EXHIBIT 2.01 AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Merger

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SYMANTEC CORP | CARMEL ACQUISITION CORP., | VERITAS SOFTWARE CORPORATION

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Title: EXHIBIT 2.01 AGREEMENT AND PLAN OF REORGANIZATION
Governing Law: Delaware Date: 12/20/2004
Industry: Software and Programming Law Firm: Simpson Thacher & Bartlett LLP; Fenwick & West LLP Sector: Technology

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EXHIBIT 2.01

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AGREEMENT AND PLAN OF REORGANIZATION

AMONG

SYMANTEC CORPORATION,

CARMEL ACQUISITION CORP.,

AND

VERITAS SOFTWARE CORPORATION

DECEMBER 15, 2004

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TABLE OF CONTENTS

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Article 1 Certain Definitions........................................................................... 2

1.1 Definitions................................................................................... 2

1.2 Additional Definitions........................................................................ 9

Article 2 The Merger.................................................................................... 10

2.1 The Merger.................................................................................... 10

2.2 Closing....................................................................................... 10

2.3 Effects of the Merger......................................................................... 11

2.4 Conversion of Securities...................................................................... 11

2.5 Company Restricted Shares..................................................................... 13

2.6 Treatment of Exchangeable Shares.............................................................. 14

2.7 Exchange of Certificates...................................................................... 15

2.8 Tax Consequences and Withholding.............................................................. 17

2.9 Further Assurances............................................................................ 17

Article 3 Representations and Warranties of the Company................................................. 18

3.1 Organization.................................................................................. 18

3.2 Capitalization of the Company................................................................. 19

3.3 Authorization................................................................................. 21

3.4 SEC Filings................................................................................... 22

3.5 Litigation.................................................................................... 24

3.6 Compliance with Laws.......................................................................... 25

3.7 Properties.................................................................................... 25

3.8 Taxes......................................................................................... 26

3.9 Intellectual Property......................................................................... 26

3.10 Employment.................................................................................... 28

3.11 Absence of Certain Changes.................................................................... 30

3.12 Material Contracts............................................................................ 31

3.13 Environmental Matters......................................................................... 31

3.14 Interested Party Transactions................................................................. 32

3.15 State Takeover Statutes....................................................................... 32

3.16 Brokers....................................................................................... 32

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3.17 Opinion of Financial Advisor.................................................................. 32

3.18 Rights Agreement.............................................................................. 32

Article 4 Representations and Warranties of Parent...................................................... 33

4.1 Organization.................................................................................. 33

4.2 Capitalization of Parent and Merger Sub....................................................... 34

4.3 Authorization................................................................................. 36

4.4 SEC Filings................................................................................... 37

4.5 Litigation.................................................................................... 39

4.6 Compliance with Laws.......................................................................... 40

4.7 Properties.................................................................................... 40

4.8 Taxes......................................................................................... 41

4.9 Intellectual Property......................................................................... 41

4.10 Employment.................................................................................... 43

4.11 Absence of Certain Changes.................................................................... 45

4.12 Material Contracts............................................................................ 45

4.13 Environmental Matters......................................................................... 46

4.14 Interested Party Transactions................................................................. 46

4.15 State Takeover Statutes....................................................................... 46

4.16 Brokers....................................................................................... 47

4.17 Opinion of Financial Advisor.................................................................. 47

4.18 Rights Agreement.............................................................................. 47

Article 5 Covenants..................................................................................... 47

5.1 Conduct of Business........................................................................... 47

5.2 No Solicitation............................................................................... 52

5.3 Preparation of SEC Documents; Stockholders' Meetings.......................................... 54

5.4 Accountant's Letters.......................................................................... 57

5.5 Access to Information; Confidentiality........................................................ 57

5.6 Reasonable Best Efforts....................................................................... 57

5.7 Indemnification and Insurance................................................................. 59

5.8 Fees and Expenses............................................................................. 60

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5.9 Public Announcements.......................................................................... 60

5.10 Listing....................................................................................... 61

5.11 Tax-Free Reorganization Treatment............................................................. 61

5.12 Equity Awards and Employee Benefits........................................................... 61

5.13 Parent Corporate Governance................................................................... 63

5.14 Affiliate Legends............................................................................. 63

5.15 Notification of Certain Matters............................................................... 63

5.16 Section 16 Matters............................................................................ 63

5.17 Rights Plans; State Takeover Laws............................................................. 63

5.18 Reservation of Parent Common Stock............................................................ 64

5.19 Supplemental Indenture........................................................................ 64

5.20 Supplemental Trust Agreement.................................................................. 64

Article 6 Conditions to Obligations of The Parties...................................................... 64

