Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

MCDONALD BRADLEY, INC.

INFODATA ACQUISITION, INC.

AND

INFODATA SYSTEMS INC.

DATED AS OF JUNE 20, 2005

TABLE OF CONTENTS

		Page No.
ARTICLE I	THE MERGER	1
1.1	The Merger	1
1.2	Closing	2
1.3	Effective Time	2
1.4	Effect of the Merger	2
1.5	Articles of Incorporation; Bylaws	2
1.6	Directors and Officers	2
1.7	Conversion of the Company Common Stock, Etc.	3
1.8	Stock Option Plan and Stock Company Purchase Plan	4
1.9	Adjustments	5
1.10	Surrender of Certificates	5
1.11	Further Ownership Rights in Company Common Stock	6
1.12	Lost, Stolen or Destroyed Certificates	7
1.13	Further Assurances	7
ARTICLE II	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	7
2.1	Organization and Qualifications; Subsidiaries	7
2.2	Articles of Incorporation and Bylaws	8
2.3	Capitalization	8
2.4	Authority; Enforceability	10
2.5	Required Vote	10
2.6	No Conflict; Required Filings and Consents	11
2.7	Material Agreements	11
2.8	Government Contracts	12
2.9	Compliance with Laws	16
2.10	SEC Filings; Financial Statements	16
2.11	Absence of Certain Changes or Events	18
2.12	No Undisclosed Liabilities	18
2.13	Litigation	18
2.14	Employee Benefit Plans	19
2.15	Employee Matters	21
2.16	Proxy Statement	23
2.17	Absence of Restrictions on Business Activities	23
2.18	Title to Assets; Leases	23
2.19	Taxes	24
2.20	Environmental and Safety Matters	26
2.21	Intellectual Property	27
2.22	Insurance	28
2.23	No Restrictions on the Merger; Takeover Statutes	29
2.24	Brokers	29
2.25	Certain Business Practices	29
2.26	Interested Party Transactions	30

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2.27	Opinion of the Financial Advisor	30
2.28	Disclosure	30
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB	30
3.1	Organization and Qualification	30
3.2	Authority; Enforceability	31
3.3	No Conflict; Required Filings and Consents	31
3.4	Absence of Litigation	31
;3.5	Proxy Statement	32
3.6	Brokers	32
3.7	Merger Consideration	32
ARTICLE IV	CONDUCT OF BUSINESS PENDING THE MERGER	32
4.1	Conduct of Business by the Company Pending the Merger	32
4.2	Solicitation of Other Proposals	35
ARTICLE V	ADDITIONAL AGREEMENTS	37
5.1	Proxy Statement	37
5.2	Company Stockholders' Meeting	38
5.3	Access to Information; Confidentiality	40
5.4	Reasonable Best Efforts; Further Assurances	40
5.5	Employee Benefits	42
5.6	Notification of Certain Matters	42
5.7	Public Announcements	43
5.8	Takeover Laws	43
5.9	Indemnification; Directors and Officer Insurance	44
5.10	Voting Agreement	44
5.11	Termination of Registration Rights	45
ARTICLE VI	CONDITIONS OF MERGER	45
6.1	Conditions to Obligation of Each Party to Effect the Merger	45
6.2	Additional Conditions to Obligations of Parent and Merger Sub.	45
6.3	Additional Conditions to Obligations of the Company	48
ARTICLE VII	TERMINATION, AMENDMENT AND WAIVER	48
7.1	Termination	48
7.2	Effect of Termination	50
7.3	Fees and Expenses	50
7.4	Amendment	53
7.5	Waiver	54

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ARTICLE VIII	GENERAL PROVISIONS	54
8.1	Survival of Representations and Warranties	54
8.2	Notices	54
8.3	Disclosure Schedules	55
8.4	Certain Definitions	55
8.5	Interpretations	61
8.6	Severability	62
8.7	Entire Agreement	62
8.8	Assignment	62
8.9	Parties in Interest	62
8.10	Failure or Indulgence Not Waiver; Remedies Cumulative	62
8.11	Governing Law; Enforcement	62
8.12	Counterparts	63

EXHIBITS

COMPANY DISCLOSURE SCHEDULE

ss.2.1 (B) ss.2.3 (A) ss.2.3 (B) ss.2.3 (B) ss.2.6 (A) ss.2.6 (B) ss.2.7 (A) ss.2.8 (A) ss.2.9 (A) ss.2.10 (C) ss.2.11 (A) ss.2.11 (B) ss.2.12 ss.2.13 ss.2.14 (A), (J) & (K) ss.2.15 (A), (C) & (E) ss.2.17 ss.2.18 (A) ss.2.18 (B) ss.2.19 (F) & (J) ss.2.21 (B), (C), (D) (E) & (F)

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ss.2.22 ss.2.24 ss.2.26 ss.4.1 (O)

PARENT DISCLOSURE SCHEDULE

ss.6.2(F)

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AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2005 (the “Agreement”), among MCDONALD BRADLEY, INC., a Virginia corporation (“Parent”), INFODATA ACQUISITION, INC., a Virginia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and INFODATA SYSTEMS INC., a Virginia corporation (the “Company”).

        WHEREAS, the Boards of Directors of Parent, Merger Sub and the Company have each determined that it is desirable and in the best interests of each of them and their respective shareholders for Parent to acquire the Company upon the terms and subject to the conditions set forth herein;

        WHEREAS, in furtherance of such acquisition, (x) the Boards of Directors of Parent, Merger Sub and the Company have each adopted, approved and declared advisable the merger (the “Merger”) of Merger Sub with and into the Company, in accordance with the Virginia Stock Corporation Act, as amended, of the Commonwealth of Virginia (the “VSCA”) and subject to the conditions set forth herein, which Merger will result in, among other things, the Company becoming a wholly owned subsidiary of Parent and (y) the Boards of Directors of Merger Sub and the Company have recommended approval of the Merger and this Agreement, including the related Plan of Merger (as defined below), by their respective shareholders;

        WHEREAS, as a condition to the willingness of, and an inducement to, Parent and Merger Sub to enter into this Agreement, contemporaneously with the execution and delivery of this Agreement, certain holders of Company Common Stock (as defined herein) are entering into a Voting Agreement dated as of the date hereof (the “Voting Agreement”) in the form of Exhibit A attached hereto, providing for certain actions relating to the transactions contemplated by this Agreement; and

        WHEREAS, the parties desire to make certain representations, warranties 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 representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

THE MERGER

        1.1 The Merger . At the Effective Time (as defined in Section 1.3) and subject to and upon the terms and conditions of this Agreement and the VSCA, (a) Merger Sub shall merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease, (b) the Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue to be governed by Virginia law as a wholly owned subsidiary of Parent and (c) the separate corporate existence of the Company with all of its assets, property rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in this Article I.

        1.2 Closing. Unless this Agreement shall have been terminated and the transactions contemplated by this Agreement abandoned pursuant to the provisions of Article VII, and subject to the provisions of Article VI, the closing of the Merger (the “Closing”) will take place at 10:00 a.m. (Eastern time) on a date (the “Closing Date”) to be mutually agreed upon by the parties, which date shall be no later than the third Business Day after all the conditions set forth in Article VI shall have been satisfied (or waived in accordance with Section 7.5, to the extent the same may be waived), unless another time and/or date is agreed by the parties hereto. The Closing shall take place at the offices of Brett L. Antonides, P.C., 2250 Corporate Park Drive, Suite 501, Herndon, VA 20171, or such other place as the parties hereto otherwise agree.

