AGREEMENT AND PLAN OF MERGER AMONG CARITOR, INC., RENAISSANCE ACQUISITION CORP. AND KEANE, INC

Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER

AMONG

CARITOR, INC.,

RENAISSANCE ACQUISITION CORP.

AND

KEANE, INC.

Dated as of February 6, 2007

TABLE OF CONTENTS

i

ii

iii

TABLE OF DEFINED TERMS

iv

v

vi

vii

Execution Copy

Agreement and Plan of Merger

This Agreement and Plan of Merger (this " Agreement ") is dated as of February 6, 2007, among Caritor, Inc., a California corporation (the " Buyer "), Renaissance Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (" Merger Sub "), and Keane, Inc., a Massachusetts corporation (the " Company ").

Introduction

This Agreement contemplates the merger (the " Merger ") of Merger Sub with and into the Company on the terms and subject to the conditions set forth in this Agreement, with the Company surviving the Merger.  As a result of the Merger, the Company will become a wholly owned subsidiary of the Buyer.  The Boards of Directors of each of the Buyer, Merger Sub and the Company have adopted a resolution that deems the Merger and this Agreement to be advisable and fair to and in the best interests of each corporation and their respective stockholders.

Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the Buyer’s willingness to enter into this Agreement, the stockholders of the Company listed on Schedule A have entered into a Stockholder Voting Agreement, dated as of the date of this Agreement, and previously approved by the Company Board, in the form attached hereto as Exhibit A (the " Company Stockholder Agreement "), pursuant to which such stockholders have, among other things, agreed to vote all of the shares of voting capital stock of the Company that such stockholders own in favor of the Company Voting Proposal.

Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, the Buyer has delivered to the Company the duly executed guarantee of Court Square Capital Limited (the " Guarantor ") in the form attached as Exhibit B to this Agreement (the " Guarantee ").

Buyer, Merger Sub and the Company therefore agree as follows:

ARTICLE I

THE MERGER

1.1            Effective Time of the Merger .  Subject to the provisions of this Agreement, prior to the Closing, the Buyer and the Company shall jointly prepare, and immediately following the Closing, the Company shall cause to be filed with the Secretary of State of the Commonwealth of Massachusetts, articles of merger (the " Articles of Merger ") in such form as is required by, and executed by the Merger Sub and the Company in accordance with, the relevant provisions of the Massachusetts Business Corporation Act (the " MBCA ") and shall make all other filings or recordings required under the MBCA. The Merger shall become effective upon the filing of the

1

Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts or at such later time as is established by the Buyer and the Company and set forth in the Articles of Merger (the " Effective Time ").

1.2            Closing .  Subject to the terms and conditions of this Agreement, the closing of the Merger (the " Closing ") shall take place at 10:00 a.m., Eastern Time, on a date to be specified by the Buyer and the Company (the " Closing Date "), which shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article VII (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), at the offices of WilmerHale, 60 State Street, Boston, Massachusetts, unless another date, place or time is agreed to in writing by the Buyer and the Company; provided , however , that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VII as of any date, the parties shall not be required to effect the Closing on such date ("Date") unless both (x) the financial statements for the Company that paragraph (c) of Exhibit C to the Debt Commitment Letter requires to have been provided by such Date to the lenders under the Debt Commitment shall have been so provided or filed with the SEC before the open of business on such Date and (y) either (i) the financial data for the Company, which is required for the preparation of the pro forma financial statements that paragraph (d) of Exhibit C to the Debt Commitment Letter requires to have been provided by such Date to the lenders under the Debt Commitment Letter, shall have been so provided to the Buyer at least 10 days before such Date or (ii) such pro forma financial statements shall have been provided to such lenders before the open of business on such Date (it being understood that the financial data to be filed by the Company on Form 10-K or 10-Q, as the case may be, for the applicable period shall satisfy the financial statement and data requirements of the Company under this clause (y)); provided , further that the parties shall disregard the preceding proviso on three Business Days’ written notice to the Company by the Buyer indicating that such proviso is to be disregarded.  For purposes of this Agreement, a " Business Day " shall be any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions located in Boston, Massachusetts or New York, New York are permitted or required by Law, executive order or governmental decree to remain closed.

1.3            Effects of the Merger .  At the Effective Time the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company (the Company following the Merger is sometimes referred to herein as the " Surviving Corporation ").  The Articles of Organization and By-Laws of the Company, each as amended and in effect on the date of this Agreement, shall be the Articles of Organization and By-Laws of the Surviving Corporation.  The Merger shall have the effects set forth in Section 11.07 of the MBCA.

1.4            Directors and Officers .  The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving

2

Corporation, each to hold office in accordance with the Articles of Organization and By-Laws of the Surviving Corporation.

ARTICLE II

CONVERSION OF SECURITIES

2.1            Conversion of Capital Stock .  As of and subject to the occurrence of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of the capital stock of the Company or capital stock of Merger Sub:

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

(b)    Excluded Shares .  All shares of common stock, $0.10 par value per share, of the Company (" Company Common Stock ") that are owned by any wholly owned Subsidiary of the Company and any shares of Company Common Stock owned by the Buyer, Merger Sub or any other wholly owned Subsidiary of the Buyer immediately prior to the Effective Time shall be cancelled and shall cease to exist and no cash or other consideration shall be delivered in exchange therefor.

(c)    Merger Consideration for Company Common Stock .  Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and other than Restricted Shares that are required to be cashed out in accordance with the provisions of Section 2.3) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $14.30 in cash per share without interest (the " Merger Consideration ").  As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Certificate (as defined in Section 2.2(b)) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) upon the surrender of such Certificate in accordance with Section 2.2, without interest.

(d)    Adjustments to Merger Consideration .  The Merger Consideration and any other dependent items shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into or exercisable for Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time, provided, that nothing in this Section 2.1(d) shall be construed to permit the Company or its Subsidiaries to take any action that is prohibited or not expressly permitted by the terms of this Agreement.

3

2.2            Exchange of Certificates .  The procedures for exchanging outstanding shares of Company Common Stock for the Merger Consideration pursuant to the Merger are as follows:

(a)    Exchange Agent .  At or prior to the Effective Time, the Buyer shall deposit with Computershare Shareholder Services, Inc. or another bank or trust company mutually acceptable to the Buyer and the Company (the " Exchange Agent "), for the benefit of the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time, for payment through the Exchange Agent in accordance with this Section 2.2, cash in an amount sufficient to make payment of the Merger Consideration pursuant to Section 2.1(c) in exchange for all of the shares of Company Common Stock outstanding immediately prior to the Effective Time (the " Exchange Fund ").  The Exchange Fund shall not be used for any other purpose.  The Exchange Fund shall be invested by the Exchange Agent as directed by the Buyer; provided , however , that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available).

(b)    Exchange Procedures .  As soon as reasonably practicable (and in any event within five (5) Business Days) after the Effective Time, the Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each, a " Certificate ") (i) a letter of transmittal in customary form and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect thereto.  Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be paid promptly in exchange therefor cash in an amount equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall immediately be cancelled.  No interest will be paid or accrued on the cash payable upon the surrender of such Certificate or Certificates.  In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be paid to a Person (as defined in this Section 2.2(b)) other than the Person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.  Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.2.  As used in this Agreement, " Person " means any individual, corporation, partnership, limited liability company, joint venture, association, trust, Governmental Entity, unincorporated organization or other entity.