6.1 Conditions to Each Party's Obligation to Effect the Merger.................................... 64

6.2 Conditions to Obligations of the Company...................................................... 65

6.3 Conditions to Obligations of Parent and Merger Sub............................................ 66

Article 7 Termination, Amendment and Waiver............................................................. 67

7.1 Termination................................................................................... 67

7.2 Effect of Termination......................................................................... 69

7.3 Payments...................................................................................... 69

7.4 Amendment..................................................................................... 70

7.5 Extension; Waiver............................................................................. 71

Article 8 General....................................................................................... 71

8.1 Expiration of Representations and Warranties.................................................. 71

8.2 Notices....................................................................................... 71

8.3 Interpretation................................................................................ 72

8.4 Counterparts.................................................................................. 72

8.5 Entire Agreement; No Third-Party Beneficiaries................................................ 72

8.6 Governing Law................................................................................. 73

8.7 Assignment.................................................................................... 73

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8.8 Consent to Jurisdiction....................................................................... 73

8.9 Headings...................................................................................... 73

8.10 Severability.................................................................................. 73

8.11 Failure or Indulgence Not Waiver; Remedies Cumulative......................................... 73

8.12 Waiver of Jury Trial.......................................................................... 73

8.13 Specific Performance.......................................................................... 74

8.14 No Joint Venture.............................................................................. 74

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AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made and

entered into as of December 15, 2004 (the "AGREEMENT DATE") by and among

Symantec Corporation, a Delaware corporation ("PARENT"), Carmel Acquisition

Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("MERGER

SUB"), and VERITAS Software Corporation, a Delaware corporation (the "COMPANY").

RECITALS

A. The parties intend that, subject to the terms and conditions

hereinafter set forth, Merger Sub shall merge with and into the Company (the

"MERGER"), with the Company to be the surviving corporation of the Merger, on

the terms and subject to the conditions of this Agreement and in accordance with

the General Corporation Law of the State of Delaware ("DELAWARE LAW").

B. The Board of Directors of the Company has approved and declared

advisable this Agreement and the Merger, has deemed it in the best interests of

its stockholders to consummate the Merger, and has determined to recommend to

its stockholders the adoption of this Agreement.

C. The Board of Directors of Parent has approved and declared advisable

this Agreement, the issuance of shares of Parent Common Stock (as defined in

Article 1) in connection with the Merger (the "PARENT STOCK ISSUANCE") and

amendments to Parent's Certificate of Incorporation to increase the number of

authorized shares of Parent Common Stock to 3,000,000,000 and authorize the

Parent Special Voting Share (as defined below) (such increase and authorization

to be contingent upon stockholder approval of the Parent Stock Issuance)

(collectively, the "PARENT CHARTER AMENDMENTS"), has deemed it in the best

interests of its stockholders that the Parent Stock Issuance and Parent Charter

Amendments be effected, and has determined to recommend to its stockholders

approval of the Parent Stock Issuance and Parent Charter Amendments. The Parent

Charter Amendments shall be effected pursuant to a Certificate of Amendment to

its Certificate of Incorporation (the "CERTIFICATE OF AMENDMENT").

D. For United States federal income tax purposes, the Merger is intended

to qualify as a "reorganization" pursuant to the provisions of Section 368(a) of

the Internal Revenue Code of 1986, as amended (the "CODE"), and the parties

intend, by executing this Agreement, to adopt a "plan of reorganization" within

the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3.

E. Parent, Merger Sub and the Company desire to make certain

representations, warranties and covenants in connection with the Merger and to

prescribe various conditions to the Merger.

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

warranties, covenants and conditions contained herein, the parties hereby agree

as follows:

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ARTICLE 1

CERTAIN DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have

the meanings set forth below.

"AFFILIATE" means with respect to any Person, another Person that

directly, or indirectly through one or more intermediaries, controls, is

controlled by, or is under common control with, such first Person, where

"control" means the possession, directly or indirectly, of the power to direct

or cause the direction of the management policies of a Person, whether through

the ownership of voting securities, by contract, as trustee or executor, or

otherwise.