        1.3 Effective Time . As promptly as practicable after the satisfaction or, to the extent permitted hereunder, waiver of the conditions set forth in Article VI, the parties hereto shall cause the Merger to be consummated by (i) executing and filing on the Closing Date articles of merger (the “Articles of Merger”) meeting the requirements of Section 13.1-720 of the VSCA in the form attached hereto as Exhibit B , together with a copy of this Agreement and Plan of Merger (the “Plan of Merger”) meeting the requirements of Section 13.1-716 of the VSCA, and (ii) making such other filings and taking such other actions as may be required by law to make the Merger effective. The Merger shall become effective upon the issuance of a certificate of merger by the State Corporation Commission of the Commonwealth of Virginia in accordance with the VSCA or at such later date and time as the parties hereto shall have agreed upon and designated in the Articles of Merger as the effective time of the Merger (the “Effective Time”).

        1.4 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the VSCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

        1.5 Articles of Incorporation; Bylaws . Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time and without any further action on the part of the parties hereto, (a) the Articles of Incorporation of the Surviving Corporation shall be amended to read in its entirety as set forth in Exhibit C attached hereto until thereafter amended as provided by the VSCA and (b) the Bylaws of Merger Sub as set forth in its entirety as Exhibit D attached hereto shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by the VSCA.

        1.6 Directors and Officers . The directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or their shareholders, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s Articles of Incorporation and Bylaws. The officers of the Merger Sub immediately prior to the Effective Time shall become the officers of the Surviving Corporation at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto.

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        1.7 Conversion of Company Common Stock, Etc . At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the holders of the following securities (except as provided in Section 1.8 hereof):

            (a) The price to be paid by Parent for all shares of Common Stock, par value $0.03 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of the Company Common Stock to be canceled pursuant to Section 1.7(c) and subject to Section 1.9) and all shares of Company Common Stock subject to being issued pursuant to a Stock Option (as defined in Section 1.8) (hereafter collectively referred to as the “Outstanding Shares”) will be up to Seven Million Four Hundred Thirty-Five Thousand and 00/100 Dollars ($7,435,000.00), subject to certain adjustments as expressly provided in Section 6.2(g) and/or Section 7.3(b)(3) of this Agreement, which shall be paid in cash by Parent in accordance with this Agreement on a per share basis (the “Merger Consideration”) as follows: (i) $1.15 per share for each Outstanding Share issued and outstanding plus (ii) $1.15 per share for each share of Company Common Stock subject to being issued pursuant to a Stock Option (as defined in Section 1.8) with an exercise price per share less than or equal to $1.15, from which shall then be subtracted the exercise price per share of such Stock Option, with such result being multiplied by the number of shares of Company Common Stock subject to being issued pursuant to such Stock Option (all as contemplated by Section 1.8(a) below). Notwithstanding any other provision of this Agreement, after giving effect to maximum adjustments that may occur under Section 6.2(g) and Section 7.3(b)(3) of this Agreement, the per share Merger Consideration shall be no less than $1.09 per share and no more than $1.20 per share. Each Outstanding Share that is properly tendered in accordance with Section 1.10 shall be converted automatically into the right to receive an amount per share in cash equal to the Merger Consideration.

            (b) Each share of Company Common Stock, if any, owned by Parent or Merger Sub, in each case immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto.

            (c) Each share of the Company Common Stock held in the treasury of the Company or held by any Subsidiary of the Company immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired and will cease to exist. For purposes of this Section 1.7(d), shares of Company Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former employee of the Company or any of its Subsidiaries will not be deemed to be held by the Company or any such Subsidiary, regardless of whether the Company or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares.

            (d) Each share of Common Stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted, at the Effective Time, into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall, immediately after the Effective Time, constitute all of the issued and outstanding capital stock of the Surviving Corporation. As of the Effective Time, each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

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        1.8 Stock Option Plan and Company Stock Purchase Plan .

            (a) The Company will take all necessary actions to cause each option to purchase shares of Company Common Stock (each, a “Stock Option”) granted under the Company’s 1995 Stock Option Plan (the “Company Option Plan”) or any other stock option plan, program, agreement or arrangement of the Company or any of its Subsidiaries (collectively, the “Stock Plans”) which is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, to be cancelled as of the Effective Time and, if such option has an exercise price equal to or less than the per share Merger Consideration set forth in Section 1.7 above, such option shall be automatically converted as of the Effective Time into a right to receive in cash, pursuant to Section 1.10 hereof, from the Parent an amount equal to the product of (a) the excess, if any, of the per share Merger Consideration over the exercise price per share of Company Common Stock subject to being issued pursuant to such Stock Option and (b) the number of shares of Company Common Stock subject to be issued pursuant to such Stock Option (after giving effect to the acceleration of vesting associated with the Merger).

            (b) Pursuant to the terms of the Company’s 1997 Employee Stock Purchase Plan (the “Company Purchase Plan”), the purchase date of the current offering period under the Company Purchase Plan shall occur on July 1, 2005, and each participant in the Company Purchase Plan, who has not withdrawn from that offering period or has not terminated prior to such date, shall automatically acquire, pursuant to the exercise of such participant’s purchase right, shares of the Company Common Stock as provided in the Company Purchase Plan, each of which shares shall, by virtue of the Merger and without any action on the part of the participant, be converted into the right to receive the Merger Consideration pursuant to Section 1.7 at the Effective Time. Effective July 1, 2005 and thereafter, the Company Purchase Plan will be suspended, with proper notice provided to employees. Prior to the Effective Time, the Company shall take all actions necessary, including obtaining all required consents, such that any cash balance remaining in any Company Purchase Plan participant’s account following such purchase date of July 1, 2005 shall be paid to such participant immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall terminate the Company Purchase Plan, and neither the Parent nor the Surviving Corporation shall assume the Company’s obligations under the Company Purchase Plan. All purchase rights under the Company Purchase Plan not exercised prior to the Closing Date shall terminate and cease to be outstanding as of the Closing Date.

            (c) The Company and its Board of Directors shall promptly take all actions necessary to ensure that following the Effective Time no holder of any warrant, options or other rights pursuant to, nor any participant in or party to, the Company Option Plan, the Company Purchase Plan, or any Stock Plan (collectively, the “Employee Plans”) or other plan, program, arrangement, agreement or other commitment providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Subsidiary of the Company will have any rights thereunder to acquire equity securities, or any right to payment in respect of the equity securities, of Parent, the Company, or the Surviving Corporation or any of their Subsidiaries, except as provided herein.

(d) No additional Stock Options or other equity-based awards or other rights to acquire Company Common Stock will be granted pursuant to the Stock Plans, the Company Purchase Plan or otherwise after the date of this Agreement.

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        1.9 Adjustments

            (a) Without limiting any other provision of this Agreement, the Merger Consideration shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring after the date hereof and prior to the Effective Time.