4

(c)    No Further Ownership Rights in Company Common Stock .  All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time.  If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

(d)    Termination of Exchange Fund .  Any portion of the Exchange Fund which remains undistributed to the holders of Company Common Stock for nine (9) months after the Effective Time shall be delivered to the Buyer, upon demand, and any holder of Company Common Stock who has not previously complied with this Section 2.2 shall be entitled to receive only from the Surviving Corporation (subject to abandoned property, escheat and similar Laws) payment of its claim for Merger Consideration, without interest.

(e)    No Liability .  To the extent permitted by applicable Law, none of the Buyer, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Company Common Stock delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

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

(g)    Lost Certificates .  If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented thereby pursuant to this Agreement; provided, however, that the Surviving Corporation or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the record holder of any such Certificate to deliver a bond in such sum as the Surviving Corporation may reasonably direct as indemnity

5

against any claim that may be made against Buyer, the Surviving Corporation, the Exchange Agent and/or any of their respective representatives or agents with respect to such Certificate.

2.3            Company Stock Plans .

(a)    The Company shall take such action as shall be required:

(i)             to cause the vesting of any unvested options to purchase Company Common Stock (whether or not vested, " Company Stock Options ") granted under any stock option plans or other equity-related plans of the Company (the " Company Stock Plans ") to be accelerated in full effective immediately prior to the Effective Time;

(ii)            to effectuate the cancellation, as of the Effective Time, of all Company Stock Options outstanding immediately prior to the Effective Time (without regard to the exercise price of such Company Stock Options);

(iii)           to cause, pursuant to the Company Stock Plans, each outstanding Company Stock Option to represent as of the Effective Time solely the right to receive, in accordance with this Section 2.3, a lump sum cash payment in the amount of the Option Consideration (as defined below), if any, with respect to such Company Stock Option and to no longer represent the right to purchase Company Common Stock or any other equity security of the Company, the Buyer, the Surviving Corporation or any other Person or any other consideration; and

(iv)           to cause the vesting of any shares of Common Stock subject to vesting or other lapse restrictions pursuant to any Company Stock Plan (collectively, the " Restricted Shares ") which is outstanding immediately prior to the Effective Time (as such Company Stock Plan may be amended prior to the Effective Time in accordance with the terms hereof).

(b)    Each holder of a Company Stock Option shall receive from the Buyer or the Surviving Corporation, in respect and in consideration of each Company Stock Option so cancelled, as soon as practicable following the Effective Time (but in any event not later than five (5) Business Days), an amount (net of applicable taxes, including any amounts required to be deducted or withheld pursuant to Section 2.2(e)) equal to the product of (i) the excess, if any, of (A) the Merger Consideration per share of Company Common Stock over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Stock Option, without any interest thereon (the " Option Consideration ").  In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be cancelled without payment and be of no further force or effect.

(c)    Each holder of a Restricted Share shall receive from the Buyer or the Surviving Corporation, in respect and in consideration of each Restricted Share, as soon as

6

practicable following the Effective Time (but in any event not later than five (5) Business Days), an amount (net of applicable taxes including any amounts deducted or withheld pursuant to Section 2.2(e)) equal to the product of (i) the Merger Consideration per share of Company Common Stock, multiplied by (ii) the total number of Restricted Shares held by such holder, without any interest thereon (the " Restricted Share Consideration "), and the holder shall cease to have any rights with respect to any such Restricted Shares.

(d)    As soon as practicable following the execution of this Agreement, the Company shall mail to each Person who is a holder of Company Stock Options and Restricted Shares a letter describing the treatment of and payment for such Company Stock Options and Restricted Shares pursuant to this Section 2.3 and providing instructions for use in obtaining payment for such Company Stock Options and Restricted Shares.  The Buyer shall at all times from and after the Effective Time and until such time as the obligations have been satisfied maintain sufficient liquid funds to satisfy its obligations to holders of Company Stock Options and Restricted Shares pursuant to this Section 2.3.

(e)    The Company shall terminate its 1992 Employee Stock Purchase Plan and its UK Employee Stock Purchase Plan (the " Company ESPPs ") in accordance with their terms as of or prior to the Effective Time.

(f)     The Surviving Corporation shall, as soon as practicable following the Effective Time (but in any event not later than five (5) Business Days), irrevocably set aside and contribute to the trust fund established by the Company to fund its obligations under the Company’s First Amendment and Restatement of the Keane, Inc. Deferred Compensation Plan, as amended, (the " Deferred Compensation Plan "), an amount sufficient to cause such trust to hold assets equal in value to the accrued benefits in the aggregate for all of the participants and beneficiaries of the Deferred Compensation Plan determined as of the Effective Time.

2.4            Subsequent Actions .  If at any time after the Effective Time it is reasonably necessary for the Surviving Corporation to execute and deliver any deeds, bills of sale, assignments, assurances or to take or do any other actions or things necessary to continue, vest, perfect or confirm of record or otherwise the Surviving Corporation’s right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of the Company as a result of, or in connection with, the Merger, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of the Company, all such other actions and things as may be necessary to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation.

7

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer and Merger Sub that the statements contained in this Article III are true and correct, except (a) as is disclosed in reasonable detail in the last annual report on Form 10-K filed by the Company with the SEC and in any Company SEC Reports filed subsequent to such annual report, in the case of both such annual report and such other SEC Reports, filed prior to the date of this Agreement (other than disclosures referred to in the "Factors That May Affect Future Results," "Risk Factors" or "Forward Looking Statements" sections of such Form 10-K or Company SEC Reports) or (b) as set forth herein or in the disclosure schedule (in accordance with Section 9.12) delivered by the Company to the Buyer and Merger Sub and dated as of the date of this Agreement (the "Company Disclosure Schedule").

3.1            Organization, Standing and Power .  The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or in good standing, individually or in the aggregate, that have not had and are not reasonably expected to have a Company Material Adverse Effect (as defined below).  The Company has heretofore made available to the Buyer complete and accurate copies of all the charter, bylaws or other organizational documents of the Company.  For purposes of this Agreement, the term " Company Material Adverse Effect " shall mean (i) any events, circumstances, developments, changes and/or effects that are materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no event, circumstance, development, change or effect resulting from or arising out of any of the following shall constitute, a Company Material Adverse Effect:  (A) the announcement of the execution of this Agreement or the pendency of consummation of the Merger, (B) changes in the national or world economy or financial markets as a whole or changes in general economic conditions that affect the industries in which the Company and its Subsidiaries conduct their business, so long as such conditions do not adversely affect the Company and its Subsidiaries in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate, (C) any change in general budget or appropriations policies of any Governmental Entities (as opposed to individual procurement decisions) or any applicable Law, rule or regulation or GAAP or interpretation thereof after the date hereof, so long as such changes do not adversely affect the Company and its Subsidiaries in a materially

