AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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MANHATTAN ASSOCIATES INC | MADISON ACQUISITION CORP | EVANT, INC

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Georgia Date: 8/16/2005
Industry: Software and Programming Law Firm: Morris, Manning & Martin, LLP; Sector: Technology

AGREEMENT AND PLAN OF MERGER, Parties: manhattan associates inc , madison acquisition corp , evant inc

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EXHIBIT 2.1

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AGREEMENT AND PLAN OF MERGER

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BY AND AMONG

MANHATTAN ASSOCIATES, INC.,

MADISON ACQUISITION CORP.,

EVANT, INC.,

AND

TED SCHLEIN,

AS SHAREHOLDER REPRESENTATIVE

DATED AUGUST 10, 2005

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TABLE OF CONTENTS

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PAGE

ARTICLE I MERGER TRANSACTION AND TERMS.............................................................. 1

1.1 Merger........................................................................................ 1

1.2 Time and Place of Closing..................................................................... 2

1.3 Effective Time................................................................................ 2

1.4 Effect of the Merger on Constituent Corporations.............................................. 2

1.5 Further Action................................................................................ 3

ARTICLE II MANNER OF CONVERTING SHARES; PAYMENT OF MERGER

CONSIDERATION; EXCHANGE OF SHARES......................................................... 3

2.1 Conversion.................................................................................... 3

2.2 Shares Held by Evant or Buyer................................................................. 4

2.3 Stock Options................................................................................. 4

2.4 Warrants...................................................................................... 4

2.5 Dissenting Shareholders....................................................................... 4

2.6 Exchange Procedures........................................................................... 5

2.7 Rights of Former Evant Shareholders........................................................... 6

ARTICLE III ESCROWS AND WORKING CAPITAL AND CASH BALANCE ADJUSTMENTS.................................. 7

3.1 Escrows....................................................................................... 7

3.2 Working Capital and Cash Balance Adjustments.................................................. 8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS................................................. 12

4.1 Organization and Qualification................................................................ 12

4.2 Articles of Incorporation and Bylaws.......................................................... 13

4.3 Shareholders.................................................................................. 13

4.4 Authority Relative to This Agreement.......................................................... 13

4.5 Capitalization................................................................................ 14

4.6 No Conflict; Required Filings and Consents.................................................... 14

4.7 Permits; Compliance with Laws................................................................. 15

4.8 Financial Statements.......................................................................... 15

4.9 Owned Real Property........................................................................... 16

4.10 Absence of Certain Changes or Events.......................................................... 16

4.11 Employee Benefit Plans; Labor Matters......................................................... 18

4.12 Contracts..................................................................................... 19

4.13 Litigation.................................................................................... 20

4.14 Environmental Matters......................................................................... 20

4.15 Intellectual Property......................................................................... 21

4.16 Taxes......................................................................................... 22

4.17 Insurance..................................................................................... 23

4.18 Properties.................................................................................... 23

4.19 Brokers....................................................................................... 24

4.20 Certain Business Practices.................................................................... 24

4.21 Business Activity Restriction................................................................. 24

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4.22 Export Control Laws........................................................................... 24

4.23 Interested Party Transactions................................................................. 25

4.24 Accounts Receivable........................................................................... 25

4.25 Customers and Suppliers....................................................................... 25

4.26 Employee Complaints........................................................................... 25

4.27 Disclosures................................................................................... 26

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER and merger sub.................................... 26

5.1 Organization; Good Standing................................................................... 26

5.2 Authority Relative to This Agreement.......................................................... 26

5.3 No Conflict; Required Filings and Consents.................................................... 26

5.4 Ownership and Operations of Merger Sub........................................................ 27

5.5 Brokers....................................................................................... 27

ARTICLE VI COVENANTS................................................................................. 27

6.1 Employees of the Business..................................................................... 27

6.2 Consents; Failure to Obtain Consents.......................................................... 27

6.3 Tax Returns................................................................................... 27

6.4 Transition Cooperation........................................................................ 27

6.5 Notification.................................................................................. 27

6.6 Confidentiality............................................................................... 28

6.7 Public Announcements.......................................................................... 28

6.8 Sales and Transfer Tax Expenses............................................................... 29

6.9 No Solicitation of Other Offers............................................................... 29

6.10 Conduct of the Business....................................................................... 33

6.11 Employment Matters............................................................................ 34

6.12 Customer and Other Business Relationships..................................................... 35

6.13 Indemnification and Insurance................................................................. 35

6.14 Reasonable Business Efforts................................................................... 36

ARTICLE VII CONDITIONS PRECEDENT; CLOSING DELIVERIES.................................................. 36

7.1 Conditions Precedent of Buyer................................................................. 36

7.2 Conditions Precedent of Evant................................................................ 37

7.3 Deliveries by Evant........................................................................... 38

7.4 Deliveries by Buyer........................................................................... 38

ARTICLE VIII SURVIVAL; INDEMNIFICATION................................................................. 39

8.1 Survival of Representations and Warranties.................................................... 39

8.2 Indemnification............................................................................... 39

8.3 Notice of Claims.............................................................................. 40

8.4 Mitigation; Exclusivity of Remedy............................................................. 41

8.5 Third Person Claims........................................................................... 41

8.6 Limitations on Indemnification of Losses...................................................... 42

8.7 Disputes...................................................................................... 43

ARTICLE IX TERMINATION............................................................................... 43

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9.1 Termination................................................................................... 43

9.2 Effect of Termination......................................................................... 44

ARTICLE X GENERAL PROVISIONS........................................................................ 44

10.1 Notices....................................................................................... 44

10.2 Expenses...................................................................................... 45

10.3 Severability.................................................................................. 45

10.4 Assignment; Binding Effect; Benefit........................................................... 45

10.5 Incorporation of Exhibits..................................................................... 46

10.6 Governing Law and Jurisdiction................................................................ 46

10.7 Waiver of Jury Trial; Arbitration............................................................. 46

10.8 Headings; Interpretation...................................................................... 47

10.9 Counterparts.................................................................................. 47

10.10 Entire Agreement.............................................................................. 47

10.11 No Third-Party Beneficiaries.................................................................. 47

10.12 Amendments and Waivers........................................................................ 47

10.13 No Rule of Construction....................................................................... 47

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iii

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement") is made and entered

into as of August 10, 2005, by and between Manhattan Associates, Inc., a Georgia

corporation ("Buyer"), Madison Acquisition Corp., a California corporation

("Merger Sub"), Evant, Inc., a California corporation ("Evant"), and Ted Schlein

(the "Shareholder Representative", and, together with Buyer, Merger Sub and

Evant, each a "Party" and collectively, the "Parties").

WHEREAS, Evant is engaged in, among other things, providing merchandise

planning, replenishment and inventory optimization software applications and

solutions, and related services (the "Business");

WHEREAS, Evant's authorized capital stock consists of common stock,

$0.0001 par value (the "Common Stock"), Series 1 Preferred Stock, $0.0001 par

value (the "Series 1 Preferred"), Series 2 Preferred Stock, $0.0001 par value

(the "Series 2 Preferred"), Series 3 Preferred Stock, $0.0001 par value (the

"Series 3 Preferred"), and Series 4 Preferred Stock, $0.0001 par value (the

"Series 4 Preferred" and, together with the Series 1 Preferred, the Series 2

Preferred and the Series 3 Preferred, sometimes referred to collectively herein

as the "Preferred Stock");

WHEREAS, pursuant to the terms and conditions set forth hereinafter, Buyer

wishes to acquire Evant by means of a merger (the "Merger") of Merger Sub with

and into Evant with Evant as the surviving corporation (the "Surviving

Corporation");

WHEREAS, at the effective time of such Merger, except as otherwise

provided herein, (A) all of the shares of Evant's capital stock shall be

converted into the right to receive an amount of cash (which, for certain

classes of capital stock, may be zero), (B) all of the outstanding warrants to

purchase shares of Preferred Stock of Evant shall be converted into the right to

receive an amount of cash (which, for certain warrants, may be zero) and (C) all

of the other outstanding options and rights to purchase shares of capital stock

of Evant shall be cancelled with no further liability on the part of the

Surviving Corporation or Buyer.

NOW, THEREFORE, in consideration of the premises and the representations,

warranties, covenants and agreements stated herein, and other good and valuable

consideration, the receipt and sufficiency of which hereby are acknowledged

conclusively, the Parties, each intending to be legally bound, agree as follows:

ARTICLE I

MERGER TRANSACTION AND TERMS

1.1 Merger. Subject to the terms and conditions of this Agreement and the

California General Corporation Law (the "CGCL"), at the Effective Time, Merger

Sub shall be merged with and into Evant in accordance with the applicable

provisions of the CGCL (the "Merger"). In the Merger, the separate corporate

existence of Merger Sub shall cease and Evant shall be the Surviving Corporation

resulting from the Merger, become a wholly-owned subsidiary of Buyer and

continue to be governed by the CGCL. Upon the satisfaction of the conditions set

forth in

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Article 7 of this Agreement, the Merger shall be consummated pursuant to the

terms of this Agreement, which has been approved by the respective Boards of

Directors of Evant, Merger Sub and Buyer, by Buyer in its capacity as the sole

shareholder of Merger Sub, and by the holders of a majority of the outstanding

shares of each class of the capital stock of Evant.

1.2 Time and Place of Closing. The closing of the transactions

contemplated hereby (the "Closing") will take place at 1:00 P.M. Eastern time on

the date that the Effective Time occurs (the "Closing Date") or at such other

time as the Parties, acting through their authorized officers, may mutually

agree. The Closing shall be held at such location as may be mutually agreed upon

by the Parties.

1.3 Effective Time. The Merger and other transactions contemplated by this

Agreement shall become effective on the date and at the time that all filings

necessary to effect the Merger shall become effective with the Secretary of

State of the State of California in accordance with the CGCL (the "Effective

Time"). Subject to the terms and conditions hereof, unless otherwise mutually

agreed upon in writing by the authorized officers of each Party, the Parties

shall use commercially reasonable efforts to cause the Effective Time to occur

on or before the third Business Day following satisfaction of all of the

conditions in Sections 7.1 and 7.2, other than those conditions requiring

performance at the Closing.