"ALTERNATIVE TRANSACTION" means with respect to Parent or the

Company, any of the following transactions (other than the Merger): (A) any

acquisition or purchase from such party by any Person or "group" (as defined

under Section 13(d) of the Exchange Act and the rules and regulations

thereunder) of more than a 20% interest in the total outstanding voting

securities of such party or any tender offer or exchange offer that if

consummated would result in any Person or "group" (as defined under Section

13(d) of the Exchange Act and the rules and regulations thereunder) beneficially

owning securities representing 20% or more of the total outstanding voting power

of such party or any merger, consolidation, business combination, share exchange

or similar transaction involving such party pursuant to which the stockholders

of such party immediately preceding such transaction hold securities

representing less than 80% of the total outstanding voting power of the

surviving or resulting entity of such transaction (or parent entity of such

surviving or resulting entity); (B) any sale, lease, exchange, transfer, license

or disposition of assets (including capital stock or other ownership interests

in Subsidiaries) representing 20% or more of the aggregate fair market value of

the consolidated assets of such party and its Subsidiaries taken as a whole; or

"ALTERNATIVE TRANSACTION PROPOSAL" means any offer, inquiry,

proposal or indication of interest (whether binding or non-binding) to Parent or

the Company, or their respective stockholders, relating to an Alternative

Transaction.

"APPLICABLE LAW" means all foreign, federal, state, local or

municipal laws, statutes, ordinances, regulations, and rules, and all orders,

writs, injunctions, awards, judgments and decrees of any Governmental Authority

applicable to Parent, the Company, their respective Subsidiaries or any of their

respective assets, properties or businesses.

"CANADIAN SUB" means TeleBackup Exchangeco Inc., a corporation

existing under the laws of the Province of Alberta, all of the issued and

outstanding shares of which, other than approximately 58,770 Exchangeable Shares

are, as of the Agreement Date, owned directly or indirectly by the Company.

"CERTIFICATE OF MERGER" means a certificate of merger, in such

appropriate form as is determined by the parties.

"CHANGE OF RECOMMENDATION" means the withholding, withdrawal,

amendment, qualification or modification of the Board of Directors'

recommendation in favor of, in the case of the Company, adoption of this

Agreement and, in the case of Parent, approval of the Parent

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Stock Issuance and Parent Charter Amendments, and, in the case of a tender or

exchange offer made by a third party directly to the Company's or Parent's

stockholders, as the case may be, a recommendation that the Company's

stockholders or Parent's stockholders, as the case may be, accept the tender or

exchange offer.

"CLOSING" means the closing of the transactions to consummate the

Merger.

"CLOSING DATE" means the business day after the satisfaction or

waiver of the conditions set forth in Article 6 (excluding conditions that, by

their terms, are to be satisfied on the Closing Date, but subject to the

satisfaction or waiver of such conditions), or such other date as the parties

hereto agree in writing, but in no case earlier than April 4, 2005 (unless

Parent agrees otherwise).

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of

1985, as amended.

"COMPANY COMMON STOCK" means the Common Stock, $0.001 par value per

share, of the Company.

"COMPANY ESPPs" means the 2002 Employee Stock Purchase Plan and 2002

International Employee Stock Purchase Plan of the Company.

"COMPANY FOREIGN PLAN" means each Company Benefit Arrangement that

has been established or maintained, or that is required to be maintained or

contributed to by the law or applicable custom or rule of any jurisdiction

outside of the United States.

"COMPANY OPTION PLANS" means the 1993 Equity Incentive Plan, 1993

Directors Stock Option Plan, 2002 Directors Stock Option Plan and 2003 Stock

Incentive Plan of the Company, kVault Software Limited Enterprise Management

Incentive Scheme, Precise Software Solutions Ltd. 1995 Share Option and

Incentive Plan, Precise Software Solutions Ltd. Amended and Restated 1998 Share

Option and Incentive Plan, Precise Software Solutions Ltd. Savant Stock Option

Plan, Design2Deploy, Inc. 2000 Stock Plan, The Kernel Group, Inc. 1997 Incentive

Equity Plan, NuView, Inc. 1998 Stock Option/Stock Issuance Plan, Openvision

Technologies, Inc. 1992 Stock Plan, and Seagate Software, Inc. 1996 Stock Option

Plan.

"COMPANY OPTIONS" means options to purchase shares of Company Common

Stock.

"COMPANY PREFERRED STOCK" means the Preferred Stock, $0.001 par

value per share, of the Company.