            (b) The Merger Consideration shall also be adjusted for other amounts, if any, specifically identified in this Agreement.

        1.10 Surrender of Certificates .

            (a) Paying Agent . Prior to the Effective Time, Parent shall designate a bank or trust company to act as the Paying Agent in the Merger.

            (b) Parent to Provide Merger Consideration . When and as needed, Parent shall make available to the Paying Agent for payment in accordance with this Article I, through such reasonable procedures as Parent may adopt, a sufficient amount of cash to be paid pursuant to Section 1.7.

            (c) Surrender Procedures . Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the “Certificates”) that represented as of the Effective Time outstanding shares of Company Common Stock to be surrendered pursuant to Section 1.7, and to each holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8, 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 to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates and/or receiving Merger Consideration relating to a Stock Option or other rights under Section 1.8, in exchange for cash in the amount equal to the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent (excluding options and uncertificated shares referenced in Section 1.8), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate and the holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8, shall be entitled to receive in exchange therefor payment which such holder has the right to receive pursuant to Sections 1.7 and/or 1.8, after giving effect to any required Tax (as defined herein) withholdings, and the Certificate, if any, so surrendered shall forthwith be canceled. At any time following six (6) months after the Effective Time, all or any portion of the cash deposited with or made available to the Paying Agent pursuant to Section 1.10(b), which remains undistributed to the holders of the Certificates representing shares of Company Common Stock and/or the holders of Stock Options or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8, shall be delivered to Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock and/or the holders of Stock Options or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8 shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) with respect to payment of Merger Consideration prior to the expiration of the two-year period set forth in Section 1.10(g).

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            (d) Transfers of Ownership . If any Merger Consideration is to be paid to any Person other than the Person in whose name the Certificate surrendered in exchange therefor is registered, it will be a condition of such payment that (i) the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and accompanied by all other documents required to evidence and effect such transfer and (ii) either (x) the Person requesting such payment will have paid any Taxes required by reason of the payment of the Merger Consideration in a name other than the name of the registered holder of the Certificate surrendered or (y) established to the satisfaction of Parent, or any agent designated by Parent, that such Tax has been paid or is not applicable.

            (e) No Liability . Notwithstanding anything to the contrary in this Agreement, none of the Paying Agent, the Parent, the Merger Sub or the Surviving Corporation shall be liable to a holder of a Certificate and/or the holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8 for any portion of the Merger Consideration (or any other amount due, if any) that was properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

            (f) Withholding of Tax . Parent or the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock and/or the holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8 such amounts as Parent (or any Affiliate thereof) or the Paying Agent shall determine in good faith they are required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any provision of federal, state, local or foreign Tax Law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock and/or the holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8 in respect of whom such deduction and withholding were made by Parent.

            (g) Unclaimed Shares . Any portion of the Merger Consideration made available to the Paying Agent pursuant to Sections 1.7(b) and/or 1.8 and/or thereafter held by Parent pursuant to Section 1.10(c) which remain unclaimed by the person entitled to such payment two (2) years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become the property of any Governmental Authority) shall, to the extent permitted by law, become the property of the Parent free and clear of any claims or interest of any Person previously entitled thereto.

        1.11 Further Ownership Rights in Company Common Stock . The Merger Consideration paid upon the surrender of Company Common Stock and/or pursuant to Section 1.8 in accordance with the terms of this Article I shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Stock, and/or Stock Option. At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Surviving Corporation. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided for herein. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in, and subject to the terms of, this Article I.

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        1.12 Lost, Stolen or Destroyed Certificates . In the event any Certificate evidencing Company Common Stock shall have been lost, stolen or destroyed, the Paying Agent shall pay in exchange for such lost, stolen or destroyed Certificate, upon the making of an affidavit of that fact by the holder thereof, such portion of the Merger Consideration required pursuant hereto; provided, however, that Parent may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

        1.13 Further Assurances . If at any time after the Effective Time the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record of otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, privileges, powers, franchises, contracts, properties or assets of either the Company or Merger Sub or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Company or Merger Sub, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its rights, title or interest in, to or under any of the rights, privileges, powers, franchises, contracts, properties or assets of the Company or Merger Sub, as applicable, and otherwise to carry out the purposes of this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company hereby represents and warrants to Parent and Merger Sub as follows:

        2.1 Organization and Qualification; Subsidiaries .

            (a) The Company is a corporation duly organized, validly existing and in good standing under Virginia law. The Company has all the requisite corporate power and authority, and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders (as defined herein) and approvals (collectively, “Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so qualified, existing and in good standing or to have such power, authority and Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

            (b) Section 2.1(b) of the Company Disclosure Schedule (as defined herein) sets forth, as of the date hereof, a true and complete list of (i) all of the Company’s Subsidiaries, (ii) the jurisdiction of incorporation or organization of each Subsidiary, (iii) the percentage of each Subsidiary’s outstanding capital stock or other equity or other interest owned by the Company or another Subsidiary of the Company and

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(iv) all other registered or beneficial holders or owners of such capital stock or other equity or other interests of each Subsidiary. Except as set forth in Section 2.1(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

            (c) Each Subsidiary of the Company is a legal entity, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization and has all the requisite power and authority, and is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so qualified, existing and in good standing or to have such power, authority and Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Subsidiary. Each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        2.2 Articles of Incorporation and Bylaws . The Company has heretofore furnished to Parent a true, accurate and complete copy of each of its and each of its Subsidiaries’ (a) Articles or Certificate of Incorporation and Bylaws or equivalent organizational documents, as amended or restated to the date hereof, (b) all the existing written consents and minutes of the meetings of its Board of Directors (or equivalent) and each committee of its Board of Directors (or equivalent) held since January 1, 2000 and (c) all the existing written consents and minutes of the meetings of its equity holders held since January 1, 2000. Such Articles or Certificate of Incorporation and Bylaws and equivalent organizational documents of the Company and each of its Subsidiaries are in full force and effect, and no other organizational documents are applicable to or binding upon the Company or its Subsidiaries.

        2.3 Capitalization .

            (a) The authorized capital of the Company consists of 12,000,000 shares of Company Common Stock and 340,000 shares of preferred stock, par value $1.00 per share (the “Company Preferred Stock”). As of June 8, 2005, (i) 5,330,382 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 2,013,247 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Company Option Plan, options granted to directors of he Company under the 1997 Stock Option Plan and options granted to members of the former board of advisors of the Company (the “Outstanding Options”); (vi) 1,128,753 of the Outstanding Options have an exercise price less than or equal to $1.15 per share; and (vii) 84,542 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company Purchase Plan, of which 21,500 shares are estimated to be issued effective as of July 1, 2005. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Section 2.3(a) of the Company Disclosure Schedule lists all outstanding options, warrants, calls, rights, convertible or exchangeable securities, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) (collectively, “Rights”) to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Right, and the record holder thereof and the exercise prices thereof; and, except as described in Section 2.3(a) of the Company Disclosure Schedule, all such Rights were granted under the Company Option Plan and/or the Company Purchase Plan. All outstanding shares of capital stock of the Company are, and all Company shares which may be issued upon the exercise of any Right will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

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            (b) Section 2.3(b) of the Company Disclosure Schedule sets forth the number of authorized and outstanding shares of capital stock, and ownership thereof, of each of the Company’s Subsidiaries. All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable, are not subject to, and were not issued in violation of, any preemptive (or similar) rights, and are owned, of record and beneficially, by the Company or one of its direct or indirect Subsidiaries, free and clear of all Liens whatsoever. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no restrictions of any kind which prevent the payment of dividends by any of the Company’s Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person (as defined herein). Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there are no Rights to which any Company Subsidiary is a party or by which it is bound obligating such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities or obligating such Subsidiary to issue, grant, extend or enter into any such Right.