1.4 Effect of the Merger on Constituent Corporations. At the Effective

Time, the effect of the Merger shall be as provided in the applicable provisions

of the CGCL, except as provided herein. Without limiting the generality of the

foregoing, and subject thereto, at the Effective Time, all the property, rights,

privileges, powers and franchises of Merger Sub and Evant shall vest in the

Surviving Corporation; all debts, liabilities, obligations, restrictions,

disabilities and duties of Merger Sub and Evant shall become the debts,

liabilities, obligations, restrictions, disabilities and duties of the Surviving

Corporation.

(a) At the Effective Time, the Articles of Incorporation of Merger

Sub in effect immediately prior to the Effective Time, a copy of which is

attached as Exhibit 1.4(a), shall be the Articles of Incorporation of the

Surviving Corporation, as amended hereby; provided, however, that at the

Effective Time, such Articles of Incorporation of the Surviving Corporation

shall be amended to reflect that the name of the Surviving Corporation shall be

"Evant, Inc."

(b) The Bylaws of Merger Sub in effect immediately prior to the

Effective Time shall be the Bylaws of the Surviving Corporation until duly

amended or repealed.

Effective Time, together with such additional Persons (as defined in Section

4.1(b)) as may thereafter be elected, shall serve as the directors of the

Surviving Corporation from and after the Effective Time in accordance with the

Bylaws of the Surviving Corporation. The officers of Merger Sub in office

immediately prior to the Effective Time, together with such additional Persons

as may thereafter be elected, shall serve as the officers of the Surviving

Corporation from and after the Effective Time in accordance with the Bylaws of

the Surviving Corporation.

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1.5 Further Action. If, at any time after the Effective Time, any such

further action is necessary or desirable to carry out the purposes of this

Agreement or to vest the Surviving Corporation with full right, title and

possession to all assets, property, rights, privileges, powers and franchises of

Evant, or to effect the assignment to Evant of any and all Evant Intellectual

Property, or to complete and prosecute all domestic and foreign patent filings

related to such Evant Intellectual Property as permitted by applicable law, the

officers and directors of the Surviving Corporation are fully authorized to

take, and will take, all such lawful and necessary action, subject to the

express terms and conditions of this Agreement.

ARTICLE II

MANNER OF CONVERTING SHARES; PAYMENT OF

MERGER CONSIDERATION; EXCHANGE OF SHARES

2.1 Conversion. Subject to the provisions of this Article, at the

Effective Time, by virtue of the Merger and without any action on the part of

Buyer, Merger Sub, Evant or the shareholders of any of the foregoing, the shares

of the constituent corporations shall be converted as follows:

(a) Each share of capital stock of Buyer issued and outstanding

immediately prior to the Effective Time shall remain issued and outstanding from

and after the Effective Time.

(b) Each share of Merger Sub common stock issued and outstanding

immediately prior to the Effective Time shall cease to be outstanding and shall

be converted into one share of common stock of the Surviving Corporation.

immediately prior the Effective Time (other than (i) shares of Evant capital

stock held in Evant's treasury, (ii) shares of Evant capital stock held by Evant

or any of its Subsidiaries or Buyer or any of its Subsidiaries and (iii)

Dissenting Shares (as defined in Section 2.5)), by virtue of the Merger and

without any action on the part of Merger Sub, Evant or the holder thereof shall

be canceled, extinguished and converted into and shall become the right to

receive an amount in cash (without interest), subject to the escrow provisions

of Article III, equal to the amount that such share of capital stock would be

entitled to receive if Evant was liquidated at the Effective Time and Evant's

sole asset consisted of the Adjusted Merger Consideration and Evant had no

liabilities (as to each share of capital stock, the "Relevant Per Share Merger

Consideration"). The Parties acknowledge that the holders of Evant Common Stock

will receive no consideration for any share of Evant Common Stock and the

holders of one or more series of Preferred Stock will likely receive less than

the maximum liquidation preference allowable under the Articles of Incorporation

of Evant that are in effect as of the date hereof. Such Relevant Per Share

Merger Consideration shall be in lieu of any amounts payable pursuant to any

deemed liquidation under the Articles of Incorporation of Evant. For these

purposes, "Adjusted Merger Consideration" shall mean $50,000,000 (the "Merger

Consideration") plus the aggregate exercise price for all Evant Warrants (as

defined in Section 2.4), other than Out-of-Money Warrants (as defined in Section

2.4), and all shares of Preferred Stock issuable pursuant to the exercise of

Evant Warrants (other than Out-of-Money Warrants) shall be deemed outstanding

for purposes of the

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calculation of the Relevant Per Share Merger Consideration. Notwithstanding the

foregoing, if, between the date of this Agreement and the Effective Time, any

shares of Evant capital stock shall have been changed into a different number of

shares or a different class by reason of any dividend, subdivision,

reclassification, recapitalization, split, combination or exchange of shares,

then the Relevant Per Share Merger Consideration for each share of capital stock

contemplated by the Merger shall be correspondingly adjusted to reflect such

dividend, subdivision, reclassification, recapitalization, split, combination or

exchange of Evant capital stock.

2.2 Shares Held by Evant or Buyer. Each of the shares of Evant capital

stock beneficially owned by Evant or Buyer shall be canceled and retired at the

Effective Time and no consideration shall be issued in exchange therefor.

2.3 Stock Options. Except as set forth in Section 2.4, Buyer and Merger

Sub will not assume any outstanding options or similar rights to purchase Evant

capital stock (the "Evant Options"). At the Effective Time, each outstanding

Evant Option, whether vested or unvested in accordance with its terms (including

by reason of the transactions contemplated by this Agreement), shall be

canceled, and Evant's 2002 Stock Option/Stock Issuance Plan (the "Stock Option

Plan") shall be terminated. No holder of an Evant Option shall be entitled to

any compensation for such cancellation. Prior to the Effective Time, Evant shall

take such actions or cause such actions to be taken as are necessary to effect

the foregoing. Buyer and Merger Sub shall take such actions in connection

therewith as may be reasonably requested by Evant.

2.4 Warrants. At the Effective Time, each outstanding warrant to purchase

shares of any series of Preferred Stock of Evant (the "Evant Warrants") shall be

canceled and each holder of a Evant Warrant, to the extent vested in accordance

with its terms (including by reason of the transactions contemplated by this

Agreement), shall be entitled to receive from the Payment Agent in exchange

therefor cash in an amount equal to the product of (i) the positive difference

(if any) between the Relevant Per Share Merger Consideration for a share of the

series of Preferred Stock purchasable upon the exercise thereof and the exercise

price of such Evant Warrant multiplied by (ii) the number of shares of such

series of Preferred Stock subject to such Evant Warrant. Any Evant Warrant for

which the difference between the Relevant Per Share Merger Consideration for a

share of the series of Preferred Stock purchasable upon the exercise thereof and

the exercise price of such Evant Warrant is not a positive number is referred to

herein as an "Out-of-Money Warrant." Prior to the Effective Time, Evant shall

take such actions or cause such actions to be taken as are necessary to enable

the foregoing. Buyer and Merger Sub shall take such actions in connection

therewith as may be reasonably requested by Evant.

2.5 Dissenting Shareholders.

(a) Any holder of shares of Evant capital stock who perfects such

holder's dissenters' rights in accordance with and as contemplated by Sections

1300-1313 of the CGCL (such shares referred to herein as "Dissenting Shares")

shall be entitled to receive from the Surviving Corporation the value of such

shares in cash as determined pursuant to Sections 1300-1313 of the CGCL;

provided, that no such payment shall be made to any dissenting Shareholder (as

defined in Section 4.3) unless and until such dissenting Shareholder has

complied with the applicable provisions of the CGCL. In the event that after the

Effective Time a dissenting Shareholder fails to perfect, or effectively

withdraws or loses, such holder's right to appraisal of

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and payment for such holder's shares, each share of Evant capital stock of such

Shareholder shall thereupon be deemed to have been converted into and to have

become exchangeable for, as of the Effective Time, the right to receive the

Relevant Per Share Merger Consideration for such share and such share of Evant

capital stock shall no longer be a Dissenting Share.

(b) Evant shall provide notice in accordance with the CGCL to each

shareholder that is entitled to appraisal rights. Evant shall give prompt notice

to Buyer and the Shareholder Representative of any demands received by Evant for

appraisal of shares of Evant or any withdrawals of such demands. The Shareholder

Representative shall control all negotiations and proceedings with respect to

such demands, it being understood that the Buyer shall be entitled to

participate in such negotiations and proceedings and approve any settlement of

any demand. Subject to the provisions of Article VIII applicable thereto, Buyer

shall promptly pay to any dissenting Shareholder any and all amounts due and

owing to such holder as a result of any settlement of, or determination by a

Superior Court in the State of California with respect to, such demands. Evant

shall comply with the notice provisions of Sections 1300-1313 of the CGCL.

2.6 Exchange Procedures. Promptly after the Effective Time and not later

than five (5) days after the Effective Time, Buyer shall make available to

Buyer's transfer agent or another exchange agent selected by Buyer and

acceptable to the Shareholder Representative (the "Payment Agent") for exchange

in accordance with this Section cash in the amount equal to the Adjusted Merger

Consideration, subject to the escrow provisions of Article III. Promptly after

the Effective Time, Buyer and Evant shall cause the Payment Agent to mail a

customary form of letter of transmittal reasonably acceptable to Buyer and the

Shareholder Representative ("Letter of Transmittal") and appropriate transmittal

materials and instructions to (i) each holder of record of a certificate or

certificates which represented shares of Evant preferred stock issued and

outstanding immediately prior to the Effective Time, other than certificates

representing shares of Evant preferred stock held in Evant's treasury or

beneficially owned by Buyer or Evant (the "Certificates"), and (ii) each holder

of Evant Warrants issued and outstanding immediately prior to the Effective Time

(other than Out-of-Money Warrants).