"COMPANY RESTRICTED SHARES" means any shares of Company Common Stock

that are issued and outstanding that are unvested or are subject to a repurchase

option, risk of forfeiture or other condition providing that such shares may be

repurchased by or forfeited to the Company under the terms of any Contract with

the Company (including without limitation any stock option agreement, stock

option exercise agreement or restricted stock purchase agreement).

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"COMPANY RESTRICTED STOCK UNIT" means the right to receive a share

of the Company's common stock on a future date.

"COMPANY RIGHTS" means the Company Preferred Stock purchase rights

issued or issuable pursuant to the Company Rights Agreement.

"COMPANY RIGHTS AGREEMENT" means the Rights Agreement dated June 16,

1999 between the Company and ChaseMellon Shareholder Services, L.L.C.

"COMPANY SPECIAL VOTING SHARE" means the one share of Special Voting

Stock, $1.00 par value per share, of the Company.

"COMPANY STOCKHOLDERS" means the holders of shares of Company Common

Stock.

"CONTRACT" means any written or oral legally binding contract,

agreement, instrument, commitment or undertaking (including leases, licenses,

mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders).

"EFFECTIVE TIME" means the time of the filing of the Certificate of

Merger with the Office of the Secretary of State of the State of Delaware in

accordance with the relevant provisions of Delaware Law (or such later time as

may be mutually agreed in writing by the Company and Parent as the time of the

Merger and specified in the Certificate of Merger).

"ENCUMBRANCE" means, with respect to any asset, any mortgage, deed

of trust, lien, pledge, charge, security interest, title retention device,

collateral assignment, adverse claim, restriction or other encumbrance of any

kind in respect of such asset (including any restriction on the voting of any

security, any restriction on the transfer of any security or other asset, any

restriction on the receipt of any income derived from any asset, any restriction

on the use of any asset and any restriction on the possession, exercise or

transfer of any other attribute of ownership of any asset).

"ENVIRONMENTAL LAWS" means any and all federal, state, foreign,

interstate, local or municipal laws, rules, orders, regulations, statutes,

ordinances, codes, decisions, injunctions, decrees, requirements of any

Governmental Authority, any and all common law requirements, rules and bases of

liability regulating, relating to, or imposing liability or standards of conduct

concerning pollution, Hazardous Materials or protection of human health, safety

or the environment, as currently in effect, including, but not limited to, the

Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.

Section 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C.

Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.

Section 6901 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the

Clean Air Act, 42 U.S.C. Section 7401 et seq., the Toxic Substances Control Act,

15 U.S.C. Section 2601 et seq., the Federal Insecticide, Fungicide and

Rodenticide Act, 7 U.S.C., Section 136 et seq., Occupational Safety and Health

Act 29 U.S.C. Section 651 et seq., the Oil Pollution Act of 1990, 33 U.S.C.

Section 2701 et seq., and the Endangered Species Act (16 U.S.C. Section 1531 et

seq.) as such laws have been amended or supplemented, and the regulations

promulgated pursuant thereto, and all analogous state or local statutes.

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"ENVIRONMENTAL LIABILITIES" means with respect to Parent or the

Company, any and all Liabilities of or relating to such party or any of its

Subsidiaries (including any entity which is, in whole or in part, a predecessor

of such party or any of such Subsidiaries), which (A) arise under or relate to

matters covered by Environmental Laws and (B) relate to actions occurring or

conditions existing on or prior to the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974,

as amended.

"ERISA AFFILIATE" means with respect to Parent or the Company, 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 entities under "common

control," as defined in Section 414(c) of the Code; or (C) an "affiliated

service group," as defined in Section 414(m) of the Code, or treasury

regulations promulgated under Section 414(o) of the Code, any of which includes

such party.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as

amended.

"EXCHANGEABLE SHARES" means the Exchangeable Shares of Canadian Sub.

"GAAP" means United States generally accepted accounting principles.

"GOVERNMENTAL AUTHORITY" means any federal, state, county, local,

municipal or foreign court or tribunal, governmental or regulatory body,

administrative agency, commission or other governmental authority.

"GOVERNMENTAL PERMIT" means with respect to Parent, the Company or

any of their respective Subsidiaries, any consent, license, permit, grant, or

other authorization of a Governmental Authority that is required for the

operation of such entity's business or the holding of any of its material assets

or properties.

"HAZARDOUS MATERIALS" means any materials or wastes, defined,

listed, classified or regulated as radioactive, hazardous, toxic or otherwise

dangerous to health or the environment in or under any Environmental Laws

including without limitation petroleum, petroleum products, friable asbestos,

urea formaldehyde, radioactive materials and polychlorinated biphenyls, but

excluding office and janitorial supplies safely stored and maintained.