            (c) Except as described in Section 2.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or Rights to acquire any such shares) of the Company or its Subsidiaries. Except as described in Section 2.3(c) of the Company Disclosure Schedule, there are no stock-appreciation rights, stock-based performance units, “phantom” stock rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) (collectively, “Stock-Based Rights”) or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or which otherwise relate to the registration of any securities of the Company. Except as set forth in Section 2.3(c) of the Company Disclosure Schedule or the Voting Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries or, to the Knowledge (as defined herein) of the Company, any of the Company’s stockholders is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights). There are no registration rights or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any capital stock of the Company or any of its Subsidiaries.

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            (d) The Board of Directors of the Company has not declared any dividend or distribution with respect to the Company Common Stock the record or payment date for which is on or after the date of this Agreement.

        2.4 Authority; Enforceability . The Company has all necessary corporate power and authority to execute and deliver this Agreement, each of the Related Agreements (as defined in Section 6.2(e) below) to which it is a party, and each instrument required to be executed and delivered by it at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any Related Agreement to which it is a party or to consummate the transactions so contemplated herein or therein (other than, with respect to the Merger, the approval and authorization of the Merger and this Agreement by votes of the holders of more than two-thirds of all of the outstanding Company Common Stock in accordance with the VSCA and the Company’s Articles of Incorporation and Bylaws). Each of this Agreement and Related Agreements to which it is a party has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

        2.5 Required Vote . As of the date hereof and, except as permitted by Section 5.2(c), as of the Effective Time, the Board of Directors of the Company has, at a meeting duly called and held, unanimously (i) adopted, approved and declared advisable this Agreement and each Related Agreement to which the Company is a party, (ii) determined that the transactions contemplated hereby and thereby are advisable, fair to and in the best interests of the holders of Company Common Stock, (iii) recommended adoption of this Agreement, the Merger, the Related Agreements to which the Company is a party and the other transactions contemplated hereby and thereby to the shareholders of the Company and (iv) directed that this Agreement be submitted to the shareholders of the Company for their approval and authorization. The Board of Directors has not withdrawn, rescinded or modified such approval, determination, recommendation or direction. The affirmative vote of more than two-thirds of all outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and authorize this Agreement, the Merger, the Related Agreements and the other transactions contemplated hereby and thereby. As of July 11, 2005, the holders of the Company Common Stock that are parties to the Voting Agreement own of record and have the right to vote, in the aggregate, at least 25% of the total issued and outstanding Company Common Stock.

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        2.6 No Conflict; Required Filings and Consents .

            (a) Neither the execution, delivery or performance by the Company of this Agreement, the Related Agreements to which it is a party or any instrument required by this Agreement to be executed and delivered by the Company or any of its Subsidiaries at the Closing, nor the consummation of the transactions contemplated hereby or thereby do or will (with or without notice or lapse of time) (i) conflict with or violate the Articles or Certificate of Incorporation or Bylaws or equivalent organizational documents of the Company or any of its Subsidiaries, (ii) conflict with or violate any Law or Order in each case applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties or assets is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (as defined herein) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, Contract (as defined herein), permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets is bound or affected, except (A) as set forth in Section 2.6(a) of the Company Disclosure Schedule or (B) in the case of clause (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

            (b) Neither the execution, delivery or performance by the Company of this Agreement, the Related Agreements to which it is a party or any instrument required by this Agreement to be executed and delivered by the Company or any of its Subsidiaries at the Closing nor the consummation of the transactions contemplated hereby or thereby, does or will require the Company or any of its Subsidiaries to, except as set forth in Section 2.6(b) of the Company Disclosure Schedule, obtain any Approval of any Person or Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental Authority, (as defined herein), domestic or foreign, except for (A) compliance with applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Foreign Competition Laws, (as defined herein), (B) the filing of the Articles of Merger in accordance with the VSCA or (C) where the failure to obtain such Approvals, or to make such filings or notifications, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        2.7 Material Agreements .

            (a) Section 2.7 of the Company Disclosure Schedule sets forth an accurate and complete list of each Material Agreement (other than items listed in Section 2.8 of the Company Disclosure Schedule, which items the Parties agree need not also be disclosed in Section 2.7 of the Company Disclosure Schedule). No Material Agreement (as defined herein) has been breached or cancelled by the other party, and the Company has no Knowledge of any anticipated breach by any other party to any Material Agreement (with or without notice or lapse of time). Each of the Company and each Subsidiary of the Company have performed all the obligations required to be performed by it as of the time required for such performance in connection with the Material Agreements and is not in default under or in breach of any Material Agreement, and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder. Neither the Company nor any Subsidiary of the Company has any present expectation or intention of not fully performing any obligation pursuant to any Material Agreement. Each Material Agreement is legal, valid, binding, enforceable and in full force and effect and shall continue as such following the consummation of the transactions contemplated hereby. Except as set forth in Section 2.7 of the Company Disclosure Schedule, no Material Agreement obligates the Company or any Subsidiary to process, manufacture or deliver products or perform services that shall result in a loss (using the Company’s 2005 target rates) to the Company or such Subsidiary of the Company upon completion of performance.

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            (b) The Company has provided or made available to the Parent with a true and correct copy of all written Material Agreements which are required to be disclosed on Section 2.7 of the Company Disclosure Schedule, in each case together with all amendments, waivers or any other changes thereto (all of which are disclosed on Section 2.7 of the Company Disclosure Schedule). Section 2.7 of the Company Disclosure Schedule contains an accurate and complete description of all material terms of all oral Material Agreements.

        2.8 Government Contracts .

            (a) Section 2.8 of the Company Disclosure Schedule lists all Government Contracts (as defined herein), and consists of the information contained in the Deltek Job Status Reports, and lists all Government Bids (as defined herein), and shall also, for all active Government Contracts, include the name and number of the applicable solicitation name and number for the Government Bid; the name of the other contracting party; the name of the Government Authority that is the customer (if different from the contracting party); for task orders and delivery orders, the name and number of the Government Contract (including any blanket purchase agreement) under which the Government Bid was submitted; the date the Government Contract was awarded; and the scheduled end date of the Government Contract. Except as set forth on Section 2.8 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has entered into any Government Contract or submitted any outstanding Government Bid. True, accurate and complete copies of all Government Contracts and outstanding Government Bids have been made available for inspection by Parent prior to the date hereof. All Government Contracts constitute valid and binding obligations of the Company or a Subsidiary of the Company and of the other party or parties thereto, and are fully enforceable in accordance with their terms.

