax Returns. Since the date of the most recent Company Financial Statements, the Company has not incurred any liability for Taxes outside the ordinary course of business.

     (k) To the Knowledge of the Company, no claim has been made by any authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

     Section 4.11 Liabilities . The Company does not have any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto, other than liabilities and obligations (a) set forth in the Company’s consolidated balance sheet for the quarter ended March 31, 2008 included in the Company SEC Documents that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, (b) incurred in the ordinary course of business since September 30, 2007 (none of which is a liability for breach of contract, breach of warranty, tort or infringement or a claim or lawsuit), or (c) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement.

     Section 4.12 Litigation . There is no suit, action, proceedi