(a) The Certificates delivered for exchange pursuant to this

Agreement shall be duly endorsed as the Payment Agent may require. If any

Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of

(i) an affidavit of that fact from the holder claiming such Certificate to be

lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as

Buyer and the Payment Agent may reasonably require and (iii) any other documents

necessary to evidence and effect the bona fide exchange thereof (the documents

described in clauses (i) through (iii), collectively, the "Lost Certificate

Documents"), the Payment Agent shall issue to such holder the consideration into

which the shares represented by such lost, stolen, mislaid or destroyed

Certificate shall have been converted. The Payment Agent may establish such

other reasonable and customary rules and procedures in connection with its

duties as it may deem appropriate. The Surviving Corporation shall pay all

charges and expenses, including those of the Payment Agent, in connection with

the distribution of the Relevant Per Share Merger Consideration. The Payment

Agent shall not be obligated to deliver the Relevant Per Share Merger

Consideration to which any former holder of Evant capital stock is entitled as a

result of the Merger until such holder surrenders such holder's Certificate or

Certificates or delivers the Lost Certificate Documents as provided in this

Section.

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(b) After the Effective Time, each holder of shares of Evant capital

stock (other than shares to be canceled pursuant to Section 2.2 or Dissenting

Shares) issued and outstanding at the Effective Time, upon surrender of such

holder's Certificates and a duly executed Letter of Transmittal, shall be

entitled to receive in exchange therefor by check or wire transfer (as selected

by such holder) an amount in cash equal to the product of (i) the number of

shares of Evant preferred stock evidenced by such Certificates and (ii) the

Relevant Per Share Merger Consideration for such shares of preferred stock, and

such Certificates shall, after such surrender, be marked as canceled.

Agent of each instrument evidencing an Evant Warrant (other than an Out-of-Money

Warrants) and a duly executed Letter of Transmittal related thereto, the holder

of such Evant Warrant shall be entitled to receive in exchange therefor by check

or wire transfer (as selected by such holder), the consideration described in

Section 2.4, and such Evant Warrant shall, after such surrender, be marked as

canceled.

(d) If any consideration is to be paid to a Person other than the

Person in whose name the Certificate or Evant Warrant surrendered in exchange

therefor is registered, it shall be a condition to such exchange that the Person

requesting such exchange shall deliver such Certificate or Evant Warrant

accompanied by all documents required to evidence and effect such transfer and

shall pay to the Surviving Corporation any transfer or other taxes required by

reason of the payment of such consideration to a Person other than that of the

registered holder of the Certificate or Evant Warrant so surrendered, or such

Person shall establish to the reasonable satisfaction of the Surviving

Corporation that such tax has been paid or is not payable.

(e) Each of Buyer, the Surviving Corporation and the Payment Agent

shall be entitled to deduct and withhold from the consideration otherwise

payable pursuant to this Agreement to any Shareholder or holder of an Evant

Warrant (an "Equityholder") such amounts, if any, as it is required to deduct

and withhold with respect to the making of such payment under the Internal

Revenue Code or any provision of state, local or foreign Tax law. To the extent

that any amounts are so withheld by Buyer, the Surviving Corporation or the

Payment Agent, as the case may be, such withheld amounts shall be treated for

all purposes of this Agreement as having been paid to the holder of the shares

of Evant capital stock in respect of which such deduction and withholding was

made by Buyer, the Surviving Corporation or the Payment Agent, as the case may

be.

(f) Any other provision of this Agreement notwithstanding, none of

Buyer, the Surviving Corporation, the Payment Agent or Shareholder

Representative shall be liable to a holder of Evant capital stock for any

amounts paid or property delivered in good faith to a public official pursuant

to any applicable abandoned property, escheat or similar law.

2.7 Rights of Former Evant Shareholders. At the Effective Time, the stock

transfer books of Evant shall be closed as to holders of Evant capital stock

immediately prior to the Effective Time and no transfer of Evant capital stock

by any such holder shall thereafter be made or recognized. Until surrendered for

exchange in accordance with the provisions of Section 2.6, each Certificate

theretofore representing shares of Evant capital stock (other than shares to be

canceled pursuant to Section 2.2 or Dissenting Shares) shall from and after the

Effective Time

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represent for all purposes only the right to receive the Relevant Per Share

Merger Consideration in exchange therefor. If after the Effective Time,

Certificates are presented to the Surviving Corporation or the Payment Agent for

any reason, they shall be canceled and exchanged as provided in this Article II.

ARTICLE III

ESCROWS AND WORKING CAPITAL AND CASH BALANCE ADJUSTMENTS

3.1 Escrows. At the Effective Time, Buyer will set aside the following

amounts of the Adjusted Merger Consideration (collectively, the "Escrow Amount")

and place it in escrow with SunTrust Bank or another escrow agent reasonably

acceptable to Evant and Buyer (the "Escrow Agent"), pursuant to the Escrow

Agreement, the form of which is attached hereto as Exhibit 3.1 (the "Escrow

Agreement"):

(a) General Escrow. $4,000,000, which shall be held in escrow until

the date which is 14 months after the Effective Time to satisfy any claims of

Buyer pursuant to Section 8.2(a) and 3.2 (the "General Escrow Amount)";

(b) Staples Escrow. 80% of the total amount of refund that Staples,

Inc. is entitled to receive under an amendment to the Software License Agreement

by and between Evant and Staples, Inc., dated December 19, 2003, (the "Staples

Contract"), which amendment is executed and delivered by Evant and Staples, Inc.

on or before the Effective Time; such portion of the total amount of refund due

under such amendment shall be held in escrow for a period of 6 months after the

Effective Time to satisfy any claims of Buyer pursuant to Section 8.2(b) (the

"Staples Escrow Amount"); and

Evant as to which a Shareholder is legally eligible to make a demand for the

payment of the fair market value of the share pursuant to Section 1301 of the

CGCL, 120% of the greater of (i) the Relevant Per Share Merger Consideration or

(ii) that portion of the Adjusted Merger Consideration which would be payable

with respect to such share if, prior to the calculation of the Relevant Per

Share Merger Consideration, all shares of Preferred Stock convertible into

shares of Common Stock (including shares issuable upon the exercise of Warrants

other than Out of Money Warrants) were converted into shares of Common Stock,

which shall be held in escrow for a period of 30 days following the giving of

notice of Shareholder approval of the Merger in accordance with Section 1301(a)

of the CGCL to satisfy any claims of Buyer pursuant to Section 8.2(c) (the

"Dissenting Shares Escrow Amount"); provided, however, that if any dissenting

Shareholder fails to make demand pursuant to Section 1301 of the CGCL in respect

of any such share within 30 days following the giving of notice of Shareholder

approval of the Merger in accordance with Section 1301(a) of the CGCL, the pro

rata portion of the Dissenting Shares Escrow Amount for such shares shall be

released from escrow (subject to any obligation of Buyer to pay any portion

thereof to the dissenting Shareholder in respect of such share under the terms

of Section 2.1(c) and subject to the obligations under Section 3.1(d) of this

Agreement), and the pro rata portion of the remaining balance of the Dissenting

Shares Escrow Amount (if any) shall be released (subject to the obligations

under Section 3.1(d) of this Agreement), if, as and the extent that the claim

for payment with respect to each share as to which such demand is made (the

"Demand

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Shares") is resolved in a manner which does not require any payment by Buyer or

the Surviving Corporation in accordance with the CGCL.

(d) Employee Retention Bonus Escrow. The parties acknowledge and

agree that 10% of the Adjusted Merger Consideration (including any portion

placed into escrow pursuant to subsections 3.1(a), (b) and (c)) is subject to

the satisfaction of Evant's obligations to employees of Evant under Evant's

Retention Bonus Plan adopted by Evant's board of directors (such amount the

"Employee Carveout"). Because the payment of the Employee Carveout to employees

is subject to the satisfaction of certain conditions, which conditions may not

be satisfied until 12 months after the Closing, the Employee Carveout will be

(a) placed in escrow immediately following the Closing, (b) administered by a

committee consisting of the Shareholder Representative, Hope Cochran (Evant's

Chief Financial Officer) and a representative of Buyer, and (c) released upon

the satisfaction of the conditions set forth in the Evant Retention Bonus Plan,

and, (d) in the event that certain conditions are not satisfied, deliver

unearned portions of the Employee Carveout to the Equityholders in accordance

with the Retention Bonus Plan. For those employees remaining employed by the

Surviving Corporation 12 months after the Closing, the distribution of the

Employee Carveout to such employees shall be substantially similar to the

amounts previously disclosed to Buyer (provided that Buyer acknowledges and

agrees that the amounts may change in the event of adjustments to the Adjusted

Merger Consideration, information obtained prior to Closing regarding intentions

of employees with respect to offers of employment with Buyer, and provisions of

the Retention Bonus Plan, as amended and administered by the Compensation

Committee of Evant, permitting reallocation to senior executives of a portion of

bonuses available under the Retention Bonus Plan).

3.2 Working Capital and Cash Balance Adjustments.

(a) The parties have contemplated that the Working Capital of Evant

as of 11:59 p.m. Eastern Standard Time on the day immediately preceding the

Closing Date (the "Closing Working Capital"), as calculated in accordance with

this Agreement and in accordance with and set forth on the Statement of Net

Working Capital attached hereto as Exhibit 3.2(a) (the "Form Working Capital

Statement"), will be negative $7,810,000 (the "Working Capital Target");

provided, however, for each seven calendar days by which the Effective Time is

after the later of (i) the date on which the last of the conditions to closing

set forth in Section 7.1 to be satisfied has been satisfied by Evant and (ii)

August 26, 2005, the Working Capital Target shall be reduced (i.e., made more

negative) by $100,000, but in no event shall the amount of adjustment pursuant

to the foregoing exceed $500,000. For example, if all of the closing conditions

set forth in Section 7.1 have been met by Evant on September 6 (but not sooner)

and the Effective Time occurs on September 21, the Working Capital Target will

be reduced by $200,000 to $8,010,000. "Working Capital" means the difference

between (A) the sum of the amounts shown in the line items from Evant's

consolidated balance sheets listed on Exhibit 3.2(a) under "Current Assets",

excluding any amount of Cash (as defined in Section 3.2(b)), and (B) the sum of

the amounts shown in the line items from Evant's consolidated balance sheets

listed on Exhibit 3.2(a) under "Current Liabilities", excluding any portion

thereof which also constitutes Funded Indebtedness (as defined below in Section

3.2(b)), and as otherwise calculated in accordance with this Agreement.