            (b) Section 2.8 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, for each Government Contract, each project with a firm order whereby the contractual value of work not yet performed (funded or unfunded) exceeds $50,000; the contractual value of such work not yet performed thereunder as of such date; and any dollar amounts included that are not yet funded.

            (c) With respect to each Government Contract or Government Bid, (i) the Company or a Subsidiary of the Company has complied with all terms and conditions of such Government Contract, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein, (ii) the Company or a Subsidiary of the Company has complied with all requirements of all Laws pertaining to such Government Contract, (iii) all representations and certifications executed by the Company or a Subsidiary of the Company pertaining to such Government Contract or Government Bid were complete and correct as of their effective date and the Company or a Subsidiary of the Company has complied with all representations and certifications, (iv) neither the Company nor any Subsidiary of the Company has submitted any inaccurate, untruthful or misleading cost or pricing data, certification, bid, proposal, report, invoice, claim, or other information to a Government Authority, prime contractor, subcontractor, vendor or any other Person relating to any Government Contract or Government Bid, (v) neither a Government Authority nor any prime contractor, subcontractor, or any other Person has notified the Company or any Subsidiary of the Company, either in writing or orally, that the Company or any Subsidiary of the Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid, (vi) a cancellation, termination for convenience, termination for default, suspension, stop work order, cure notice, or show cause notice is neither currently in effect nor does the Company have Knowledge that such action is being proposed or threatened, pertaining to such Government Contract, (vii) no cost claimed or proposed by the Company or any Subsidiary of the Company pertaining to any Government Contract or Government Bid is the subject of any audit or investigation nor does the Company have Knowledge that any such audit or investigation has been threatened, (viii) the Company has no information that any option with respect to such Government Contract will not be exercised or that any Government Contract will be terminated, cancelled, or will otherwise come to an end prior to the end of its stated term (including all option periods), (ix) there are no pending recommendations (draft or final) by any Government Authority auditor of which the Company has Knowledge to the effect that any cost claimed by the Company or any Subsidiary of the Company is unallowable, and (x) [the Company reasonably believes that] all amounts previously charged to or presently carried as chargeable to any cost-reimbursable Government Contract are allowable pursuant to 48 C.F.R. Part 31. Neither the Company nor any Subsidiary of the Company is in receipt or possession of any competitor or Government Authority’s proprietary or procurement sensitive information under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized. Neither the Company nor any Subsidiary of the Company has misused or disclosed any classified information or any records subject to the Privacy Act (5 U.S.C. § 552a).

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            (d) Neither the Company nor any Subsidiary nor any of their respective directors, officers, employees, consultants or agents is or has, during the past five (5) years, been under administrative, civil or criminal investigation, indictment or information by any Government Authority or subject to any audit or to the Company’s Knowledge investigation with respect to any alleged act or omission arising under or relating to any Government Contract or Government Bid. During the past five (5) years, neither the Company nor any Subsidiary of the Company has conducted or initiated any internal investigation or made a voluntary disclosure to any Government Authority with respect to any alleged act or omission arising under or relating to a Government Contract or Government Bid.

            (e) Section 2.8 of the Company Disclosure Schedule lists each draft and final audit report received by the Company or any Subsidiary of the Company during the past five (5) years with respect to the audit by any Government Authority of any Government Contract or of any indirect cost, other cost or cost accounting practice of the Company or any Subsidiary of the Company. The Company has made available to the Parent correct and complete copies of each such report.

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            (f) Except as set forth in Section 2.8 of the Company Disclosure Schedule, there exist (i) no outstanding claims against the Company or any Subsidiary of the Company, either by any Government Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Bid, (ii) no delivery or performance problems with respect to any Government Contract, (iii) no claims or disputes between the Company (or any Subsidiary of the Company) and any Government Authority or between the Company (or any Subsidiary of the Company) and any prime contractor, subcontractor, vendor, or other Person, arising under or relating to any Government Contract or Government Bid, (iv) no circumstances in which the Company (or any Subsidiary of the Company) or any other party to a Government Contract has terminated, cancelled or waived any material term or condition of any Government Contract, (v) no projected cost overruns on any of the Government Contracts, (vi) no circumstances in which the Company or any Subsidiary of the Company has an interest in any pending or potential claim against any Government Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid, and (vii) no violations of the Anti-Deficiency Act (31 U.S.C. § 1341)pertaining to any Government Contract.

            (g) No money due to the Company or any Subsidiary of the Company pertaining to any Government Contract has been withheld or set off nor does the Company have Knowledge of any claim to withhold or set off money, and the Company or a Subsidiary of the Company is entitled to all progress payments received with respect thereto, and neither the Company nor any Subsidiary of the Company has received or expects to receive any requests with respect to any Government Contract for equitable adjustment.

            (h) Neither the Company nor any Subsidiary of the Company has been disqualified, debarred, or suspended from participation in the award of contracts with the Government or any Government Authority (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements) nor are there facts or circumstances to the Knowledge of the Company and its Subsidiaries that would warrant the institution of disqualification, suspension, or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company or any Subsidiary of the Company or any of their respective directors, officers or employees.

            (i) The Company’s and each of its Subsidiary’s cost accounting, estimating proposal and indirect rate proposal, confidential and classified information access and maintenance, time-keeping and labor charging, wage classification and Fair Labor Standards Act exemption, and procurement systems and the associated entries reflected in the Company’s consolidated financial statements with respect to the Government Contracts and Government Bids, are in compliance in all material respects with all applicable Laws and Government Contract provisions, including, without limitation, applicable cost principles and applicable cost accounting standards.

            (j) Section 2.8 of the Company Disclosure Schedule contains a complete and correct list of all government-owned property at the Company’s and each of its Subsidiary’s facilities, including tooling and test equipment, provided under, necessary to perform the obligations under, or for which the Company or any Subsidiary of the Company is accountable under, any of the Government Contracts. All such government-owned equipment is administered, maintained, identified, tracked, used, managed, accounted for and disposed of by the Company in accordance with a government-approved property management system and is in the condition described therein.

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            (k) The Company has delivered or made available to the Parent copies of all written negative past performance evaluations, comments or reviews by any Government Authority or any other Person in connection with any Government Contract , which copies were received by or made accessible to the Company within the last three (3) years.

            (l) Each employee, agent, consultant, or representative of the Company and all Subsidiaries of the Company required to possess a Government security clearance (“Security Clearance”) to engage in the performance of any Government Contract currently possesses a valid Security Clearance, has not, to the Knowledge of the Company, taken any action which would result in the termination of, and has taken all actions necessary to maintain the effectiveness of, such valid Security Clearance, and has possessed such Security Clearance since the date it was required.

            (m) Except as set forth in Section 2.8 of the Company Disclosure Schedule, none of the Company’s or any Company Subsidiary’s current Government Contracts was based in part on the Company’s or such Subsidiary’s status as a small business (including without limitation, a small disadvantaged business (“SDB”), a woman-owned small business (“WOSB”), or a Small Business Administration (“SBA”) Section 8(a) program participant). Neither the Company nor any Subsidiary of the Company is claiming eligibility as a small business, including eligibility as an SDB, a WOSB or SBA Section 8(a) Program participant, with respect to any pending Government Bid. Neither the Company nor any Subsidiary of the Company has ever been the subject of an SBA certificate of competency, size determination, size protest, size appeal or review of eligibility for SDB or SBA Section 8(a) status after initial entry into such program.