8

disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate, (D) any failure by the Company to meet any published estimates of revenues, earnings or other financial projections (it being understood, however, that any events, changes or developments causing or contributing to such failures may, except as provided in any of (A), (B), (C), (E), (F) or (G) of this definition, be deemed to constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred), (E) any outbreak or escalation of war or hostilities, any occurrence or threats of terrorist acts or any armed hostilities associated therewith and any national or international calamity, disaster or emergency or any escalation thereof, so long as such conditions do not adversely affect the Company and its Subsidiaries in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate, (F) a decline in the price, or a change in the trading volume, of the Company Common Stock on the New York Stock Exchange (including any successor exchange, " NYSE ") (it being understood, however, that any events, changes or developments causing or contributing to such decline or change may, except as provided in any of (A), (B), (C), (D), (E) or (G) of this definition, be taken into account in determining whether a Company Material Adverse Effect has occurred), (G) taking any action outside of the ordinary course of business required by this Agreement, or taking or not taking any actions outside ordinary course of business at the written request of, or with the written consent of, Buyer (including, without limitation, any actions requested by the Buyer pursuant to Section 5.2(a), but, for the avoidance of doubt, excluding compliance with undertakings to assure operation in the ordinary course of business pursuant to Section 5.1) and (H) any stockholder litigation commenced on or after the date of this Agreement to the extent arising from or relating to the Merger and which does not constitute a breach of the representations and warranties of the Company set forth in the last sentence of Section 3.12 or (ii) an effect that prevents the Company from being able to consummate the transactions contemplated hereby in accordance with this Agreement prior to the Outside Date.

3.2            Capitalization .

(a)    The authorized capital stock of the Company as of the date of this Agreement consists of 200,000,000 shares of Company Common Stock, par value $.10 per share, 503,797 shares of Class B Common Stock, par value $.10 per share, and 2,000,000 shares of preferred stock, par value $.01 per share (the " Company Preferred Stock ").  The rights and privileges of the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s Articles of Organization.  At the close of business as of a date no earlier than January 31, 2007, (i) 59,127,195 shares of Company Common Stock (including 530,148 Restricted Shares, which constitute all of the Restricted Shares as of January 31, 2007) were issued and outstanding, (ii) no shares of Company Class B Common Stock were issued and outstanding and (iii) no shares of Company Preferred Stock were issued and outstanding.

(b)    The Company has made available to the Buyer a complete and accurate list, as of January 31, 2007, of:  (i) all Company Stock Plans, indicating for each Company Stock Plan, as of such date, the number of shares of Company Common Stock issued under such Plan, the

9

number of shares of Company Common Stock subject to outstanding options under such Plan and the number of shares of Company Common Stock reserved for future issuance under such Plan; (ii) all outstanding Company Stock Options (other than Company Stock Options issued pursuant to a Company ESPP), indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant; and (iii) all outstanding Restricted Shares, indicating with respect to each such award the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock covered thereby, the repurchase price relating thereto and the date of grant.  The Company has made available to the Buyer complete and accurate copies of all (x) Company Stock Plans, (y) forms of stock option agreements evidencing Company Stock Options and (z) forms of agreements evidencing Restricted Shares.  As of January 31, 2007, the Company had 3,300,144 outstanding Common Stock Options to acquire 3,300,144 shares of Company Common Stock with a weighted average exercise price of $12.00 and 530,148 outstanding Restricted Shares with a weighted purchase price of $.10.

(c)    From the close of business on January 31, 2007 through the date hereof, there has been no reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock or any other capital stock of the Company.

(d)    Except (i) as set forth in this Section 3.2 and (ii) for 10,854,761 shares of Company Common Stock reserved for future grants under Company Stock Plans, as of the date of this Agreement, (A) there are no equity securities, voting securities or other ownership interests of any class of the Company, or any security convertible or exchangeable into or exercisable for such equity securities, voting securities or other ownership interests (or securities convertible or exchangeable into or exercisable for such equity securities, voting securities or other ownership interests) issued, reserved for issuance or outstanding and (B) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged,transferred, delivered or sold, additional shares of capital stock, voting securities or other equity or ownership interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such capital stock, voting securities or other equity interests, or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement.   The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations.  Other than the Company Stockholder Agreement, neither the Company nor any of its Affiliates is a party to or is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other

10

equity interests of the Company.  For all purposes of this Agreement except for Section 4.5, the term " Affiliate " when used with respect to any Person means any other Person who is an "affiliate" of that first Person within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the " Securities Act ").  Except as contemplated by this Agreement or described in this Section 3.2, and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, "poison pill" anti-takeover plan or other similar agreement or understanding to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company.

(e)    All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified in Section 3.2(b) above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the MBCA, the Company’s Articles of Organization or By-Laws, applicable Law or any agreement or Order to which the Company is a party or is otherwise bound.

(f)     There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any shares of capital stock, voting securities, or other equity or ownership interests of the Company, any Subsidiary of the Company or any other Person or any security or rights convertible into or exchangeable or exercisable for any shares of Company Common Stock or any shares capital stock, voting securities or other equity or ownership interests of the Company, any of its Subsidiaries or any other Person or to provide funds to the Company, any Subsidiary of the Company or any other Person other than guarantees of bank obligations of wholly owned Subsidiaries of the Company entered into in the Ordinary Course of Business (as defined below).  As used in this Agreement, the " Ordinary Course of Business " means the ordinary course of business consistent in all material respects with past practice.

(g)    The Company’s past and current stock option grant practices (i) complied with all applicable Company Stock Plans, stock exchange rules and applicable Laws, (ii) have been fairly presented in accordance with GAAP in the Company’s financial statements, and (iii) have resulted only in exercise prices that correspond to the fair market value on the date that the grants were actually authorized under applicable Law, in each case except for any such failures, individually or in the aggregate, that have not had and are not reasonably expected to have a Company Material Adverse Effect.  As of the date of this Agreement, the Company has no ongoing internal review of its past and current stock option practice and has disclosed to Buyer the results of any such review completed since January 1, 2005.

(h)    Section 3.2 (h) of the Company Disclosure Schedule sets forth a schedule of all outstanding cash, cash equivalents and marketable debt investments (collectively, " Cash

11

Equivalents ") of the Company and its Subsidiaries as of dates set forth thereon, including the currency in which such Cash Equivalents are denominated, the entity that owns such Cash Equivalents and the country in which such Cash Equivalents are held. Neither the Company nor any of its Subsidiaries is a party to any written or enforceable oral agreement, contract or commitment (excluding, for avoidance of doubt, any solvency or capital surplus requirements under applicable Law) that would prevent any Cash Equivalents of the Company or its Subsidiaries from being utilized to satisfy in part the Merger Consideration.

3.3            Subsidiaries .

(a)    Section 3.3 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, for each Subsidiary of the Company: (i) its name; (ii) the number and type of outstanding equity securities and a list of the holders thereof; and (iii) the jurisdiction of organization.  For purposes of this Agreement, the term " Subsidiary " means, with respect to any party, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which such party (or another Subsidiary of such party) either (i) holds stock or other ownership interests representing (A) at least 50% of the voting power of all outstanding stock or ownership interests of such entity or (B) the right to receive at least 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity or (ii) has designees or the right to appoint designees on the board or similar governing organ of such entity that represent at least 50% of the members of such board or governing organ.