<PAGE>

(b) The parties have contemplated that at the Closing, Evant will

have a Net Cash Balance (as defined below) as of the Closing Date (the "Closing

Cash Balance") of zero (the "Cash Balance Target"). "Cash" means the amount of

cash and cash equivalents (including marketable securities and marketable short

term investments) that would be recorded on a consolidated balance sheet for

Evant which is prepared in accordance with GAAP using the same accounting

methods, policies, practices and procedures, with consistent classifications,

judgments and estimation methodology, as were used in preparation of Evant's

audited, consolidated balance sheet as of December 31, 2004. "Net Cash Balance"

means the amount of Cash less Funded Indebtedness and Transaction Fees. "Funded

Indebtedness" means the sum of all amounts owing by Evant or any Subsidiary of

Evant (including principal, interest, prepayment penalties or fees, premiums,

breakage amounts, expense reimbursements or other amounts payable in connection

with prepayment) to repay in full all amounts and terminate all obligations due

under all Indebtedness of Evant and its Subsidiaries as of immediately prior to

the Effective Time, and to obtain the release of Liens in favor of any party

securing the Indebtedness. "Indebtedness" means, without duplication, (i) any

obligations of Evant or any Subsidiary of Evant for borrowed money (including

all obligations for principal, interest, premiums, penalties, fees, expenses and

breakage costs), (ii) any obligations of Evant or any Subsidiary of Evant

evidenced by any note, bond, debenture or other debt security, (iii) any

obligations of Evant or any Subsidiary of Evant for or on account of capitalized

leases, (iv) any obligations of a Person other than Evant or any Subsidiary of

Evant secured by a Lien against any of the Assets of Evant or any Subsidiary of

Evant, (v) all obligations of Evant or any Subsidiary of Evant for the

reimbursement of letters of credit, bankers' acceptance or similar credit

transactions, (vi) any obligations of Evant or any Subsidiary of Evant under any

currency or interest rate swap, hedge or similar protection device, and (vii)

all obligations of the types described in clauses (i) through (vi) above of any

Person other than Evant or any Subsidiary of Evant, the payment of which is

guaranteed, directly or indirectly, by Evant or any Subsidiary of Evant.

"Transaction Fees" means the following unpaid fees, expenses and other similar

amounts that have been or are expected to be incurred at or prior to the

Effective Time on behalf of Evant, the Shareholder Representative and the

Equityholders in connection with the preparation, negotiation and execution of

this Agreement and the consummation of the transactions contemplated hereby,

including the Merger: (A) the fees and disbursements of, or other similar

amounts charged by, counsel to Evant or the Shareholder Representative, (B) the

fees and expenses of, or other similar amounts charged by, any accountants,

agents, financial advisors, consultants and experts employed by Evant or the

Shareholder Representative, and (C) the out-of-pocket expenses, if any, of Evant

or the Shareholder Representative incurred in such capacity.

calculated in accordance with this Agreement (including the Form Working Capital

Statement) and with GAAP applied using the same accounting methods, policies,

practices and procedures, with consistent classifications, judgments and

estimation methodology, as were used in preparation of Evant's audited,

consolidated balance sheet as of December 31, 2003; provided, however, Working

Capital shall not be calculated to include any changes in assets or liabilities

as a result of purchase accounting adjustments or other changes arising from or

resulting as a consequence of this Agreement or the transactions contemplated

hereby other than as expressly set forth on Form Working Capital Statement

attached hereto. Except as otherwise expressly provided in this Agreement, the

parties hereto covenant and agree that no amount shall be (or is intended to be)

included, in whole or in part (either as an increase or a reduction), more than

once in the

<PAGE>

calculation of (including any component of) the Estimated Working Capital,

Estimated Cash Balance, Closing Working Capital, Closing Cash Balance or any

other calculated amount pursuant to this Agreement if the effect of such

additional inclusion (either as an increase or a reduction) would be to cause

such amount to be over- or under-counted for purposes of such calculation. The

parties hereto further covenant and agree that if any provision of this

Agreement requires an amount or calculation to be "determined in accordance with

this Agreement and GAAP" (or words of similar import), then to the extent that

the terms of this Agreement (including the Form Working Capital Statement)

conflict with, or are inconsistent with, GAAP in connection with such

determination, the terms of this Agreement (including the Form Working Capital

Statement) shall control.

(d) No later than three business days prior to the Closing, Evant

shall cause to be prepared and delivered to Buyer, a certificate signed by the

Chief Financial Officer of Evant attaching a reasonable and good faith estimate

of (i) the Closing Working Capital (the "Estimated Working Capital") and (ii)

the Closing Cash Balance (the "Estimated Cash Balance" and, such Certificate,

the "Estimate Certificate"). The Estimated Working Capital and Estimated Cash

Balance shall be determined in accordance with this Agreement and the Form

Working Capital Statement. Upon delivery of the Estimate Certificate to Buyer,

Evant shall provide Buyer and its representatives with reasonable access to the

officers, employees, agreements and books and records of Evant (including

schedules and calculations of Evant used in the preparation of the Estimate

Certificate), to permit verification of the accuracy of the amounts set forth

therein. The Merger Consideration payable at the Closing shall be (i) increased

on a dollar for dollar basis by the amount, if any, by which the Estimated

Working Capital is greater than the Working Capital Target by more than $841,000

and (ii) reduced on a dollar for dollar basis by the amount, if any, by which

the Estimated Working Capital is less than the Working Capital Target by more

than $841,000. In addition, the Merger Consideration payable at the Closing

shall be (i) increased on a dollar for dollar basis by the amount, if any, by

which the Estimated Cash Balance is greater than the Cash Balance Target and

(ii) reduced on a dollar for dollar basis by the amount, if any, by which the

Estimated Cash Balance is less than the Cash Balance Target.

(e) Buyer shall cause to be prepared and, as soon as practical, but

in no event later than 30 days after the Closing Date, shall cause to be

delivered to the Shareholder Representative, a calculation of the Closing

Working Capital and the Closing Cash Balance (the "Initial Calculations"),

together with such schedules and data with respect to the determination of the

Closing Working Capital as may be appropriate to support such Initial

Calculations. The Closing Working Capital and the Closing Cash Balance shall be

determined in accordance with this Agreement, including the Form Working Capital

Statement.

(f) If the Shareholder Representative disagrees in whole or in part

with the Initial Calculations, then within 30 days after its receipt of the

Initial Calculations, it shall notify Buyer of such disagreement in writing (the

"Notice of Disagreement"), setting forth in reasonable detail the particulars of

any such disagreement; provided, however, that any such objection shall be

limited to any failure on the part of Buyer to prepare the Initial Calculations

in accordance with the standards set forth in this Section 3.2 and to

mathematical or similar errors. To be effective, any such Notice of Disagreement

shall include a copy of Buyer's Initial Calculations marked to indicate those

specific line items that are in dispute (the "Disputed Line

<PAGE>

Items") and shall be accompanied by the Shareholder Representative's calculation

of each of the Disputed Line Items and the Shareholder Representative's revised

Initial Calculations setting forth its determination of the Closing Working

Capital and the Closing Cash Balance, as the case may be. To the extent the

Shareholder Representative provides a Notice of Disagreement within such 30-day

period, all items that are not Disputed Line Items shall be final, binding and

conclusive for all purposes hereunder. In the event that the Shareholder

Representative does not provide a Notice of Disagreement within such 30-day

period, the Shareholder Representative shall be deemed to have accepted in full

the Initial Calculations as prepared by Buyer, which shall be final, binding and

conclusive for all purposes hereunder. In the event any Notice of Disagreement

is timely provided and contains the proper information as aforesaid, Buyer and

the Shareholder Representative shall use commercially reasonable efforts for a

period of 15 days (or such longer period as they may mutually agree) to resolve

any Disputed Line Items. During such 15-day period, Buyer and the Shareholder

Representative shall have access to the schedules and calculations of the other

used in the preparation of the Initial Calculations and the Notice of

Disagreement and the determination of the Closing Working Capital, the Closing

Cash Balance and Disputed Line Items. Each Party shall also use commercially

reasonable efforts to provide the other Party with access to supporting

documentation for the Initial Calculations and the Notice of Disagreement and

the determination of the Closing Working Capital, the Closing Cash Balance and

Disputed Line Items. If, at the end of such period, Buyer and the Shareholder

Representative are unable to resolve such Disputed Line Items, then such

Disputed Line Items shall be referred to the New York, New York office of KPMG

or, if such firm refuses or is unable to so serve, such other recognized firm of

independent certified public accountants selected by the mutual agreement of

Buyer and Shareholder Representative (the "Settlement Accountants"). If Buyer

and the Shareholder Representative are unable to agree on the choice of the

Settlement Accountants, they will select by lot a nationally recognized

accounting firm which is willing to so serve (after excluding Evant's and

Buyer's regular accounting firms) to be the Settlement Accountants. Buyer and

the Shareholder Representative will enter into reasonable and customary

arrangements for the services to be rendered by the Settlement Accountants under

this Section 3.2. The Settlement Accountants shall be directed to determine as

promptly as practicable (and in any event within 30 days from the date that the

dispute is submitted to it), whether the Initial Calculations were prepared in

accordance with the standards set forth in this Section 3.2 and whether and to

what extent (if any) the Closing Working Capital or the Closing Cash Balance

requires adjustment, limiting its review, however, only to the Disputed Line

Items so submitted. The Settlement Accountants shall resolve each Disputed Line

Item by calculating such Disputed Line Item in accordance with this Agreement

(for each such Disputed Line Item, the amount so calculated is referred to as

the "SA Determined Amount") and establishing as the final amount of such

Disputed Line Item, whichever of the amount proposed by Buyer or the amount

proposed by the Shareholder Representative for such Disputed Line Item which is

closest (or equal) to the SA Determined Amount for such Disputed Line Item. The

Surviving Corporation and the Shareholder Representative shall each furnish to

the Settlement Accountants relevant documents and information in their

possession relating to the disputed issues, and shall provide interviews and

answer questions, as such Settlement Accountants may reasonably request. The

determination of the Settlement Accountants shall be final, conclusive and

binding on the parties. The costs, fees and expenses of the Settlement

Accountants shall be paid by the Equityholders (by a reduction in the Adjusted

Merger Consideration) and by Buyer (by an increase in the Adjusted Merger

Consideration) based on the relative difference between the

<PAGE>

Parties' positions and the Closing Working Capital or the Closing Cash Balance,

as applicable, determined by the Settlement Accountants. By way of illustration,

if Buyer claims before the Settlement Accountants that the Closing Working

Capital is negative $10,000,000, and the Shareholder Representative claims

before the Settlement Accountants that the Closing Working Capital is negative

$7,000,000, and if the Settlement Accountants ultimately resolve the dispute by

determining that Closing Working Capital is negative $8,000,000, then the fees,

costs and expenses of the Settlement Accountants shall be allocated 2/3 (i.e.,

10,000,000 - 8,000,000) to the Buyer and 1/3 (i.e., 8,000,000 - 7,000,000) to

the Equityholders. Similarly, if Buyer claims before the Settlement Accountants

that the Closing Working Capital is negative $10,000,000, and the Shareholder

Representative claims before the Settlement Accountants that the Closing Working

Capital is negative $7,000,000, and if the Settlement Accountants ultimately

resolve the dispute by determining that Closing Working Capital is equal to or

greater than negative $7,000,000, then the fees, costs and expenses of the

Settlement Accountants shall be allocated 100% to the Buyer and 0% to the

Equityholders.