            (n) Except for those liens listed on Section 2.8 of the Company Disclosure Schedule made in accordance with 31 U.S.C. § 3727 (as amended), otherwise known as the Assignment of Claims Act, and 41 U.S.C. § 15 (as amended), otherwise known as the Assignment of Contracts Act, neither the Company nor any Subsidiary has assigned or otherwise conveyed or transferred, or agreed to assign, convey, or transfer to any Person, any right, title or interest in or to any of the Government Contracts or Government Bids, or any account receivable relating thereto, whether as a security interest or otherwise.

            (o) To the Knowledge of the Company, all technical data, computer software and computer software documentation (as those terms are defined under the Federal Acquisition Regulation and its supplemental regulations) developed, delivered, or used under or in connection with the Government Contracts have been properly and sufficiently marked and protected so that no more than the minimum rights or licenses required under applicable regulations and Government Contract terms, if any, have been provided. All disclosures, elections, and notices required by applicable regulations and contract terms to protect ownership of inventions developed, conceived or first actually reduced to practice under Government Contracts have been made and provided.

            (p) Section 2.8 of the Company Disclosure Schedule sets forth all of the Company’s and each Company Subsidiary’s contingent fee agreements relating to its Government sales and marketing efforts. Except as set forth in Section 2.8 of the Company Disclosure Schedule, each such arrangement has been properly disclosed to the appropriate Government Authority.

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        2.9 Compliance with Laws . The Company and each Subsidiary of the Company has complied and is currently in compliance with all Laws, regulations, rules, orders, permits, judgments, decrees and other requirements and policies imposed by any Government Authority, including but not limited to the False Claims Act (31 U.S.C. § 3729), the anti-fraud provisions of the Contract Disputes Act (41 U.S.C. § 604), the Anti-Kickback Act (41 U.S.C. §§ 51 — 58), the Federal Election Campaign Act (2 U.S.C. § 431), the Sherman Act (15 U.S.C. § 1), the Clayton Act (15 U.S.C. § 12), the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), the Services Contract Act (41 U.S.C. § 351), Procurement Integrity Act (41 U.S.C. § 423), the Byrd Amendment (31 U.S.C. § 1352), and each act’s respective regulations, and to the Knowledge of the Company there are no violations of any other ethical requirement applicable to the Company or any Subsidiary of the Company. Neither the Company, nor any Subsidiary of the Company, nor any of their respective employees, directors, officers, partners, principals, agents or assignees, have committed (or taken any action to promote or conceal) any violation of the Foreign Corrupt Practices Act of the United States. All Approvals are in full force and effect and the Company and each Subsidiary of the Company is and has at all times been in compliance with the terms thereof. Section 2.9 of the Company Disclosure Schedule sets forth all Approvals held by the Company and each Subsidiary of the Company which terminate or become renewable at any time prior to the first anniversary of the date of this Agreement and, except as set forth on Section 2.9 of the Company Disclosure Schedule to the Knowledge of the Company, there are no facts or circumstances in existence which are reasonably likely to prevent the Company or such Subsidiary from renewing each such Approval. Neither the Company nor any Subsidiary of the Company has received any notice or citation for noncompliance with any of the foregoing in this Section 2.9, and to the Knowledge of the Company there exists no condition, situation or circumstance, nor to the Knowledge of the Company has there existed such a condition, situation or circumstance, which, after notice or lapse of time, or both, would constitute noncompliance with or give rise to future Liability with regard to any of the foregoing in this Section 2.9.

        2.10 SEC Filings; Financial Statements .

            (a) The Company has filed with the SEC all forms, reports, schedules, statements and documents required to be filed with the U.S. Securities and Exchange Commission (“SEC”) since December 31, 2000 and all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (such forms, reports, schedules, statements, documents and certifications, as they have been amended, the “Company SEC Reports”) pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. Since January 1, 2001, there have been no comment letters received by the Company from the staff of the SEC or responses to such comment letters by or on behalf of the Company, that have not been provided to the Parent. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and such controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, required to be disclosed in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and principal financial officer to allow timely decisions regarding financial disclosure. Other than as explained in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004, as amended, the Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations (as defined herein) promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 2.10, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available in writing to the SEC or to the staff thereof.

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            (b) Except as set forth in Section 2.10 of the Company Disclosure Schedule, each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”) (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements included in the Company’s Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company. All accounts receivable of the Company have been properly included on the Balance Sheets, including the Closing Balance Sheet, in accordance with GAAP.

            (c) Section 2.10 of the Company Disclosure Schedule contains a description of all non-audit services performed by the Company’s auditors for the Company and its Subsidiaries since the beginning of the immediately preceding fiscal year of the Company and the fees paid for such services; all such non-audit services were approved as required by Section 202 of the Sarbanes-Oxley Act of 2002. In the reasonable opinion of the Company’s audit committee, the fees paid to and the services performed by the Company’s auditors relating to such non-audit services as described on Section 2.10 of the Company Disclosure Schedule do not impair such auditor’s independence. The Company has delivered or made available to Parent copies of all policies, manuals and other documents promulgating the Company’s internal accounting controls. Section 2.10 of the Company Disclosure Schedule lists, and the Company has delivered or made available to Parent copies of the documents creating or governing, all of the Company’s off-balance sheet arrangements.

            (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) where a purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company Financial Statements.

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            (e) Except as set forth in Section 2.10 of the Company Disclosure Schedule, since the date of the Company’s last proxy statement filed with the SEC, no event has occurred as of the date hereof that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC. Since July 30, 2002, neither the Company nor any of its Subsidiaries, has, directly or indirectly, made or arranged for any extension or maintaining of credit, or renewal of any extension of credit, in the form of a personal loan to or for any director or executive officer of the Company in contravention of Section 402 of the Sarbanes-Oxley Act of 2002.

        2.11 Absence of Certain Changes or Events .

            (a) Except as described in Section 2.11(a) of the Company Disclosure Schedule, since December 31, 2003, the Company and its Subsidiaries have conducted their businesses only in the ordinary and usual course and in a manner consistent with past practice, and, since such date, there has not been any change, development, circumstance, condition, event, occurrence, damage, destruction or loss that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

            (b) Except as described in Section 2.11(b) of the Company Disclosure Schedule, during the period from December 31, 2003 to the date hereof, (i) there has not been any change by the Company in its accounting methods, principles or practices, any revaluation by the Company of any of its assets, including writing down the value of inventory or writing off notes or accounts receivable, and (ii) there has not been any action or event, and neither the Company nor any of its Subsidiaries has agreed in writing or otherwise to take any action, that would have required the consent of Parent pursuant to Section 4.1 had such action or event occurred or been taken after the date hereof and prior to the Effective Time. To the Knowledge of the Company, the loss reserves on each Balance Sheet accurately reflect the estimated costs as of the date of such Balance Sheet to complete each Material Agreement.