(b)    Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing (to the extent such concepts are applicable) under the Laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation (to the extent such concepts are applicable) in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that have not had and are not reasonably expected to have a Company Material Adverse Effect.  All of the outstanding shares of capital stock and other equity securities or interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and all such shares (other than directors’ qualifying shares in the case of non-U.S. Subsidiaries, all of which the Company has the power to cause to be transferred for no or nominal consideration to the Company or the Company’s designee) are owned, of record and beneficially, by the Company or another of its Subsidiaries free and clear of all security interests, liens, claims, pledges, agreements or limitations on the Company’s voting rights, or the Company’s ability to sell or otherwise dispose of, pledge or otherwise encumber such capital stock and other equity securities or other interests, except for any such limitations resulting from applicable foreign, United States or state securities Laws.  There are no outstanding or authorized options, warrants, rights, convertible or exchangeable securities, agreements or commitments to

12

which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition, redemption or acquisition of, or that are exchangeable for or that convert into, any capital stock, voting securities or other ownership interests (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests) of any Subsidiary of the Company, and there is no obligation of the Company or any Subsidiary to grant, extend or enter into any such options, warrants, rights, convertible or exchangeable securities, agreement or commitment.  There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company.  There are no voting trusts, proxies or other agreements or understandings with respect to which any Subsidiary of the Company is a party or is bound, and, to the Company’s Knowledge, there are no other voting trusts, proxies or other agreements or understandings, with respect to the voting of any capital stock of any Subsidiary of the Company.

(c)    The Company has heretofore made available to the Buyer complete and accurate copies of the charter, bylaws or other organizational documents of each Subsidiary of the Company.

(d)    The Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity which is not a Subsidiary of the Company, other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 5% of the applicable class of the outstanding capital stock of such company.

3.4            Authority; No Conflict; Required Filings and Consents .

(a)    The Company has all requisite corporate power and authority to enter into this Agreement and, subject in the case of the consummation of the Merger to the approval of this Agreement (the " Company Voting Proposal ") by the Company’s stockholders under the MBCA (the " Company Stockholder Approval "), to perform its obligations under and to consummate the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, the Board of Directors of the Company (together with any duly constituted committee thereof, the " Company Board "), at a meeting duly called and held, (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved the Company Stockholder Agreement and adopted this Agreement and declared its advisability in accordance with the provisions of the MBCA, (iii) directed that this Agreement be submitted to the stockholders of the Company for their approval and resolved to recommend that the stockholders of the Company vote in favor of the approval of this Agreement, and (iv) to the extent necessary, adopted a vote having the effect of causing the execution, delivery and performance of this Agreement and the Company Stockholder Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement not to be subject to any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation.  Assuming the accuracy of the representations and warranties of Buyer and

13

Merger Sub in Section 4.5, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger only to the required receipt of the Company Stockholder Approval.  This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the " Bankruptcy and Equity Exception ").

(b)    The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement and the execution, delivery and performance by the stockholder parties thereto of the Company Stockholder Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization or By-Laws of the Company or of the charter, bylaws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance (" Liens ") on the Company’s or any of its Subsidiary’s assets under, any of the terms, conditions or provisions of any lease, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, including the Company’s 2% Convertible Debentures issued pursuant to an Indenture dated June 18, 2003 (other than pursuant to Section 3.5 thereof) or (iii) subject in the case of the consummation of the Merger to obtaining the Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (v) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect.

(c)    No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any foreign, federal, state or local government or subdivision thereof, court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality or any stock market or stock exchange on which shares of Company Common Stock are listed for trading (a " Governmental Entity ") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the

14

consummation by the Company of the transactions contemplated by this Agreement and the execution, delivery and performance of the Company Stockholder Agreement by the stockholders, except for (i) the pre-merger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act ") and any other applicable Antitrust Laws, (ii) the filing of the Articles of Merger with the Massachusetts Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Proxy Statement with the Securities and Exchange Commission (the " SEC ") in accordance with the Securities Exchange Act of 1934, as amended (the " Exchange Act ") and the rules and regulations promulgated thereunder, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not be reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(d)    Assuming the accuracy of the representations and warranties of Buyer and Merger Sub in Section 4.6, the affirmative vote for approval of the Company Voting Proposal by the holders of at least two-thirds of the outstanding shares of Company Common Stock on the record date for the meeting of the Company’s stockholders (the " Company Meeting ") to consider the Company Voting Proposal (the " Required Company Stockholder Vote ") is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the other transactions contemplated by this Agreement.  There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

3.5            SEC Filings; Financial Statements; Information Provided .

(a)    The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2004.  All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing and including all documents incorporated by reference in such registration statements, forms, reports and other documents) are referred to herein as the " Company SEC Reports ."  The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the

15

light of the circumstances under which they were made, not misleading.  The Company has made available to Buyer true, correct and complete copies of all substantive written correspondence between the SEC, on the one hand, and the Company and its Subsidiaries on the other hand since January 1, 2004.   As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff.  To the Company’s Knowledge, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.  None of the Company’s Subsidiaries is required to file any form, report, registration, statement or other document with the SEC.

(b)    Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in the Company SEC Reports at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) was or will be prepared in accordance with United States generally accepted accounting principles (" GAAP ") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of their operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments. All of the Company’s Subsidiaries are consolidated for accounting purposes.  The consolidated unaudited balance sheet of the Company as of September 30, 2006, which is contained in the last quarterly report on Form 10-Q filed by the Company with the SEC before the date hereof, is referred to herein as the " Company Balance Sheet ."

(c)    The letter to stockholders, notice of meeting, proxy statement and forms of proxy to be sent to the stockholders of the Company, including any amendments or supplements and any schedules or other materials incorporated by reference therein (the " Proxy Statement ") in connection with the Company Meeting shall not, on the date the Proxy Statement is first mailed to stockholders of the Company, at the time of the Company Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading in light of the circumstances under which they were or shall be made; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Meeting which has become false or misleading, in each case other than information supplied by or on behalf of the Buyer specifically for inclusion therein.  The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the applicable rules and regulations of the SEC promulgated thereunder.  If at any time prior to the Company Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in a supplement to the

16

Proxy Statement should be discovered by the Company or should occur, the Company shall, promptly after becoming aware thereof, inform the Buyer of such fact or event.

(d)    The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the " Sarbanes-Oxley Act ").  Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 21, 2003 was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act and the applicable rules and regulations promulgated thereunder and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. The Company’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board (or persons performing the equivalent functions): (A) all significant deficiencies and material weaknesses within their knowledge in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has not identified and its auditors have not notified the Company of any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting except as disclosed in the Company SEC Reports filed prior to the date hereof.

(e)    The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act.  Such disclosure controls and procedures are effective to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.  The Company is in compliance in all material respects with the applicable listing and other rules and regulations of The New York Stock Exchange.

3.6            No Undisclosed Liabilities .  Except as disclosed in the Company Balance Sheet and except for liabilities incurred in the Ordinary Course of Business between the date of the Company Balance Sheet and the date of this Agreement, the Company and its Subsidiaries do not have any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and whether or not required to be recorded or reflected on a consolidated balance sheet of the Company and its Subsidiaries under GAAP, that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.

3.7            Absence of Certain Changes or Events .  Since the date of the Company Balance Sheet, there has not been a Company Material Adverse Effect and there have not been any changes, conditions, events or developments that would be reasonably expected to have,

17

individually or in the aggregate, a Company Material Adverse Effect.  From the date of the Company Balance Sheet until the date of this Agreement, (a) the Company and its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of the Buyer under Section 5.1 of this Agreement (other than paragraph (b) of Section 5.1) had such action or event occurred after the date of this Agreement.