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of

1976, as amended.

"IAS" means international accounting standards.

"INTELLECTUAL PROPERTY" means, collectively, all worldwide

industrial and intellectual property rights, including rights in the following:

patents and patent applications, trademarks and trademark applications, trade

dress rights, trade names, Internet domain names, copyrights and copyrightable

works (including object code and source code software), mask work and

applications therefor, franchises, inventions, trade secrets, know-how,

proprietary business information, processes and formulae, databases, and

proprietary technology.

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"KNOWLEDGE" means with respect to Parent or the Company, with

respect to any particular fact, circumstance, event or other matter in question,

that any of the Chief Executive Officer, Chief Financial Officer, Chief

Technical Officer, Chief Operating Officer or Chief Legal Officer has actual

knowledge of such fact, circumstance, event or other matter.

"LIABILITIES" means debts, liabilities and obligations, whether

accrued or fixed, absolute or contingent, matured or unmatured, determined or

determinable, known or unknown, including those arising under any law, action or

governmental order and those arising under any Contract.

"MATERIAL ADVERSE EFFECT" means with respect to Parent or the

Company, any change, event, circumstance or effect (any such item, an "EFFECT")

that is materially adverse to the business, assets (including intangible

assets), financial condition or results of operations of such party taken as a

whole with its Subsidiaries; provided however, in no event shall Effects

resulting from any of the following be taken into account in determining whether

there has been or will be, a Material Adverse Effect on any such party: (A)

changes in general economic or market conditions in any geographic location or

Effects affecting the industry generally in which such party and its

Subsidiaries operates (provided that such Effects do not affect such party and

its Subsidiaries as a whole in a materially disproportionate manner as compared

to other similarly situated participants in the industry in which such party and

its Subsidiaries operates); (B) changes in the trading prices for such party's

Common Stock (provided that the underlying causes of any such changes may

(subject to the other provisions of this Agreement) be taken into account in

making a determination as to whether there has been a Material Adverse Effect);

performance of this Agreement or the pendency or consummation of any transaction

contemplated hereby or the announcement thereof; (E) failures to meet revenue or

earnings estimates (provided that the underlying causes of any such failures may

(subject to the other provisions of this Agreement) be taken into account in

making a determination as to whether there has been a Material Adverse Effect);

or (F) any acts of war or terrorism.

"MERGER SUB COMMON STOCK" means the Common Stock, $0.01 par value

per share, of Merger Sub.

"OLD VOTING, SUPPORT AND EXCHANGE TRUST AGREEMENT" means that

certain voting, support and exchange trust agreement made as of June 1, 1999

between VERITAS Software Holding Corporation, VERITAS Software Corporation,

Canadian Sub and the Trustee.

"PARENT COMMON STOCK" means the Common Stock, $0.01 par value per

share, of Parent.

"PARENT ESPP" means the 1998 Employee Stock Purchase Plan of Parent.

"PARENT FOREIGN PLAN" means each Parent Benefit Arrangement that has

been established or maintained, or that is required to be maintained or

contributed to by the law or applicable custom or rule of any jurisdiction

outside of the United States.

"PARENT OPTION PLANS" means the 1988 Employee Stock Option Plan,

1996 Equity Incentive Plan, 1999 Acquisition Plan, 2000 Directors Equity

Incentive Plan, 2001 Non-

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Qualified Equity Incentive Plan, 2002 Executive Officers' Stock Purchase Plan

and 2004 Equity Incentive Plan of Parent, Brightmail, Inc. 1998 Stock Option

Plan, Central Point Software, Inc. Restated 1990 Stock Option Plan, Central

Point Software, Inc. 1992 Stock Option Plan, AXENT Technologies, Inc. 1999

Incentive Stock Plan, AXENT Technologies, Inc. 1998 Incentive Stock Plan, AXENT

Technologies, Inc. 1996 Amended and Restated Directors' Stock Option Plan, AXENT

Technologies, Inc. 1996 Amended and Restated Stock Option Plan, AXENT

Technologies, Inc. Amended and Restated 1991 Stock Option Plan, AXENT

Technologies, Inc. 1998 Exchange Option Plan for Optionees of Raptor Systems,

Inc., AXENT Technologies, Inc. 1999 PassGo Technologies Exchange Option Plan,

Internet Tools 1997 Equity Incentive Plan assumed by AXENT Technologies, Inc.

and the AssureNet Pathways, Inc. Restated 1982 Stock Option Plan assumed by

AXENT Technologies, Inc.