(g) If the difference between the Closing Working Capital as finally

determined in accordance with the provisions above and the Estimated Working

Capital shall be payable to the Equityholders as additional Merger Consideration

if positive and deducted from the General Escrow if negative. In like manner, if

the difference between the Closing Cash Balance as finally determined in

accordance with the provisions above and the Estimated Cash Balance shall be

payable to the Equityholders as additional Merger Consideration if positive and

deducted from the General Escrow if negative.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as disclosed in a document dated as of the date of this Agreement

and delivered by Evant to Buyer prior to the execution and delivery of this

Agreement and referring to the relevant representations and warranties in this

Agreement (the "Evant Disclosure Schedule"), as of the date of this Agreement,

Evant hereby represents and warrants to Buyer the following:

4.1 Organization and Qualification.

(a) Each of Evant and its Subsidiaries (as defined in Section

4.1(b)) is a corporation duly organized, validly existing and in good standing

under the laws of the jurisdiction of its incorporation, with the requisite

corporate power and authority to own, lease and operate its properties and to

carry on its business as it is now being conducted. Each of Evant and its

Subsidiaries is duly qualified or licensed 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 business makes such qualification

or licensing necessary, except for such failures to be so qualified or licensed

and in good standing that could not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect. For purposes of this Agreement,

"Material Adverse Effect" means a material adverse effect on the financial

condition or results of operations of Evant, taken as a whole, other than with

respect to any adverse effects that directly or indirectly result from general

economic conditions affecting Evant or the industry in which Evant competes.

<PAGE>

(b) Section 4.1(b) of the Evant Disclosure Schedule sets forth for

each Subsidiary of Evant (i) its name and jurisdiction of incorporation, (ii)

the number of shares of authorized capital stock of each class of its capital

stock, (iii) the number of issued and outstanding shares of each class of its

capital stock, the names of the holders thereof, and the number of shares held

by each such holder, and (iv) the number of shares of its capital stock held in

treasury. All of the issued and outstanding shares of capital stock of each

Subsidiary of Evant have been duly authorized and are validly issued, fully

paid, and nonassessable. Evant or one or more of its Subsidiaries holds of

record and owns beneficially all of the outstanding shares of each Subsidiary of

Evant, free and clear of any restrictions on transfer (other than restrictions

under the Securities Act and state securities laws), Taxes, Liens, options,

warrants, purchase rights, contracts, commitments, equities, claims, and

demands. There are no outstanding or authorized options, warrants, purchase

rights, subscription rights, conversion rights, exchange rights, or other

contracts or commitments that could require any of Evant and its Subsidiaries to

sell, transfer, or otherwise dispose of any capital stock of any of its

Subsidiaries or that could require any Subsidiary of Evant to issue, sell, or

otherwise cause to become outstanding any of its own capital stock. There are no

outstanding stock appreciation, phantom stock, profit participation, or similar

rights with respect to any Subsidiary of Evant. There are no voting trusts,

proxies, or other agreements or understandings with respect to the voting of any

capital stock of any Subsidiary of Evant. Except for the Subsidiaries set forth

in Section 4.1(b) of the Evant Disclosure Schedule, neither Evant nor any of its

Subsidiaries owns or has any right to acquire, directly or indirectly, any

outstanding capital stock of, or other equity interests in, any Person. As used

herein, "Liens" means all liens, claims, pledges, restrictions, rights of

others, voting agreements, charges or other encumbrances of any kind or nature

whatsoever. As used herein, "Subsidiary" shall mean any corporation or other

entity more than 50% of the stock or other ownership interest of which (measured

by virtue of voting rights) is owned by Evant. As used herein, "Person" shall

mean a natural person or any legal, commercial or governmental entity, such as,

but not limited to, a corporation, general partnership, joint venture, limited

partnership, limited liability company, trust, business association, group

acting in concert or any person acting in a representative capacity.

4.2 Articles of Incorporation and Bylaws. The copies of Evant's Articles

of Incorporation and Bylaws set forth in Section 4.2 of the Evant Disclosure

Schedule are true, complete and correct copies of Evant's current articles of

incorporation and bylaws and are in full force and effect. Evant is not in

violation of any of the provisions of its Articles of Incorporation or Bylaws.

4.3 Shareholders. Section 4.3 of the Evant Disclosure Schedule contains a

true and accurate list of the holders of record of all of the shares of capital

stock of Evant (the "Shareholders") and all options, warrants, purchase rights,

or other contracts or commitments that could require Evant to sell, transfer, or

otherwise dispose of any capital stock of Evant, setting forth next to such

holders name the number of such shares and, if applicable, the exercise price

and other terms thereof.4.4 Authority Relative to This Agreement. Evant has all

necessary power and authority to execute and deliver this Agreement, to perform

its obligations hereunder and to consummate the transactions contemplated

hereby. The execution and delivery of this Agreement by Evant and the

consummation by Evant of the transactions contemplated hereby, have been duly

and validly authorized by all necessary corporate action, and, except for

obtaining the consent of Evant's shareholders to the Merger as required by the

CGCL and the

<PAGE>

Company's articles of incorporation, no other corporate proceedings on the part

of Evant are necessary to authorize this Agreement or to consummate the

transactions contemplated hereby. This Agreement has been duly executed and

delivered by Evant and, assuming the due authorization, execution and delivery

by Buyer, constitutes the legal, valid and binding obligation of Evant,

enforceable against Evant in accordance with its terms, subject to applicable

laws of bankruptcy, insolvency or similar laws relating to creditors' rights

generally and to general principles of equity (whether applied in a proceeding

in law or equity).

4.5 Capitalization.

(a) Evant is authorized to issue up to 52,570,921 shares consisting

of (i) 29,500,000 shares of Common Stock, and (ii) 23,070,921 shares of

Preferred Stock, of which 13,624,173 shares are designated as Series 1

Preferred, 3,678,771 shares are designated as Series 2 Preferred, and 5,767,977

shares are designated as Series 3 Preferred. As of the date hereof, there are

issued and outstanding (i) 2,981,887 shares of Common Stock, (ii) 13,449,173

shares of Series 1 Preferred, (iii) 3,678,771 shares of Series 2 Preferred, and

(iv) 5,629,827 shares of Series 3 Preferred.

(b) All of the outstanding shares of Common Stock and Preferred

Stock have been duly authorized and validly issued, are fully paid and

nonassessable, were issued in compliance with all applicable securities laws,

have not been issued in violation of, and are not subject to, any preemptive

rights which have not been duly and validly waived, and no shareholder has a

right of rescission with respect thereto.

4.6 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by Evant does not,

and the performance by Evant of its obligations hereunder will not, assuming

that all consents, approvals, authorizations and permits described on Section

4.6(a) of the Evant Disclosure Schedule have been obtained and all filings and

notifications described on Section 4.6(a) of the Evant Disclosure Schedule have

been made, (i) conflict with or violate any provision of the Articles of

Incorporation or Bylaws of Evant, (ii) conflict with or violate any law

applicable to Evant or by which any property or asset of Evant is bound or

affected or (iii) result in any breach of or constitute a default (or an event

which with the giving of notice or lapse of time or both could reasonably be

expected to become a default) under, or give to others any right of termination,

amendment, acceleration or cancellation of, or result in the creation of a Lien

on any material property or asset of Evant pursuant to, any Contract, Permit,

franchise or other obligation to which Evant is a party or by which any property

or asset of Evant is bound, except, in the case of clauses (ii) or (iii), for

such conflicts, violations, breaches, defaults, rights of termination,

amendments, accelerations or cancellations, or Liens which would not reasonably

be expected to have a Material Adverse Effect on Evant.

(b) The execution and delivery of this Agreement by Evant does not,

and the performance by Evant of its obligations hereunder will not, require any

consent, approval, authorization or permit of, or filing by Evant with or

notification by Evant to, any governmental entity that, if not obtained or made,

would, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect.

<PAGE>

4.7 Permits; Compliance with Laws. Evant is in possession of all permits

necessary for Evant to own, lease and operate its properties or to produce,

store, distribute and market its products or otherwise to carry on the Business

as it is now being conducted, and, as of the date of this Agreement (the

"Permits"), none of the Permits has been suspended or cancelled nor is any such

suspension or cancellation pending or, to the knowledge of Evant, threatened,

except for such Permits for which the failure to possess or the suspension or

termination of which would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. Evant is not in conflict with, or in

default or violation of, (i) any law applicable to Evant or by which any

property or asset of Evant is bound or affected or (ii) any Permits, except for

such conflict, default or violation which would not reasonably be expected to

have a Material Adverse Effect. Evant has not received from any governmental

entity any written notification with respect to possible conflicts, defaults or

violations of laws which would reasonably be expected to have a Material Adverse

Effect. As used herein, "knowledge" shall mean, in the case of Evant, the actual

knowledge, as of the date of this Agreement, of Bob Lewis, Hope Cochran, Mark

Oney, Jack Harbaugh, Keith Bishop, Mike Matacunas and Homer Dunn, after making

due inquiry of other officers charged with senior administrative or operational

responsibility of such matters.