3.8            Taxes .

(a)    Each of the Company and each of its Subsidiaries has timely filed all Tax Returns that it was required to file, and all such Tax Returns were correct and complete, except for any failure to file or errors or omissions that, individually or in the aggregate, are not reasonably expected to have a Company Material Adverse Effect.  Each of the Company and each of its Subsidiaries has, on a timely basis, withheld or paid, as applicable, all due and payable Taxes, whether or not shown as due and payable on any Tax Returns required to be filed pursuant to this Section 3.8(a), or such Taxes are being contested in good faith through the appropriate proceeding, with each such proceeding being described in Section 3.8(a) of the Company Disclosure Schedule .  For purposes of this Agreement, " Taxes " means all taxes or other similar assessments or liabilities in the nature of a tax, including income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, transfer, withholding, employment, payroll and franchise taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof.  " Tax Returns " means all reports, returns, declarations, claims for refund, statements or other information required to be supplied to a Taxing Authority in connection with Taxes, including, where filed or required, combined or consolidated returns for any group of entities that include the Company or any of its Subsidiaries.  " Income Tax Returns " means all reports, returns, declarations, claims for refund, statements or other information required to be supplied to a Taxing Authority in connection with Income Taxes, including, where filed or required, combined or consolidated returns for any group of entities that include the Company or any of its Subsidiaries.  " Taxing Authority " means any governmental authority exercising any authority to impose, regulate, levy, assess or administer the imposition of any Tax.

(b)    The Company has made available to the Buyer correct and complete copies of all Income Tax Returns and other material Tax Returns for all periods open under the applicable statute of limitations and any associated examination reports and statements of deficiencies assessed against or agreed to by the Company or any of its Subsidiaries with respect thereto.  All Income Tax Returns of the Company and each of its Subsidiaries have been audited by the Internal Revenue Service (the " IRS ") or are closed by the applicable statute of limitations for all taxable years through the taxable year specified in Section 3.8(b) of the Company Disclosure Schedule .  No audit, examination, contest, litigation or other proceeding with respect to Taxes

18

(" Tax Proceeding "), including any examination or audit in respect of permanent establishment claims or transfer pricing arrangements among the Company or any of its Subsidiaries, (i) is currently in progress or (ii) to the Company’s Knowledge, has been threatened, which in any case is reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, except to the extent disclosed in the Company Disclosure Schedule.  With respect to all Tax related matters, the Company has delivered all examination reports, audit reports, notices indicating an intent to audit, and similar documents, and statements or notices of deficiencies, for all periods that are open under the statute of limitations.

(c)    Neither the Company nor any of its Subsidiaries:  (i) has made any payments, is obligated to make any payments, or is a party to any agreement that could obligate it to make any payments that will be treated as an "excess parachute payment" under Section 280G; (ii) has any actual or potential liability for any Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of law in any jurisdiction), or as a transferee or successor, by contract or otherwise; or (iii) is a party to a contract or has any liability to compensate any individual for excise Taxes paid pursuant to Section 4999 of the Code.

(d)    Neither the Company nor any of its Subsidiaries has entered into any "reportable transactions," including any "listed transactions," except to the extent any such transactions have been timely, properly and correctly disclosed on IRS Form 8886.

3.9            Real Property .

(a)    None of the Company or any of its Subsidiaries owns any real property.

(b)    Section 3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of each real property lease, sublease or license by the Company or any of its Subsidiaries that involves annual lease, sublease or license payments in excess of $1,000,000 or that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted (collectively " Company Leases "), and the location of the premises.  Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than the Company and its Subsidiaries where such lease, sublease or license is material to the financial condition of the Company and its Subsidiaries, taken as a whole.  The Company has made available to the Buyer complete and accurate copies of all Company Leases.

3.10          Intellectual Property .

(a)    Section 3.10(a) of the Company Disclosure Schedule contains a list, as of the date hereof, of all United States and foreign Registered Intellectual Property owned by the

19

Company or any of its Subsidiaries (" Owned Intellectual Property "). To the Company’s Knowledge, the Company and its Subsidiaries own, license, sublicense or otherwise possess legally enforceable rights to use all Intellectual Property necessary to or that is used in the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, the absence of which, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect.  Each item of Company Intellectual Property and Third Party Intellectual Property immediately prior to the Effective Time hereunder will be available for use on substantially the same terms and conditions immediately subsequent to the Effective Time.  For purposes of this Agreement, the term " Intellectual Property " means (i) patents, trademarks, service marks, trade names, domain names, copyrights, databases, topography rights, designs and trade secrets, (ii) applications for and registrations of such patents, trademarks, service marks, trade names, domain names, copyrights and designs, in any jurisdiction, and in each case whether registered or unregistered, (iii) processes, formulae, methods, schematics, technology, know-how, computer software programs and applications, and (iv) other tangible or intangible proprietary or confidential information and materials. " Registered Intellectual Property " means patents, patent applications and statutory invention registrations, registered trademarks, registered service marks, registered copyrights, Internet domain name registrations and the registrations of and applications for registration of any of the foregoing, in each case that are material to the business of the Company and its Subsidiaries, taken as a whole.

(b)    The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger will not result in the breach of, or create on behalf of any third party the right to terminate or modify, (i) any license, sublicense or other agreement relating to any Intellectual Property owned by the Company that is material to the business of the Company and its Subsidiaries, taken as a whole, as currently conducted (the " Company Intellectual Property "), or (ii) any license, sublicense and other agreement as to which the Company or any of its Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries is authorized to use any third party Intellectual Property that is material to the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, excluding generally commercially available, off-the-shelf software programs (the " Third Party Intellectual Property ").

(c)    All Owned Intellectual Property which is material to the business of the Company and its Subsidiaries, taken as a whole, as currently conducted is subsisting, with all application fees and renewal fees that have become due fully paid, and have not expired or been cancelled.  To the Company’s Knowledge, (i) no third party is infringing, violating or misappropriating any of the Company Intellectual Property and (ii) there are no pending proceedings alleging any of the foregoing, except, in any such case, for infringements, violations, misappropriations or proceedings that, individually or in the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect.

20

(d)    To the Company’s Knowledge, the conduct of the business of the Company and its Subsidiaries as currently conducted does not infringe, violate or constitute a misappropriation of any Intellectual Property of any third party except for such infringements, violations and misappropriations that, individually or in the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect.  Since January 1, 2004, neither the Company nor any of its Subsidiaries has received any written claim or notice alleging any such material infringement, violation or misappropriation.

(e)    Neither the Company nor any Subsidiary is subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any Company Intellectual Property or, to the Company’s Knowledge, Third Party Intellectual Property, or that would impair the validity or enforceability of such Intellectual Property, except as that, individually or in the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect.