"PARENT OPTIONS" means options to purchase shares of Parent Common

Stock.

"PARENT PREFERRED STOCK" means the Preferred Stock, $0.01 par value

per share, of Parent.

"PARENT RESTRICTED STOCK UNIT" means the right to receive a share of

Parent common stock on a future date.

"PARENT RIGHTS" means the Parent Preferred Stock purchase rights

issued or issuable pursuant to the Parent Rights Agreement.

"PARENT RIGHTS AGREEMENT" means the Rights Agreement dated August

12, 1998 between Parent and BankBoston, N.A.

"PARENT SPECIAL VOTING SHARE" means the one share of a class of

capital stock of Parent, to be issued by Parent to, and deposited with, the

trustee under the Old Voting, Support and Exchange Trust Agreement, and that

will entitle the holder of record thereof to a number of votes at meetings of

holders of shares of Parent Common Stock equal to the number of shares of Parent

Common Stock into which the Exchangeable Shares outstanding from time to time

after the Effective Time (other than Exchangeable Shares held by Parent, its

Subsidiaries and Affiliates) are exchangeable, and having substantially the

rights, powers, restrictions and conditions to be described in the Old Voting,

Support and Exchange Trust Agreement.

"PERMITTED ENCUMBRANCES" means: (A) statutory liens for taxes or

other payments that are not yet due and payable; (B) statutory liens to secure

obligations to landlords, lessors or renters under leases or rental agreements;

workers' compensation, unemployment insurance or similar programs mandated by

Applicable Law; (D) statutory liens in favor of carriers, warehousemen,

mechanics and materialmen, to secure claims for labor, materials or supplies and

other like liens; and (E) statutory purchase money liens.

"PERSON" means any individual, corporation, company, limited

liability company, partnership, limited liability partnership, trust, estate,

proprietorship, joint venture, association, organization, entity or Governmental

Authority.

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"PROXY STATEMENT/PROSPECTUS" means the joint proxy

statement/prospectus to be filed with the SEC as part of the Registration

Statement.

"PUBLIC SOFTWARE" means any software that is or contains, in whole

or in part, any software that is licensed pursuant to an "open source" licensing

agreement or similar agreement, including without limitation software licensed

under the GNU General Public License (GPL) or the GNU Lesser/Library GPL, the

Mozilla Public License, the Netscape Public License, the Sun Community Source

License, the Sun Industry Standards License, the BSD License, and the Apache

License.

"REGISTRATION STATEMENT" means the registration statement on Form

S-4 to be filed by Parent with the SEC in connection with the issuance of Parent

Common Stock in the Merger.

"SARBANES ACT" means the Sarbanes-Oxley Act of 2002.

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SIGNIFICANT SUBSIDIARY" means with respect to Parent or the

Company, a Subsidiary that is a "significant subsidiary" within the meaning of

Rule 1-02 of Regulation S-X promulgated by the SEC.

"SUBSIDIARY" means with respect to Parent or the Company, another

Person, an amount of the voting securities, other voting ownership or voting

partnership interests of which is sufficient to elect at least a majority of its

Board of Directors or other governing body is (or, if there are no such voting

interests, more than 50% of the equity interests of which are) owned directly or

indirectly by such party.

"SUPERIOR PROPOSAL" means with respect to Parent or the Company, an

unsolicited, bona fide written Alternative Transaction Proposal, which the Board

of Directors of such party has in good faith determined (after consultation with

its outside legal counsel and its financial advisor), taking into account all

legal, financial, regulatory, timing and other aspects of the proposal and the

Person making the proposal, (A) is more favorable, from a financial point of

view, to such party's stockholders (in their capacities as stockholders) than

the terms of this Agreement (after giving effect to any adjustments to the terms

of this Agreement proposed by the other party in response to such Alternative

Transaction Proposal) and (B) is fully financed (or reasonably capable of being

fully financed), reasonably likely to receive all required government approvals

on a timely basis and otherwise reasonably capable of being consummated on the

terms proposed; provided that, for purposes of this definition of "Superior

Proposal" each reference to "20%" or "80%" in the definition of "Alternative

Transaction" shall be deemed to be a reference to "50%".