        2.12 No Undisclosed Liabilities . Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent or otherwise), and there is no existing fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations, except liabilities or obligations (i) disclosed in the Company SEC Reports filed and publicly available prior to the date hereof, (ii) disclosed in Section 2.12 of the Company Disclosure Schedule, or (iii) incurred in the ordinary course of business since December 31, 2004 which do not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

        2.13 Litigation . Except as described in Section 2.13 of the Company Disclosure Schedule or expressly described in the Company SEC Reports filed and publicly available prior to the date hereof, there is no Litigation pending on behalf of or against or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries, or any of their respective properties or rights. Neither the Company nor any of its Subsidiaries is subject to any outstanding Litigation or Order which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

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        2.14 Employee Benefit Plans .

            (a) Section 2.14 of the Company Disclosure Schedule lists: (i) each plan fund, program, agreement or arrangement for the provision of executive compensation, deferred or incentive compensation, profit sharing, stock bonus, bonus, stock option, stock purchase, termination, salary continuation, employee assistance, supplemental retirement, severance, vacation, sickness, disability, death, fringe benefit, insurance, medical or other benefits (whether provided through insurance, on a funded or unfunded basis, or otherwise) to any current or former employee, director, consultant or independent contractor, or any dependent, survivor or beneficiary with respect to any of the foregoing, which is currently maintained, administered or contributed to by the Company or any ERISA Affiliate (as defined herein) of the Company, whether or not legally binding; (ii) each Employee Pension Benefit Plan (as defined herein) which has been maintained, administered or contributed to by the Company or any ERISA Affiliate in the past six (6) years (the “ Pension Plans ”); and (iii) each Employee Welfare Benefit Plan (as defined herein) which is currently maintained, administered or contributed to by the Company in the past six (6) years or any ERISA Affiliate (such plans, together with Employee Welfare Benefit Plans which were previously maintained, administered or contributed to by the Company or an ERISA Affiliate are hereinafter referred to as the “ Welfare Plans ”) (collectively, all arrangements described in this Section 2.14 are hereinafter referred to as the “ Benefit Plans ”).

            (b) Each Benefit Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in all material respects in accordance with its governing instruments and is in compliance with all applicable Laws, including but not limited to ERISA and the Code.

            (c) Each Pension Plan which is intended to qualify under Section 401(a) of the Code so qualifies and each related trust is exempt from taxation under Code Section 501(a).

            (d) To the Knowledge of the Company, all contributions, premiums or other payments due under the terms of each Benefit Plan or required by applicable Law have been made within the time due. All unpaid amounts attributable to any such Benefit Plan for any period prior to the Closing Date will be accrued on the Company’s consolidated books and records in accordance with GAAP and, except to the extent of such accruals, neither the Company nor any Subsidiary of the Company has, to its Knowledge, any Liability arising out of or in connection with the form or operation of the Benefit Plans or benefits accrued thereunder on or prior to the Closing Date.

            (e) There have been no Prohibited Transactions (as defined herein) with respect to any Benefit Plan which could result in Liability to the Company, its ERISA Affiliates, or any of their respective employees. To the Knowledge of the Company, there has been no breach of fiduciary duty (including violations under Part 4 of Title I of ERISA) with respect to any Benefit Plan which could result in Liability to the Company, its ERISA Affiliates or any of their respective employees. No action, suit, proceeding, hearing or investigation relating to any Benefit Plan (other than routine claims for benefits which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect) is pending or, to the Knowledge of the Company, has been threatened, and the Company has no Knowledge of any fact that would reasonably be expected to form the basis for such action, suit, proceeding, hearing or investigation. To the Knowledge of the Company, no matters are currently pending with respect to any Benefit Plan under the Employee Plans Compliance Resolution System maintained by the IRS or any similar program maintained by any other Government Authority.

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            (f) Neither the Company nor any ERISA Affiliate has within the last six (6) years sponsored, maintained, contributed to, had any obligation to contribute to, or had any other Liability under or with respect to, any Employee Pension Benefit Plan covered by Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. Neither the Company nor any ERISA Affiliate has ever had any Liability under or with respect to any “multiemployer plan” as defined in ERISA Section 3(37) or any “multiple employer welfare arrangement” as defined in Section 3(40)(A) of ERISA.

            (g) Neither the Company nor any ERISA Affiliate has within the last six (6) years sponsored, maintained, administered, contributed to, had any obligation to contribute to, or had any other Liability under or with respect to, any Employee Welfare Benefit Plan which provides health, life or other coverage for former directors, officers or employees (or any spouse or former spouse or other dependent thereof), other than benefits required by COBRA.

            (h) Neither the Company nor any ERISA Affiliate has within the last six (6) years maintained a “voluntary employees beneficiary association” within the meaning of Section 501(c)(9) of the Code or any other “welfare benefit fund” as defined in Section 419(e) of the Code.

            (i) All reports and information relating to each Benefit Plan required to be filed with a Government Authority, including copies of the Benefits Plans, all required schedules, and any audits with respect to such Benefits Plans, have been accurately and timely filed within the last three (3) years; all reports and information relating to each such Benefit Plan required to be disclosed or provided to participants or their beneficiaries, including all Summary Annual Reports, have been timely disclosed or provided, and there are no restrictions on the right of the Company or any ERISA Affiliate to terminate or decrease (prospectively) the level of benefits under any Benefit Plan after the Closing Date without Liability to any participant or beneficiary thereunder.

            (j) There has been delivered or made available to Parent, with respect to each Benefit Plan disclosed in Section 2.14 of the Company Disclosure Schedule (the “Scheduled Benefit Plans”), the following: (i) a copy of the annual report (if required under ERISA) with respect to each such Scheduled Benefit Plan for the last three (3) years (including all schedules and attachments); (ii) a copy of the summary plan description, together with each summary of material modification required under ERISA with respect to such Scheduled Benefit Plan; (iii) a true and complete copy of each written Scheduled Benefit Plan and, with respect to Pension Plans, each written plan document and all amendments thereto which have been adopted since the inception of such plan; (iv) all trust agreements, insurance contracts, and similar instruments with respect to each funded or insured Scheduled Benefit Plan; (v) copies of all nondiscrimination and top-heavy testing reports, if any, for the last three (3) plan years with respect to each Scheduled Benefit Plan that is subject to nondiscrimination and/or top-heavy testing; (vi) any investment management agreements, administrative services contracts or similar agreements relating to the ongoing administration and investment of any Scheduled Benefit Plan; and (vii) a copy of each Determination Letters received from the IRS within the last three (3) years for any Benefit Plan.

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            (k) With respect to any distributions from Benefit Plans, (i) all notice requirements and election forms required under both ERISA and the Code have been complied with by the Company, and (ii) all federal and state income tax withholding and reporting have been complied with by the Company. The Company has complied with all requirements of any qualified domestic relations orders and qualified medical child support orders.

            (l) Each ERISA Affiliate is identified on Section 2.14 of the Company Disclosure Schedule.

            (m) Each Benefit Plan sponsored by the Company or any Subsidiary of the Company is terminable at the discretion of such entity with no more than thirty (30) days advance notice and without cost to such entity. The Company and each Subsidiary of the Company may, without cost, withdraw their employees, directors, officers and consultants from any Benefit Plan which is not sponsored by such entity. Subject to the execution of an Amendment to the Executive Change in Control Agreement by various officers and waivers of rights by certain option holders under the Company Option Plan, no Benefit Plan has any provision which could increase or accelerate benefits or any provision which could increase Liability to the Company or any Subsidiary of the Company or the Parent as a result of the transactions contemplated hereby, alone or together with any other event. To the Knowledge of the Company, no officer, director, agent or employee of the Company or any ERISA Affiliate has made any oral or written representation which is inconsistent with the terms of any Benefit Plan.