3.11          Contracts .

(a)    Except for this Agreement, or as set forth in Section 3.11(a) of the Company Disclosure Schedule or in the exhibit lists of the Company SEC Reports, none of the Company nor any Subsidiary of the Company is a party to or bound by any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligation (each, a " Contract ") (other than, except in the case of clause (xiv) below and except in the case of any Contracts material to the Company and its Subsidiaries, as a whole, at any time since January 1, 2006, Contracts that both (x) have expired or otherwise terminated by their terms on their scheduled expiration or termination dates and not as a result of an accelerated expiration or termination or as a result of a breach or default by any party thereto and (y) have no further obligations, liabilities or rights that survive such expiration or termination): (i) that would be required to be filed by the Company as a "material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed on Form 8- K; (ii) that to the Company’s Knowledge, contain covenants binding upon the Company or any of its Affiliates that prevent the Company or any Affiliate of the Company from competing in any business or geographic location; provided, however, that this subsection (ii) shall not include Contracts that may be fully canceled upon notice of 90 days or less without any material payment or penalty and without any surviving liability or obligation relating to the subject matter of this subsection (ii); (iii) that would obligate the Company or any Subsidiary of the Company to file a registration statement under the Securities Act, which filing has not yet been made; (iv) that involves any license agreement that is material to the Company and its Subsidiaries taken as a whole, or is a license for software incorporated into or directly used in any applications that form part of the products or services of the Company or any Subsidiary of the Company (other than off the shelf software and any software that is not material to any product or service or replaceable without significant expense or effort) (each a " License Agreement "); (v) relating to indebtedness for borrowed money, guarantees of indebtedness for borrowed money, lines of credit (whether or not drawn), letters of credit, capitalized lease or surety bonds having an outstanding principal amount in

21

excess of $2,000,000 in the aggregate; (vi) that involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other voting securities or equity interests of another Person or the Company for aggregate consideration in excess of $3,000,000 that involves continuing or contingent obligations of the Company or any Subsidiary of the Company (other than, in the case of any such acquisition, customary indemnification obligations of the Company or any such Subsidiary of the Company that survive the closing of such acquisition) or is not yet consummated; (vii) under which the Company or any Subsidiary of the Company has advanced or loaned any funds in excess of $1,000,000 or has guaranteed any obligations of another Person in excess of $1,000,000 individually or $3,000,000 in the aggregate, other than extensions of credit to customers in the Ordinary Course of Business, (viii) that would constitute one of the Company’s top ten contracts in terms of revenues received from the sale of products or services (as measured by the revenue reasonably expected by the Company to be derived therefrom during the twelve (12) months ended June 30, 2007)), (ix) that requires the payment by or to the Company or any Subsidiary of the Company of more than $5,000,000 annually in respect of customers or vendors, (x) that are employment, retention, severance or change of control agreements or commitments, in each case with an executive officer of the Company or any Subsidiary of the Company, any employee of the Company or any Subsidiary of the Company who is paid an annual base salary of $200,000 or more or with the potential for annual or one time payments equal to an aggregate of $300,000 during any 12 month period, (xi) that constitutes a lease of personal property of the Company or any Subsidiary of the Company, (whether owned or leased), that involves annual lease payments in excess of $1,000,000, (xii) that relates to any single or series of related capital expenditures by the Company involving committed payments of in excess of $1,000,000 after the date of this Agreement, (xiii) to which the Company or any Subsidiary of the Company is a party constituting a general or limited partnership, a limited liability company or a joint venture (whether limited liability or other organizational form) or alliance or similar arrangement that is material to the business of the Company and its Subsidiaries, taken as a whole, (xiv) that constitutes any settlement agreement material to the Company and its Subsidiaries, taken as a whole, other than (a) releases immaterial in nature or entered into with former employees or independent contractors of the Company in the Ordinary Course of Business in connection with the cessation of such employee’s or independent contractor’s employment with the Company, (b) settlement agreements for cash only (which has been paid or accrued for) and does not exceed $1,000,000 as to such settlement or (c) settlement agreements entered into more than two years prior to the date of this Agreement under which none of the Company and its Subsidiaries have any continuing obligations, liabilities or rights (excluding releases), (xv) that relates to conditional sale arrangements or hedging activities, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such Contract are greater than $1,000,000 in the aggregate, (xvi) to which the Company or any Subsidiary of the Company is a party that creates a lien or other encumbrance on the assets or properties of the Company or any Subsidiary of the Company that is material to the Company and its Subsidiaries, taken as a whole or (xvii) any GSA Schedule. Each such Contract described in clauses (i) through (xvii), other than any such Contracts that both (x) have expired or otherwise terminated by their terms on their scheduled expiration or termination dates (for the

22

avoidance of doubt, expirations and terminations that result from a breach or default are excluded from this clause (x) unless such expiration or termination is noted in Section 3.11(a) of the Company Disclosure Schedule) and (y) have no further obligations, liabilities or rights that survive such expiration or termination), is referred to herein as a " Material Contract ."

(b)    Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Material Contracts (i) constitutes a valid and binding obligation of the Company and each Subsidiary of the Company party thereto and, to the Company’s Knowledge, each other party thereto, and (ii) is in full force and effect and enforceable against the Company and each Subsidiary of the Company party thereto and, to the Company’s Knowledge, each other party thereto in accordance with their terms, subject to the Bankruptcy and Equity exception.

(c)    Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any Subsidiary of the Company has breached, is in default under, or has received written notice of any breach of or default under, any Material Contract, (ii) no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Subsidiary of the Company and (iii) to the Company’s Knowledge, no other party to any Material Contract to which the Company or any Subsidiary of the Company is a party is in breach or violation of, or default under, such Material Contract.  A complete and correct copy of each Material Contract has previously been made available by the Company to Buyer or filed by the Company with the SEC.

(d)    Prior to the date of this Agreement, none of the Company’s top ten customers, determined by revenues received from the sale of products or services during the twelve (12) months ended December 31, 2006 (the applicable customers being hereinafter referred to as the " Major Customers "), has (i) terminated or required any amendment materially adverse to the Company or any Subsidiary of the Company to any of their respective material contracts with the Company or applicable Subsidiary of the Company, or otherwise altered in writing, or to the Company’s Knowledge delivered written notice of an intention to alter, their relationships with the Company or applicable Subsidiary of the Company in any respect materially adverse to the Company or (ii) failed to extend or renew any such material contract to the extent such material contract was expressly extendable or renewable by its terms or the terms of such material contract otherwise expressly contemplated an extension or renewal thereof.  Since January 1, 2006, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Major Customers has (i) terminated or required any amendment materially adverse to the Company or any Subsidiary of the Company to any of their respective material contracts with the Company or applicable Subsidiary of the Company, or otherwise altered in writing, or to the Company’s Knowledge delivered written notice of an intention to alter, their relationships with the Company or applicable Subsidiary of the Company in any respect materially adverse to the Company or (ii) failed to extend or renew any such material contract to the extent such material contract was expressly extendable or renewable by

23

its terms or the terms of such material contract otherwise expressly contemplated an extension or renewal thereof.