"TAX" (and, with correlative meaning, "TAXES") means (A) any net

income, alternative or add-on minimum tax, estimated, gross income, gross

receipts, sales, use, ad valorem, transfer, franchise, profits, license,

withholding, payroll, employment, excise, severance, stamp, occupation, premium,

property, environmental or windfall profit tax, custom

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duty or other tax, governmental fee or other like assessment or charge of any

kind whatsoever, together with any interest or any penalty, addition to tax or

additional amount imposed by any governmental entity responsible for the

imposition of any such tax (domestic or foreign), (B) any liability for the

payment of any amounts of the type described in clause (A) of this sentence as a

result of being a member of an affiliated, consolidated, combined, unitary or

aggregate group for any taxable period, and (C) any liability for the payment of

any amounts of the type described in clause (A) or (B) of this sentence as a

result of being a transferee of or successor to any Person or as a result of any

express or implied obligation to indemnify any other Person for any amounts of

the type described in clause (A) or (B) of this sentence.

"TERMINATION FEE" means $440,000,000 in immediately available funds.

"TRUSTEE" means Computershare Trust Company of Canada, a trust

company existing under the laws of Canada, in its capacity as trustee under the

Old Voting Support and Exchange Trust Agreement.

"VOTING, SUPPORT AND EXCHANGE TRUST SUPPLEMENT" means an agreement

to be made as of the Effective Time between Parent, the Company, Canadian Sub

and the Trustee for the holders of the Exchangeable Shares, to the extent

required by the Old Voting, Support and Exchange Trust Agreement, providing for

the assumption by Parent of the obligations of the Company under the Old Voting,

Support and Exchange Trust Agreement and the other matters specified therein.

1.2 Additional Definitions. Other capitalized terms defined

elsewhere in this Agreement and not defined in this Article 1 shall have the

meanings assigned to such terms in this Agreement in the sections set forth

below.

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Term Section

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Agreement Preamble

Agreement Date Preamble

Assumed Awards 5.12(b)

Assumed Company Options 2.4(d)

Certificate of Amendment Recitals

Certificates 2.7(c)

Claim 5.7(a)

Code Recitals

Company Preamble

Company 401(k) Plans 5.12(e)

Company Balance Sheet 3.4(b)

Company Benefit Arrangements 3.10(d)

Company Charter Documents 3.1(b)

Company Disclosure Letter 3

Company Financial Statements 3.4(b)

Company Indemnified Parties 5.7(a)

Company IP Rights 3.9(a)

Company Material Contract 3.12(a)

Company Owned IP Rights 3.9(a)

Company SEC Documents 3.4(a)

</TABLE>

<PAGE>

<TABLE>

Term Section

---- -------

<S> <C>

Company Source Code 3.9(g)

Company Stockholder Approval 3.3(c)

Company Stockholders' Meeting 3.4(f)

Company Voting Debt 3.2(d)

Confidentiality Agreement 5.2(c)(1)

Continuing Employees 5.12(d)

Delaware Law Recitals

Exchange Agent 2.7(a)

Exchange Fund 2.7(b)

Exchange Ratio 2.4(b)

Expenses 5.7(a)

Fraction Price 2.4(f)

Goldman Sachs 3.16

Initial Post-Closing Directors 5.13(a)

Lehman 4.16

Merger Recitals

Merger Sub Preamble

Outside Date 7.1(b)(1)

Parent Preamble

Parent Balance Sheet 4.4(b)

Parent Benefit Arrangements 4.10(d)

Parent Benefit Plans 5.12(d)

Parent Charter Amendments Recitals

Parent Charter Documents 4.1(b)

Parent Disclosure Letter 4

Parent Financial Statements 4.4(b)

Parent IP Rights 4.9(a)

Parent Material Contract 4.12(a)

Parent Owned IP Rights 4.9(a)

Parent SEC Documents 4.4(a)

Parent Source Code 4.9(g)

Parent Stock Issuance Recitals

Parent Stockholder Approval 4.3(c)

Parent Stockholders' Meeting 3.4(f)

Parent Voting Debt 4.2(d)

Restraints 6.1(c)

Returns 3.8

Rule 145 Affiliates 5.14

Surviving Corporation 2.1

Use 3.9(a) and 4.9(a)

</TABLE>

ARTICLE 2

THE MERGER

2.1 The Merger. Upon the terms and subject to the conditions of this

Agreement and the applicable provisions of Delaware Law, at the Effective Time,

Merger Sub shall be merged

<PAGE>

with and into the Company and the Company shall continue as the surviving

corporation of the Merger (the "SURVIVING CORPORATION").