4.8 Financial Statements.

(a) Evant has delivered to Buyer true, complete and correct copies

of the following financial statements:

(i) audited statements of income and cash flows of Evant for

the fiscal year ended December 31, 2002, and an audited balance sheet of Evant

as of December 31, 2002, together with the related notes and schedules, if any

(such audited balance sheet, statements of income and cash flows and the related

notes and schedules are referred to herein as the "Year 2002 Financial

Statements");

(ii) audited statements of income and cash flows of Evant for

the fiscal year ended December 31, 2003, and an audited balance sheet of Evant

as of December 31, 2003, together with the related notes and schedules, if any

(such audited balance sheet, statements of income and cash flows and the related

notes and schedules are referred to herein as the "Year 2003 Financial

Statements");

(iii) unaudited statements of income and cash flows of Evant

for the fiscal year ended December 31, 2004, and an unaudited balance sheet of

Evant as of December 31, 2004, together with the related notes and schedules, if

any (such unaudited balance sheet, statements of income and cash flows and the

related notes and schedules are referred to herein as the "Year 2004 Unaudited

Financial Statements");

(iv) unaudited statements of income and cash flows of Evant

for the six-month period ended June 30, 2005 and an unaudited balance sheet (the

"June 30 Financial Statements") of Evant as of June 30, 2005 (the "Balance Sheet

Date") (such Year 2002 Financial Statements, Year 2003 Financial Statements,

Year 2004 Unaudited Financial Statements and June 30 Financial Statements are

referred to collectively herein as the "Financial Statements").

<PAGE>

(b) On or before the Closing Date, Evant will deliver to Buyer true,

complete and correct copies of the audited statements of income and cash flows

of Evant for the fiscal year ended December 31, 2004, and an audited balance

sheet of Evant as of December 31, 2004, together with the related notes and

schedules, if any (such audited balance sheet, statements of income and cash

flows and the related notes and schedules are referred to herein as the "Year

2004 Audited Financial Statements").

has no liabilities or obligations of any nature (whether accrued, absolute,

contingent or otherwise) that are, individually or in the aggregate, material to

the Business and that would be required to be reflected on a balance sheet or in

notes thereto prepared in accordance with GAAP, except for immaterial

liabilities or obligations incurred in the ordinary course of business

consistent with past practice since the Balance Sheet Date. All reserves

established by Evant and set forth in the Financial Statements are in accordance

with GAAP, consistently applied. On the Balance Sheet Date, there were no

material loss contingencies (as such term is used in Statement of Financial

Accounting Standard No. 5) that were not adequately provided for in the June 30

Financial Statements.

(d) The Financial Statements fairly present, in all material

respects, the financial position of Evant and results of operations and cash

flows as of and for the periods indicated therein, and the Year 2004 Audited

Financial Statements will fairly present, when delivered, the financial position

of Evant and results of operations and cash flows as of and for the periods

indicated therein.

4.9 Owned Real Property. Evant does not own any real property or hold any

options to purchase real property.

4.10 Absence of Certain Changes or Events. Since the Balance Sheet Date,

Evant has conducted its businesses only in the ordinary course consistent with

past practice. Without limiting the generality of the foregoing, except as

specifically contemplated by this Agreement, since the Balance Sheet Date:

(a) There has been no event which has had a Material Adverse Effect

on Evant;

(b) Neither the Business, properties nor assets of Evant have

suffered a loss (whether or not covered by insurance), as the result of fire,

explosion, earthquake, accident, labor trouble, condemnation or taking of

property by any governmental entity, flood, windstorm, pestilence, embargo,

riot, act of God or the public enemy, any other casualty or similar event or any

other cause, which loss has, will have or could reasonably be expected to have a

Material Adverse Effect;

distribution (whether in ownership interests or property (other than cash) or

any combination thereof) in respect of any ownership interests of Evant;

<PAGE>

(d) Evant has not purchased, redeemed or otherwise acquired (or

committed itself to purchase, redeem or acquire), directly or indirectly, any

ownership interests or other security of Evant;

(e) Evant has not made any acquisition of all or any part of the

assets, properties, capital stock or business of any other entity, other than

inventory, equipment and supplies acquired in the ordinary course of business

consistent with past practice;

(f) Evant has not, except in the ordinary course of business

consistent with past practice, sold or otherwise disposed of any material assets

of Evant;

(g) Evant has not sold, assigned, transferred, conveyed or licensed,

or committed itself to sell, assign, transfer, convey or license, any

Intellectual Property (as defined in Section 4.15), other than in the ordinary

course of business;

(h) Evant has not waived or released any right or claim of material

value to its business, including any write-off or other compromise of any

material account receivable of Evant;

(i) Evant has not paid, directly or indirectly, any of its material

liabilities before the same became due in accordance with its terms other than

in the ordinary course of business consistent with past practice;

(j) Evant has not made any payment or commitment to pay any

severance or termination pay to any employee of Evant;

(k) Evant has not made any wage or salary increase or bonus, or

increase in any other direct or indirect compensation for or to any employee,

officer, director, consultant, agent or other representative, other than to

non-officers or non-director employees, consultants, agents or other

representatives in the ordinary course of business consistent with past

practices;

(l) Evant has not made any loan or advance to any of its equity

owners, officers, directors, employees, consultants, agents or other

representatives (other than travel advances made in the ordinary course of

business), or made any other loan or advance otherwise than in the ordinary

course of business consistent with past practice;

(m) Evant has not pledged or otherwise, voluntarily or

involuntarily, encumbered any of its assets or properties, except for Liens for

current taxes which are not yet delinquent or which are being contested in good

faith and purchase-money Liens arising out of the purchase or sale of products

made in the ordinary course of business and in any event not in excess of

$35,000 for any single item or $75,000 in the aggregate;

(n) Evant has not materially changed any of its accounting methods,

principles, procedures or practices;

(o) Evant has not materially changed any of its business policies or

practices, including advertising, marketing, pricing, purchasing, personnel,

sales or budget policies; and

<PAGE>

(p) Evant has not entered into any agreement to do any of the

foregoing.

4.11 Employee Benefit Plans; Labor Matters.

(a) (i) No assets of Evant are subject to any Lien relating to any

"employee benefit plan" (as such term is defined in the Employee Retirement

Income Security Act of 1974, as amended ("ERISA")) that would affect in any

manner whatsoever Buyer's right, title and interest in, or Buyer's right to use

or enjoy, free and clear of any Lien, any assets of Evant or any aspect of the

Business. "ERISA Affiliate" means each trade or business (whether or not

incorporated) which together with Evant is, or at any time for which any

relevant statute of limitations remains open was, treated as a single employer

pursuant to sections 414(b), (c), (m) or (o) of the Internal Revenue Code of

1986, as amended, and the rules and regulations promulgated thereunder

(collectively, the "Code").

(i) Neither Evant nor any ERISA Affiliate has maintained,

contributed to, or incurred any liability or obligation with respect to, any

employee pension benefit plan subject to Title IV of ERISA or section 412 of the

Code, including any "multi-employer plan" (as defined in ERISA), nor to any

"multiple employer welfare arrangement" (as defined in ERISA) that could

reasonably be expected by reason of the transactions contemplated by this

Agreement to become a liability of Buyer or to attach to any assets of Evant.

(ii) Evant maintains for its employees the 401(k) plan

described on Section 4.11(a)(iii) of the Evant Disclosure Schedule.

(iii) Evant does not maintain any employee welfare benefit

plan that provides medical or life insurance following an employee's termination

of employment, other than as required by section 4980B of the Code, Part 6 of

Subtitle B of Title I of ERISA or other applicable law.

(b) Evant is not a party to any collective bargaining or other labor

union Contract applicable to persons employed by Evant, and no collective

bargaining agreement is being negotiated by Evant. Since January 1, 2003, there

has not been, there is not presently pending or existing, and to the knowledge

of Evant, there is not threatened, any labor dispute, strike, work stoppage or

employee grievance process against Evant that may interfere with the business

activities of Evant. As of the date of this Agreement, to the knowledge of

Evant, neither Evant nor any of its representatives or employees has committed

any unfair labor practice in connection with the operation of the Business, and

there is no charge or complaint filed or threatened against Evant with the

National Labor Relations Board or any comparable governmental entity.

currently applicable laws and regulations respecting employment, discrimination

in employment, terms and conditions of employment, equal employment opportunity,

immigration, wages, hours and occupational safety and health and employment

practices. Evant is not liable for the payment of any taxes, fines, penalties,

or other amounts, however designed, for failure to comply with the foregoing

laws and regulations. There are no controversies pending or, to the knowledge of

Evant, threatened, between Evant and any of its employees, which controversies

have or could

<PAGE>

reasonably be expected to result in an action, suit, proceeding, claim,

arbitration or investigation before any agency, court or tribunal, foreign or

domestic, and there are no existing factors or circumstances that could

reasonably be expected to result in such an action, suit, proceeding, claim,

arbitration or investigation. To the knowledge of Evant, no employees of Evant

are in violation of any term of any employment Contract, patent disclosure

agreement, noncompetition agreement, or any restrictive covenant to a former

employer relating to the right of any such employee to be employed by Evant

because of the nature of the business conducted or presently proposed to be

conducted by Evant or to the use of trade secrets or proprietary information of

others. Evant has not received since January 1, 2005, any written or, to Evant's

knowledge, oral notice that any such employee intends to terminate his or her

employment with Evant.