(e)    In the past three years, neither Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective officers or directors or principals (as defined in FAR 52.209-5) has been debarred or suspended from doing business with the United States Government or any of its agencies, nor has the Company received written notice that any such suspension or debarment action has been proposed.  In the past three years, no show cause notices, notices of termination for default or cure notices have been issued by the United States Government against Company or any of its Subsidiaries, except as to any such cure notices, those with respect to which cure has been made in the Ordinary Course of Business.  Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective officers or directors or principals (as defined in FAR 52.209-5) is currently and has not been in the past three years, convicted or under criminal indictment or had a civil judgment rendered against them with respect to any alleged irregularity, misstatement or omission arising under or in any way relating to any Contract with the United States Government or any of its agencies.  Neither the Company nor any of its Subsidiaries in the past three years has (i) made any voluntary disclosure regarding material non-compliance relating to any Material Contract with the United States Government or any of its agencies that remains unresolved in any material respect or (ii) ever been denied a security clearance necessary to perform any Contract with the United States Government or any of its agencies unless such clearance has later been granted.  To the Company’s Knowledge, in the past three years, neither the Company nor any of its Subsidiaries, nor any of their officers, directors, or employees, has been in material violation of any requirements of the National Industrial Security Program Operating Manual or any requirements to adequately safeguard classified information that are required by the facility security clearances of the Company or any of its Subsidiaries or the individual security clearances of the officers, directors, or employees of the Company or any of its Subsidiaries.  During the past three years, the Company has complied with all requirements of the International Traffic in Arms Regulation, 22 C.F.R. Parts 120-130, and the Export Administration Regulation, 15 C.F.R. Parts 730-774 except for such non-compliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries has assigned or otherwise conveyed or transferred, or agreed to assign, to any Persons, any Contracts with the United States Government or any of its agencies or any account receivable relating thereto, whether as a security interest or otherwise. 

(f)     To the Company’s Knowledge, with respect to any Material Contract with the United States Government or any of its agencies, or with any of their prime contractors or subcontractors: (i) no material amount of money due the Company or any of its Subsidiaries is being withheld or offset; (ii) no claim or action for relief or dispute proceeding is pending against the Company or any of its Subsidiaries; (iii) no material customer complaint that remains unresolved (as determined in the Company’s reasonable discretion) has been received by the Company or any of its Subsidiaries; (iv) other than routine cost or pricing audits, neither the

24

Company nor any of its Subsidiaries is being audited by the United States Government or any of its agencies; and (v) neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors is under administrative, civil, or criminal investigation by the United States Government or any of its agencies.

(g)    Other than as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has entered into any transaction with any Affiliate of the Company or any of its Subsidiaries or any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation S-K since January 1, 2004.

3.12          Litigation .  There are no outstanding orders, writs, judgments, injunctions, decrees or other requirements of any court or arbitrator against the Company, any Subsidiary of the Company or any of their securities, assets or properties that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, there are no actions, suits, claims, investigations, arbitrations, legal or administrative proceedings (collectively, " Actions ") or any governmental investigations or inquiries pending or overtly threatened, against the Company or any of its Subsidiaries or any of their securities, assets or properties, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and other than Actions challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit the Merger. As of the date hereof, to the Company’s Knowledge, there are no Actions pending or overtly threatened against the Company or any Subsidiary of the Company challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit the Merger.

3.13          Environmental Matters .

(a)    Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect:

(i)             each of the Company and its Subsidiaries is in compliance with all Environmental Laws and has received and is in compliance with all Company Permits required under Environmental Laws for the conduct of its business;

(ii)            neither the Company nor any of its Subsidiaries has received any written notice alleging any of them has not complied with applicable Environmental Laws;

(iii)           to the Company’s Knowledge, the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances in an amount or concentration that would give rise to an obligation on the part of the Company or its Subsidiaries to act or disclose that condition under any Environmental Law;

(iv)           to the Company’s Knowledge, the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous

25

Substances in an amount or concentration that would give rise to an obligation on the part of the Company or its Subsidiaries to act or disclose that condition under any Environmental Law during the period of ownership or operation by the Company or any of its Subsidiaries;

(v)            neither the Company nor any of its Subsidiaries has received a written notice that it is subject to liability for any Hazardous Substance disposal or contamination under any Environmental Law on the property of any third party;

(vi)           neither the Company nor any of its Subsidiaries has released any Hazardous Substance into the environment except (A) in compliance with Law or (B) in an amount or concentration that would not be expected to give rise to a liability or obligation under any Environmental Law;

(vii)          neither the Company nor any of its Subsidiaries has received any written notice, demand, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; and

(viii)         neither the Company nor any of its Subsidiaries is subject to any orders, decrees or injunctions by any Governmental Entity or is subject to any indemnity agreement with any third party addressing liability under any Environmental Law.

(b)    For purposes of this Agreement, the term " Environmental Law " means any Law, order, decree or permit requirement of any Governmental Entity relating to:  (i) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (ii) the handling, use, storage, treatment, transport, disposal, release or threatened release of any Hazardous Substance or (iii) noise, odor or wetlands protection.

(c)    For purposes of this Agreement, the term " Hazardous Substance " means:  (i) any substance that is regulated or which falls within the definition of a "hazardous substance," "hazardous waste" or "hazardous material" pursuant to any Environmental Law; or (ii) any petroleum product or by-product, asbestos-containing material, polychlorinated biphenyls, radioactive materials or radon.

(d)    The parties agree that the only representations and warranties of the Company in this Agreement as to any environmental matters or any other obligation or liability with respect to Hazardous Substances or materials of environmental concern are those contained in this Section 3.13.  Without limiting the generality of the foregoing, the Buyer specifically acknowledges that the representations and warranties contained in Sections 3.15 and 3.16 do not relate to environmental matters.

26

3.14          Employee Benefit Plans .  

(a)    Section 3.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all material Employee Benefit Plans entered into, maintained, sponsored or contributed to, or required to be entered into, maintained, sponsored, or contributed to, by the Company, any of the Company’s Subsidiaries or any of their ERISA Affiliates for the benefit of any current or former employee of the Company or any of its Subsidiaries or to which the Company or any Subsidiary of the Company has any obligation to contribute or with respect to which the Company or any Subsidiary of the Company has any obligation or liability, direct or indirect, contingent or otherwise and including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement (together, the " Company Employee Plans ").  For purposes of this Agreement, the following terms shall have the following meanings:  (i) " Employee Benefit Plan " means each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock or other equity-based, retirement, vacation, severance, disability, death benefit, hospitalization, medical, life or other insurance, supplemental unemployment benefits, or other employee benefit plan, program, arrangement, agreement, fund or commitment, including any "employee benefit plan" as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and each employment, retention, consulting, change in control, termination or severance plan, program, arrangement or agreement; (ii) " ERISA " means the Employee Retirement Income Security Act of 1974, as amended; and (iii) " ERISA Affiliate " means any entity which is a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (C) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included within the past five years the Company or a Subsidiary of the Company.

(b)    With respect to each Company Employee Plan, the Company has made available to the Buyer a complete and accurate copy of (i) such Company Employee Plan including all amendments thereto or, with respect to any Company Employee Plan not in writing, a written description of the material terms thereof; (ii) the most recent annual report (Form 5500) filed with the IRS for the last three (3) years; (iii) each trust agreement, group annuity contract, insurance contract, investment management agreement or other documentation of any related funding arrangement relating to such Company Employee Plan; (iv) a copy of the most recent summary plan description, together with each summary of material modifications and all material employee communications, if any, relating to such Company Employee Plan; (v) each subscription, participation, and record-keeping agreement, if any, relating to such Company Employee Plan; (iv) any substantive written communication to or from any Governmental Entity; (vii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; and (viii) any comparable documents with respect to Company Employee Plans subject to any foreign Law that are required to be prepared or filed under the applicable Laws of such foreign jurisdiction.