        2.15 Employee Matters .

            (a) Section 2.15 of the Company Disclosure Schedule contains a complete and correct list of all employees of the Company or any Subsidiary of the Company, their respective titles as of the date hereof (the “Company Employees”), the 2004 compensation paid to each such employee, the date and amount of each such employee’s most recent salary increase, the date of employment of each such employee and the accrued vacation time and sick leave or other paid time off of each such employee. Except as set forth on Section 2.15 of the Company Disclosure Schedule, (i) the terms of employment or engagement of all directors, officers, Company Employees, agents, consultants and professional advisers of the Company or any Subsidiary of the Company are such that their employment or engagement may be terminated at will with notice given at any time and without Liability for payment of compensation or damages, (ii) there are no severance payments which are or could become payable by the Company or any Subsidiary of the Company to any such person under the terms of any oral or written agreement or commitment or any Law, custom, trade or practice, (iii) there are no other agreements, contracts or commitments, oral or written, between the Company or any Subsidiary of the Company and any such person, (iv) as of the date hereof, except as set forth on Section 2.15 of the Company Disclosure Schedule and except for employees the Parent has identified to the Company for purposes of this representation, to the Knowledge of the Company, no executive officer or material number of management level or senior technical employees of the Company or any Subsidiary of the Company has any plans to terminate his, her or their employment or relationship with the Company or any Subsidiary of the Company and (v) to the Knowledge of the Company, there are no agreements between any Company employee and any other Person which would restrict, in any manner, such Person’s ability to perform services for the Company or any Subsidiary of the Company or the Parent or the right of any of them to compete with any Person or the right of any of them to sell to or purchase from any other Person.

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            (b) Neither the Company nor any Subsidiary of the Company is currently, or has ever been, bound by or subject to (and none of their respective assets or properties are bound by or subject to) any arrangement with any labor union or other collective bargaining representative. No employee of the Company or any Subsidiary of the Company is or has ever been represented by any labor union or covered by any collective bargaining agreement while employed by the Company or any Subsidiary of the Company and no campaign to establish such representation is in progress. With respect to the Company or any Subsidiary of the Company, there is no pending or, to the Knowledge of the Company, threatened (i) strike, slowdown, picketing, work stoppage or employee grievance process, (ii) material charge, grievance proceeding or other claim against or affecting the Company or any Subsidiary of the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable Government Authority, (iii) union organizational activity or other labor or employment dispute against or affecting the Company or any Subsidiary of the Company, or (iv) application for certification of a collective bargaining agent.

            (c) Except as set forth on Section 2.15 of the Company Disclosure Schedule, to the Knowledge of the Company, the Company and each Subsidiary of the Company is and has been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including, without limitation, any such Laws regarding employment documentation, equal employment opportunities, fair employment practices, plant closings and mass layoffs, sexual harassment, discrimination based on sex, race, disability, health status, pregnancy, religion, national origin, age or other tortious conduct, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and neither the Company nor any Subsidiary of the Company has engaged in any unfair labor practice. Neither the Company nor any Subsidiary of the Company is nor has been liable for the payment of any compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing. All Persons classified by the Company or any Subsidiary of the Company as independent contractors do satisfy and have satisfied the requirements of Law to be so classified, and the Company or any Subsidiary of the Company has fully and accurately reported its compensation on IRS Forms 1099 when required to do so. No individual who has performed services for or on behalf of the Company or any Subsidiary of the Company and who has been treated by the Company or any Subsidiary of the Company as an independent contractor, is classifiable as a “leased employee” within the meaning of Section 414(n)(2) of the Code with respect to the Company.

            (d) To the Knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company or any Subsidiary of the Company has (i) violated any of the terms or conditions of his employment, non-competition, non-solicitation or non-disclosure agreement with such third party, (ii) disclosed or utilized any trade secret or proprietary information or documentation of such third party, or (iii) interfered in the employment relationship between such third party and any of its present or former employees. To the Knowledge of the Company, no person employed by or affiliated with the Company or any Subsidiary of the Company has employed or has proposed to employ any trade secret or any information or documentation proprietary to any former employer or violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any Product (as defined herein) or proposed Product or the development or sale of any service or proposed service of the Company or any Subsidiary of the Company.

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            (e) Section 2.15 of the Company Disclosure Schedule lists all the Company Employees who are currently on leave relating to work-related injuries and/or receiving disability benefits under any Benefit Plan.

        2.16 Proxy Statement . None of the information supplied by the Company for inclusion in the Proxy Statement (as defined in Section 5.1) shall, on the date the Proxy Statement is first mailed to the Company shareholders, at the time of the Company Shareholders’ Meeting (as defined in Section 5.2) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Shareholders’ Meeting which has become false or misleading. The Proxy Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Proxy Statement.

        2.17 Absence of Restrictions on Business Activities . Except as set forth in Section 2.17 of the Company Disclosure Schedule, there is no agreement, contract, or Order binding upon the Company or any of its Subsidiaries or any of their assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted or as proposed to be conducted by the Company or any of its Subsidiaries. Except as set forth in Section 2.17 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is subject to any non-competition, non-solicitation or similar restriction on their respective businesses.

        2.18 Title to Assets; Leases .

            (a) Except as described in Section 2.18(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to all of their real or personal properties (whether owned or leased) and assets, free and clear of all Liens.

            (b) Section 2.18(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, “Real Property”). Except as set forth in Section 2.18(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid and the Company or each Subsidiary has complied with all other obligations thereunder, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use, occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property. Neither the Company nor any Subsidiary owns any Real Property.

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        2.19 Taxes .

            (a) Except as otherwise listed in Section 2.19 of the Company Disclosure Schedule, the Company and each Subsidiary of the Company have filed on a timely basis all Tax Returns each is required to have filed for any tax year ending in 2001 to the Closing Date. All such Tax Returns are correct and complete in all respects. All Taxes required to have been paid by the Company or any Subsidiary of the Company (whether or not shown on any Tax Return) have been paid on a timely basis. To the Knowledge of the Company, except as otherwise listed in Section 2.19 of the Company Disclosure Schedule, no claim has ever been made for any tax year ending in 2001 to the Closing Date by a Government Authority in a jurisdiction where the Company or any Subsidiary of the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Neither the Company nor any Subsidiary of the Company has commenced activities in any jurisdiction which will result in an initial filing of any Tax Return with respect to Taxes imposed by a Government Authority that it had not previously been required to file in the immediately preceding taxable period. Neither the Company nor any Subsidiary of the Company has requested or obtained any extension of time within which to file any Tax Return, which Tax Return has not since been filed. There are no Liens on any of the assets of the Company or any Subsidiary of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.

            (b) The Company and each Subsidiary of the Company have complied in all respects with all applicable Laws, rules and regulations relating to withholding Taxes and information returns, including, without limitation, the withholding and reporting requirements under Sections