4.12 Contracts. Set forth on Section 4.12 of the Evant Disclosure Schedule

is a list of the following Contracts to which Evant is a party or by which or to

which any of the assets of Evant are bound or subject, in effect on the date

hereof (collectively, the "Material Contracts"), true and complete copies of

which have been provided or made available to Buyer or its counsel:

(a) distributor, sales, marketing, vendor, advertising, financial

advisory, broker-dealer, agency or manufacturer's representative Contracts

involving more than $20,000;

(b) continuing Contracts for the purchase or provision of materials,

supplies, equipment or services involving in the case of any such Contract more

than $20,000 over the life of the Contract;

Person other than Evant so as to expire, more than one year after the date of

this Agreement and involving more than $20,000 in the aggregate;

(d) trust indentures, mortgages, promissory notes, loan agreements

or other Contracts for the borrowing of money, any currency exchange,

commodities or other hedging arrangement or any leasing transaction of the type

required to be capitalized in accordance with GAAP;

(e) Contracts for capital expenditures in excess of $50,000 in the

aggregate;

(f) Contracts currently in effect that were entered into in the

ordinary course of business and that involve the payment or receipt of

consideration in excess of $20,000;

(g) Contracts for the sale, lease or sublease of real property;

(h) Contracts for the sale of any material assets or properties of

Evant or for the grant to any Person of any preferential rights to purchase any

material assets or properties of Evant, other than in the ordinary course of

business;

(i) Contracts establishing joint ventures or partnerships;

(j) Contracts containing any material obligations or liabilities of

any kind to holders of ownership interests of Evant except for contracts for the

sale or purchase of such ownership interests which have been fully performed;

<PAGE>

(k) Contracts relating to the acquisition by Evant of any

operating business or any capital stock of any other Person;

(l) Contracts requiring the payment to any Person of any

material override or similar commission or fee;

(m) Contracts with any current or former officer or director,

including any employment or deferred compensation Contract and any compensation,

bonus, incentive plan, severance or change-in-control Contract;

(n) agreements of guarantee, support, indemnification,

assumption or endorsement of, or any similar commitment with respect to, the

obligations, liabilities (whether accrued, absolute, contingent or otherwise) or

indebtedness of any other Person that involve the potential payment by Evant of

amounts in excess of $25,000 in the aggregate;

(o) Contracts that were not made in the ordinary course of

business and that are material to Evant taken as a whole; and

(p) Each amendment, supplement and modification (whether oral

or written) in respect of any of the foregoing Contracts.

Evant is not in violation of or in default under (nor has there

occurred any event that with the giving of notice or the expiration of any cure

period would result in such a violation of or default under) any Material

Contract, except for such violations or defaults which would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Each Material Contract is in full force and effect and is a legal, valid and

binding obligation of Evant and, to the knowledge of Evant, each of the other

parties thereto, enforceable in accordance with its terms, in each case, subject

to applicable laws of bankruptcy, insolvency or similar laws relating to

creditors' rights generally and to general principles of equity (whether applied

in a proceeding in law or equity).

4.13 Litigation. There is no suit, claim, action, proceeding or

investigation pending or, to the knowledge of Evant, threatened against Evant

and, Evant has not received any written, or, to the knowledge of Evant, oral

claim that could reasonably be expected to result in such a suit, claim, action,

proceeding or investigation that would have a Material Adverse Effect. Evant has

not received any written or, to the knowledge of Evant, oral notice that could

reasonably be expected to result in the denial of insurance coverage under

policies issued to Evant in respect of such suits, claims, actions, proceedings

and investigations. Evant and the Business are not subject to any outstanding

order, writ, injunction or decree. No injunction, judgment, or other order has

been issued by any court or governmental authority in any legal action or

proceeding instituted by a third party against Evant or any of their assets

arising by reason of the transaction contemplated by this Agreement, which

restrains, prohibits or invalidates or seeks to restrain, prohibit or

invalidate, the consummation of the transactions contemplated by this Agreement,

or seeks damages related thereto.

4.14 Environmental Matters. To the knowledge of Evant, (i) Evant is in

compliance with all federal, state, local and foreign statutes, codes, laws,

ordinances, regulations, rules, guidance, notices, permits, judgments, orders

and decrees applicable to it or any of its properties,

<PAGE>

assets, operations and businesses relating to pollution or the protection of

human health or the environment ("Environmental Laws") except such noncompliance

as would not reasonably be expected to have a Material Adverse Effect; (ii) all

past noncompliance of Evant with Environmental Laws has been resolved without

any pending, ongoing or future obligation, cost or liability; and (iii) Evant

has not released a Hazardous Waste, Hazardous Material or Hazardous Substance

(as defined in any Environmental Law) at, or transported a Hazardous Material to

or from, any real property leased or occupied by Evant, in violation of any

Environmental Law.

4.15 Intellectual Property.

(a) As used in this Agreement, "Intellectual Property" shall

mean Licensed Intellectual Property (defined below), all patents, inventions,

registered and unregistered trademarks, trade names, service marks, Internet

domain name registrations, copyrights, copyrightable material (whether or not

registered) and any renewal rights therefor, trade secrets, know-how, computer

software programs, Software Programs (defined below) or applications in both

source and object code form, technical documentation of such software programs,

registrations and applications for any of the foregoing that are used in the

Business and/or in any product, technology or process (i) currently

manufactured, used, referenced, licensed, published, marketed, sold or owned by

Evant, or (ii) currently under development for possible future manufacturing,

publication, marketing, licensing or other use by Evant.

(b) Section 4.15(b) of the Evant Disclosure Schedule contains

a true and complete list of all of the following items of Intellectual Property

owned by Evant: patents, patent applications, trademark registrations, trademark

applications, other material trademarks, trade names, service mark

registrations, service mark applications, other material service marks, Internet

domain name registrations and copyright registrations and applications.

rights that are: (i) owned by Evant; (ii) in the public domain; or (iii) used by

Evant pursuant to a valid third party license (the "Licensed Intellectual

Property"). Section 4.15(c) of the Evant Disclosure Schedule contains a true and

complete list of all the Licensed Intellectual Property used by Evant. The

parties, date, term and the licensed Intellectual Property of each such third

party license agreement (each, a "License Agreement") is also set forth on

Section 4.15(c) of the Evant Disclosure Schedule; provided, however, that any

License Agreement to any commercially available Licensed Intellectual Property

that can be acquired or licensed for less than $25,000 individually, including,

without limitation, commercially available software programs, need not be set

forth on Section 4.15(c) of the Evant Disclosure Schedule. All licenses to use

the Licensed Intellectual Property will be transferable to Buyer immediately

following the Effective Time. To the knowledge of Evant, Evant has all rights in

the Intellectual Property necessary to carry out Evant's current activities (and

had all rights necessary to carry out its former activities at the time such

activities were being conducted). To Evant's knowledge, Evant is not in breach

of any License Agreement.

(d) Evant owns or possesses adequate licenses or other valid

rights to use all Intellectual Property within the Business, and the operation

of the Business as currently conducted does not infringe on any copyright, trade

secret, trademark, service mark, trade name,

<PAGE>

trade dress, logo, or, to the knowledge of Evant, any mask work or patent or any

other personal or intellectual property right of any Person. No written or, to

the knowledge of Evant, oral claims (i) challenging the validity, effectiveness

or, other than with respect to the Licensed Intellectual Property, ownership by

Evant of any of the Intellectual Property owned by Evant, (ii) challenging the

validity of Evant's use of the Licensed Intellectual Property in its Business or

claiming a breach of any License Agreement; or (iii) to the effect that Evant's

operation of the Business infringes or will infringe on any intellectual

property or other personal right of any Person, have been asserted to Evant. To

the knowledge of Evant, no such claims are threatened by any Person, nor are

there, to the knowledge of Evant, any valid grounds for any bona fide, material

claim of infringement. To the knowledge of Evant, all registered, granted or

issued patents, trademarks, Internet domain name registrations and registered

copyrights owned by Evant are enforceable and subsisting. To the knowledge of

Evant, there is no unauthorized use, infringement or misappropriation of any of

the Intellectual Property by any third-party, agent, director, officer, employee

or former employee, director, officer or agent.

(e) All personnel, including employees, officers, directors,

agents, consultants and contractors, who have contributed to or participated in

the conception, use or development of the Intellectual Property have executed

agreements that require such personnel to assign any and all interest in the

Intellectual Property to Evant and to keep confidential all trade secrets,

proprietary data, customer information or other business information of Evant.

(f) Evant is not, nor as a result of the execution or delivery

of this Agreement, or performance of Evant's obligations hereunder will Evant

be, in violation of any license, sublicense, agreement or instrument to which

Evant is a party or otherwise bound, nor will execution or delivery of this

Agreement, or performance of Evant's obligations hereunder, cause the

diminution, termination or forfeiture of any Intellectual Property, except as

will not have, individually or in the aggregate, a Material Adverse Effect.

(g) Section 4.15(g) of the Evant Disclosure Schedule contains

a true and complete list of all of the software programs owned by or under the

development of Evant (the "Software Programs"). Software Programs do not include

Licensed Intellectual Property. Evant owns full and unencumbered right and good

and marketable title to the Software Programs free and clear of all mortgages,

pledges, security interests, conditional sales agreements, charges or other

Liens of any kind, except for Evant's licensing of the Software Programs in the

ordinary course of business.

(h) Except for escrow agreements entered into in the ordinary

course of business that provide source code to those Persons listed on Section

4.15(h) of the Evant Disclosure Schedule, each of whom are bound by an

appropriate confidentiality Contract, the source code and system documentation

relating to the Software Programs (i) have been disclosed by Evant only to

personnel who have a "need to know" the contents thereof in connection with the

performance of their duties to Evant, and (ii) have not been disclosed to any

third party.