(c)    The Company and its Subsidiaries and all ERISA Affiliates thereof have performed all obligations required to be performed by them under, and are not in default under or

27

in violation of the terms of, any Company Employee Plan or any applicable legal requirements, and, to the Company’s Knowledge, there is no default or violation by any other Person with respect to any of the Company Employee Plans or any applicable legal requirements, in each case except for any such breach, default or violation that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.  With respect to each Company Employee Plan, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Company’s Knowledge, threatened or anticipated with respect to such Company Employee Plan or against the assets of such Company Employee Plan except for any such actions, suits or claims that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. 

(d)    With respect to the Company Employee Plans, all payments due from the Company or any of its Subsidiaries have been made and all amounts properly accrued as liabilities of the Company or any of its Subsidiaries which are not yet due have been properly recorded on the books of the Company to the extent required by GAAP and, to the extent required by GAAP, adequate reserves are reflected on the financial statements of the Company or the liability therefor was incurred in the Ordinary Course of Business since September 30, 2006.  The assets of each Company Employee Plan which is funded are reported at their fair market value on the books and records of such Employee Benefit Plan.

(e)    All the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code have received favorable determination letters from the IRS to the effect that such Company Employee Plans are qualified and the plans and trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code and covering all tax law changes up to but not including the Economic Growth and Tax Relief Reconciliation Act of 2001, no such determination letter has been revoked and, to the Company’s Knowledge, revocation has not been threatened, and no event has occurred since the date of its most recent determination letter, and no act or omission has occurred, that would reasonably be expected to adversely affect its qualification or materially increase its cost.

(f)     Neither the Company, any of the Company’s Subsidiaries nor any of their ERISA Affiliates has ever (i) maintained or contributed to or is currently maintaining or contributing to or is or was obligated to maintain or contribute to, a Company Employee Plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA or (ii) been obligated to contribute to a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA).

(g)    As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any written (i) agreement with any stockholder, director, employee or independent contractor of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such

28

director or employee outside of the Ordinary Course of Business; or (ii) agreement or plan binding the Company or any of its Subsidiaries, including any Company Employee Plan, any of the benefits of which shall be increased, or the payment, vesting or funding of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement.

(h)    None of the Company Employee Plans promises or provides or has otherwise incurred any liability with respect to retiree medical or other retiree welfare benefits to any Person, except as required by applicable Law, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has ever sponsored, maintained, or incurred liability with respect to any "multiple employer welfare association" within the meaning of Section 3(40) of ERISA, or any plan of the type described in Sections 4063 and 4064 of ERISA or in Section 413 of the Code (and regulations promulgated thereunder).  With respect to each Company Employee Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA), all claims incurred by the Company are (i) insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims, (ii) covered under a contract with a health maintenance organization pursuant to which the health maintenance organization bears the liability for claims, or (iii) fully reflected as a liability, or fully accrued for and disclosed, to the extent required by GAAP, in the financial statements of the Company, its Subsidiaries, and its ERISA Affiliates.  The Company, its Subsidiaries and all ERISA Affiliates have at all times complied with the applicable continuation requirements for its welfare benefit plans, including Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA and any applicable state statutes mandating health insurance continuation coverage for employees, except for any such violation that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.  Neither the Company nor any ERISA Affiliates has unsatisfied obligations to any employees or qualified beneficiaries pursuant to COBRA or any state Law governing health care coverage extension, except for any such obligation that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(i)     No party in interest or disqualified person (as defined, respectively, in Section 3(14) of ERISA and Section 4975 of the Code) has engaged in a transaction with respect to any Company Employee Plan which could subject the Company, its Subsidiaries or any ERISA Affiliate, directly or indirectly, to a material Tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code.  No fiduciary of any Company Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breaches, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.  With respect to each Company Employee Plan that is a "pension plan" within the meaning of ERISA 3(2), no equity interest of the Company, its Subsidiaries or of any ERISA Affiliate has ever been an asset of any trust associated with any such Company Employee Plan.

29

(j)     No deduction for federal income Tax purposes has been or, to the Company’s Knowledge, is expected to be disallowed for remuneration paid by the Company or any of its Subsidiaries by reason of Section 162(m) of the Code, including by reason of the transactions contemplated hereby.

(k)    To the Company’s Knowledge, as of the date of this Agreement, (i) no Company Employee Plan is under audit or is the subject of an investigation by the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, the SEC or any other Governmental Entity and (ii) no such audit or investigation is pending or threatened.

(l)     Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise) result in any amount to fail to be deductible by the Company by reason of Section 280G of the Code.

(m)   Neither the Company nor any of its Subsidiaries has made any written communications to its employees announcing any intent or commitment (whether or not legally binding) to create or implement any additional employee benefit plan or to amend, modify or terminate any Company Employee Plan.

(n)    Under each Company Employee Plan that is a defined benefit plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA or, with respect to any foreign plan, as determined under any equivalent Law (in each case as determined on the basis of the actuarial assumptions contained in the Company Employee Plan’s most recent actuarial valuation), did not exceed the then current value of assets of such Company Employee Plan or, with respect to any foreign plan not subject to any funding requirement, if such liabilities did exceed such assets the amount thereof was properly reflected on the financial statements of the Company or its applicable Subsidiary, to the extent required by GAAP, and there has been no material adverse change in the financial condition of such Company Employee Plan (with respect to either assets or benefits) since the last day of the most recent plan year.

(o)    To the Company’s Knowledge (i) each Company Employee Plan that is a "nonqualified deferred compensation plan" within the meaning of Section 409A(d)(1) of the Code (a " Nonqualified Deferred Compensation Plan ") subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (A) Section 409A of the Code and (B)(1) the proposed regulations issued thereunder or (2) Internal Revenue Service Notice 2005-1 (clauses (A) and (B), together, the " 409A Authorities "), and (ii) no Company Employee Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (the " AJCA "), has been

30

"materially modified" within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith reasonable interpretation of the AJCA and the 409A Authorities.

3.15          Compliance With Laws . 

(a)    The Company and each of its Subsidiaries is in compliance with, and is not in violation of or conflict with, any statute, law, or published ordinance, rule or regulation ("Laws"), or any writ, judgment, decree, order, stipulation, determination, award or requirement of any Governmental Entities naming the Company or its Subsidiaries or by which their properties or assets are bound ("Order"), except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b)    To the Company’s Knowledge, neither the Company, any of its Subsidiaries, nor any of their respective officers or directors, nor any of the Company’s Affiliates (including any holder of five percent (5%) or more of the Company’s outstanding equity interests) (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (" OFAC ") or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation; (ii) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by (A) United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism; (B) the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; (C) the United States Trading with the Enemy Act of 1917, as amended; (D) the United States International Emergency Economic Powers Act of 1977, as amended or (E) the foreign asset control regulations of the United States Department of the Treasury; (iii) has been convicted of or charged with a felony relating to money laundering or (iv) is under investigation by any governmental authority for money laundering, except, in each case, for any instances that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

3.16          Permits .  The Company and each of its Subsidiaries have all material permits, licenses, authorizations, consents, certificates, approvals, and franchises from Governmental Entities required to conduct their businesses as now being conducted (the " Company Permits ") except for such permits, licenses, authorization