4.16 Taxes.

(a) To the extent that failure to do so would adversely affect

Buyer, Evant, the Business or Buyer's ownership of the capital stock of Evant or

operation of Evant or the

<PAGE>

Business, Evant has timely filed all material Tax Returns that he, she or it was

required to file. All such Tax Returns have been true and complete in all

material respects. All Taxes required to have been paid by Evant (whether or not

shown or required to be shown on any Tax Return) have been paid to the extent

that failure to do so would adversely affect Buyer, Evant, the Business or

Buyer's ownership of the capital stock of Evant or operation of Evant or the

Business. No claim has ever been made in writing by an authority in a

jurisdiction where Evant does not file Tax Returns that Evant is or may be

subject to taxation in such jurisdiction. To the extent that failure to do so

would adversely affect Buyer, Evant, the Business or Buyer's ownership of the

capital stock of Evant or operation of Evant or the Business, Evant has withheld

and paid all material Taxes required to have been withheld and paid in

connection with any amounts paid or owing to any employee, independent

contractor, creditor, or shareholder or other third party, and all Forms W-2 and

1099 required with respect thereto have been properly completed and timely filed

in all material respects. There is no material dispute or claim concerning any

Tax liability of Evant (A) raised by any authority in writing or (B) of which

Evant has knowledge. Evant has not waived any statute of limitations in respect

of Taxes nor agreed to any extension of time with respect to a Tax assessment or

deficiency. Evant is not a party to any Tax allocation or sharing agreement

pursuant to which Buyer could have any liability following Closing.

(b) As used in this Agreement:

(i) "Tax" means any federal, state, local or foreign

income, gross receipts, license, payroll, employment, excise, severance, stamp,

occupation, windfall profits, custom duties, ownership interests, franchise,

profits, withholding, social security (or similar), unemployment, disability,

real property, personal property, sales, use, transfer, registration,

value-added, alternative, or other tax of any kind whatsoever, whether computed

on a separate or consolidated, unitary, or combined basis or in any other

manner, including any interest, penalty, or addition thereto, whether disputed

or not and including any obligation to indemnify or otherwise assume or succeed

to the Tax liability of any other Person.

(ii) "Tax Return" means any return, declaration, report,

claim for refund, or information return or statement relating to Taxes,

including any schedule or attachment thereto, and including any amendment

thereof.

4.17 Insurance. Evant is presently insured, and during each of the past

three calendar years has been insured, against such risks as companies engaged

in a similar business would, in accordance with good business practice,

customarily be insured. Evant maintains, in full force and effect, the insurance

policies set forth on Section 4.17 of the Evant Disclosure Schedule.

4.18 Properties. Evant has good and marketable title, free and clear of

all Liens, to all its material properties and assets, whether tangible or

intangible, real, personal or mixed, reflected in the June 30 Financial

Statements as being owned by Evant as of the date thereof, other than (i) any

properties or assets that have been sold or otherwise disposed of in the

ordinary course of business consistent with past practices since the Balance

Sheet Date, (ii) Liens disclosed in the notes to such financial statements,

(iii) any Liens arising in the ordinary course of business consistent with past

practices after the Balance Sheet Date and (iv) any Permitted Liens. All

buildings, and all fixtures, equipment and other property and assets that are

material

<PAGE>

to Evant's Business on a consolidated basis, held under leases or sub-leases by

Evant are held under valid instruments enforceable in accordance with their

respective terms, subject to applicable laws of bankruptcy, insolvency or

similar laws relating to creditors' rights generally and to general principles

of equity (whether applied in a proceeding in law or equity). Substantially all

of Evant's equipment in regular use has been reasonably maintained and is in

serviceable condition, ordinary wear and tear excepted. The assets of Evant

constitute all of the assets, tangible and intangible, of any nature whatsoever,

necessary to operate the Business in the manner presently operated by Evant. As

used herein, "Permitted Liens" shall mean the following: (a) Liens for current

Taxes not yet due and payable or that are being contested in good faith by

appropriate proceedings or that are otherwise not material; (b) encumbrances

that do not materially impair the ownership or use of the assets to which they

relate; (c) statutory or common law Liens to secure obligations to landlords,

lessors or renters under leases or rental agreements; (d) deposits or pledges

made in connection with, or to secure payment of, workers' compensation,

unemployment insurance or similar programs mandated by applicable law; (e)

statutory or common law Liens in favor of carriers, warehousemen, mechanics and

materialmen, to secure claims for labor, materials or supplies, and other like

Liens; and (f) such other Liens as would not reasonably be expected to have a

Material Adverse Effect on Evant.

4.19 Brokers. Other than fees payable to Seven Hills upon the Closing,

no broker, finder or investment banker is entitled to any brokerage, finders' or

other fee or commission in connection with this Agreement or the transactions

contemplated hereby based upon arrangements made by or on behalf of Evant.

4.20 Certain Business Practices. Neither Evant nor, to the knowledge of

Evant, any director, officer, agent or employee of Evant (in his or her capacity

as such) has (i) used any funds for unlawful contributions, gifts, entertainment

or other unlawful expenses relating to political activity, (ii) made any

unlawful payment to foreign or domestic government officials or employees or to

foreign or domestic political parties or campaigns or violated any provision of

the Foreign Corrupt Practices Act of 1977, as amended, or (iii) made any other

unlawful payment.

4.21 Business Activity Restriction. There is no non-competition or

other similar agreement, commitment, judgment, injunction, order or decree to

which Evant is a party or subject to that has or could reasonably be expected to

have the effect of prohibiting or impairing the conduct of the Business by Evant

as currently conducted. Evant has not entered into any agreement under which

Evant is restricted from selling, licensing or otherwise distributing any of its

technology or products to, or providing services to, customers or potential

customers or any class of customers, in any geographic area, during any period

of time or in any segment of the market or line of business.

4.22 Export Control Laws. Evant has conducted its export transactions

in accordance with applicable provisions of United States export control laws

and regulations, including but not limited to the Export Administration Act of

2001 and all implementing Export Administration regulations, except for such

violations which would not have, individually or in the aggregate, a Material

Adverse Effect.

<PAGE>

4.23 Interested Party Transactions. No executive officer, director,

Affiliate or equity owner of Evant has engaged in any business dealings with

Evant during the last three years other than business dealings engaged on behalf

of Evant in which such Person had no pecuniary interest other than compensation

from Evant in connection with services rendered as a director, officer, employee

or consultant or such Person's equity ownership interest in Evant. "Affiliate"

of a Person shall mean: (i) any other Person directly, or indirectly through one

or more intermediaries, controlling, controlled by or under common control with

such Person; (ii) any officer, director, partner, employer, or direct or

indirect beneficial owner of any 10% or greater equity or voting interest of

such Person; or (iii) any other Person for which a Person described in clause

(ii) acts in any such capacity.

4.24 Accounts Receivable. All accounts receivable of Evant that are

reflected on the June 30 Financial Statements represent valid obligations

arising from sales actually made or services actually performed by Evant in the

ordinary course of business. Unless paid prior to the Closing Date, such

accounts receivable are, as of the Closing Date, reasonably current (meaning not

more than approximately 60 days past the date of invoicing) and reasonably

anticipated to be collectible net of the allowances or reserves shown on the

June 30 Financial Statements or on the accounting records of Evant as of June

30, 2005. Section 4.24 of the Evant Disclosure Schedule sets forth an aged list

of accounts receivable of Evant as of June 30, 2005.

4.25 Customers and Suppliers. Evant has received no written, or, to the

knowledge of event, oral notice from any material customer or supplier of Evant

asserting that such customer does not intend to pay for services rendered or

products purchased, stating that such supplier does not intend to continue to

supply goods or services to Evant or alleging that Evant is in breach or default

under any Contract with such customer or supplier. No material customer or

supplier has cancelled or otherwise terminated, or to Evant's knowledge,

threatened to cancel or otherwise terminate, its relationship with Evant since

January 1, 2005. Except as set forth in the Assumed Contracts, Evant has no

agreements or arrangements establishing, creating or relating to any rebate,

promotion or other allowance that involves any obligation or liability to any

customer that is material or outside the ordinary course of business.

4.26 Employee Complaints. Since January 1, 2005, to the knowledge of

Evant, Evant has not discharged, demoted, suspended, threatened, harassed or in

any other manner discriminated against any employee (i) who had previously

submitted to his or her supervisor or anyone else in a position of authority

with Evant any written, or to the knowledge of Evant, oral complaint, concern or

allegation regarding any alleged unlawful or unethical conduct by Evant or its

employees relating to accounting, internal accounting controls or auditing

matters, or (ii) who has provided information to, or otherwise assisted any

investigation by, any law enforcement, regulatory or other governmental

authority or a member of the United States Congress. Since January 1, 2005, no

employee of Evant (i) has submitted to his or her supervisor or to someone else

in a position of authority any written, or to the knowledge of Evant, oral

complaint, concern or allegation regarding any alleged unlawful or unethical

conduct by Evant or its employees relating to accounting, internal accounting

controls or auditing matters or (ii) has provided information to, or otherwise

assisted any investigation by, any law enforcement, regulatory or other

governmental authority or a member of the United States Congress.

<PAGE>

4.27 Disclosures. No representation or warranty or other statement made

by Evant in this Agreement, the Evant Disclosure Schedule, any supplement

thereto, or the certificates delivered pursuant to Section 7.3 contains any

untrue statement or omits to state a material fact necessary to make any of

them, in light of the circumstances in which it was made, not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

As of the date of this Agreement, Buyer and Merger Sub jointly

represent and warrant to Evant the following:

5.1 Organization; Good Standing. Buyer has been duly organized and is

validly existing and in good standing under the laws of Georgia and has the

requisite corporate power and authority and all necessary governmental approvals

to own, lease and operate its properties and to carry on its business as it is

now being conducted. Merger Sub is a corporation duly organized, validly

existing and in good standing under the Laws of the State of California.

5.2 Authority Relative to This Agreement. Each of Buyer and Merger Sub

has all necessary corporate power and authority to execute and deliver this

Agreement, to perform its obligations hereunder and to consummate the

transactions contemplated hereby. The execution and delivery of this Agreement

by Buyer and Merger Sub and the consummation by Buyer and Merger Sub of the

transactions contemplated hereby have been duly and validly authorized by all

necessary corporate action, and no other corporate proceedings on the part of

Buyer or Merger Sub are necessary to authorize this Agreement or to consummate

such transactions. This Agreement has been duly executed and delivered by Buyer

and Merger Sub and, assuming the due authorization, execution and delivery by

Evant, constitutes the legal, valid and binding obligation of Buyer and Merger

Sub, enforceable against Buyer and Merger Sub in accordance with its terms,

subject to applicable laws of bankruptcy, insolvency or similar laws relating to

creditors' rights generally and to general principles of equity (whether applied

in a proceeding in law or equity).

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