2.2 Closing. Subject to termination of this Agreement as provided in

Article 7, the Closing shall take place at the offices of Fenwick & West LLP,

Silicon Valley Center, 801 California Street, Mountain View, California, on the

Closing Date. The parties hereto shall cause the Merger to be consummated on the

Closing Date by filing the Certificate of Merger with the Delaware Secretary of

State in accordance with Delaware Law.

2.3 Effects of the Merger. At and upon the Effective Time:

(a) the separate existence of Merger Sub shall cease and Merger Sub

shall be merged with and into the Company, and the Company shall be the

surviving corporation of the Merger pursuant to the terms of this Agreement and

the Certificate of Merger;

(b) the Certificate of Incorporation of the Surviving Corporation

shall be amended so as to read in its entirety in the form set forth as Exhibit

A hereto, until thereafter amended as provided by Delaware Law and such

Certificate of Incorporation;

to read in their entirety in the form set forth as Exhibit B hereto, until

thereafter amended as provided by Delaware Law and such Bylaws;

(d) the officers of the Company immediately prior to the Effective

Time shall continue as the initial officers of the Surviving Corporation

immediately after the Effective Time until their respective successors are duly

appointed;

(e) the members of the Board of Directors of Merger Sub immediately

prior to the Effective Time shall be appointed as the members of the Board of

Directors of the Surviving Corporation immediately after the Effective Time

until their respective successors are duly elected or appointed and qualified;

and

(f) the Merger shall, from and after the Effective Time, have all of

the effects provided by Delaware Law.

2.4 Conversion of Securities. Subject to the terms and conditions of this

Agreement, at the Effective Time, by virtue of the Merger and without any action

on the part of Merger Sub, Company or the holders of any of the following

securities:

(a) Conversion of Merger Sub Common Stock. Each share of Merger Sub

Common Stock that is issued and outstanding immediately prior to the Effective

Time shall be converted into one validly issued, fully paid and nonassessable

share of Common Stock, $0.001 par value per share, of the Surviving Corporation,

and the shares of the Surviving Corporation into which the shares of Merger Sub

Common Stock are so converted shall be the only shares of the Surviving

Corporation that are issued and outstanding immediately after the Effective

Time. Following the Effective Time, each certificate evidencing ownership of

shares of Merger Sub Common Stock shall evidence ownership of such shares of the

Surviving Corporation.

<PAGE>

(b) Conversion of Company Common Stock. Each share of Company Common

Stock (including each Company Restricted Share) that is issued and outstanding

immediately prior to the Effective Time (other than any shares of Company Common

Stock to be canceled pursuant to Section 2.4(e)), will be canceled and

extinguished and automatically converted (subject to Section 2.4(g)) into the

right to receive 1.1242 (the "EXCHANGE RATIO") shares of Parent Common Stock,

upon surrender of the certificate representing such share of Company Common

Stock in the manner provided in Section 2.7. No fraction of a share of Parent

Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash

payment shall be made pursuant to Section 2.4(f). Notwithstanding the foregoing,

Company Restricted Shares shall be subject to the provisions of Section 2.5.

Voting Share that is issued and outstanding immediately prior to the Effective

Time will be canceled and extinguished and automatically converted into the

right to receive one Parent Special Voting Share. As of the Effective Time, such

Company Special Voting Share shall no longer be outstanding and shall

automatically be canceled and shall cease to exist, and the holder of a

certificate which, prior to the Effective Time, represented such Company Special

Voting Share shall cease to have any rights or powers with respect thereto,

except the right to receive the Parent Special Voting Share.

(d) Company Options and Restricted Stock Units.

(1) Assumed Company Options. Unless the terms of an agreement

evidencing a Company Option or the provisions of a Company Option Plan

applicable to a Company Option provide otherwise, each Company Option that is

issued and outstanding immediately prior to the Effective Time, whether or not

then exercisable, with an exercise price equal to or less than $49.00, will be

assumed by Parent and converted into an option to purchase Parent Common Stock

("ASSUMED COMPANY OPTIONS"). Each Company Option so assumed and converted will

continue to have, and be subject to, the same terms and conditions, except that

(i) each converted Company Option shall be exercisable (or will become

exercisable in accordance with its terms) for that number of whole shares of

Parent Common Stock equal to the product of the number of shares of Company

Common Stock that were issuable upon exercise of such Company Option immediately

prior to the Effective Time multiplied by the Exchange Ratio (rounded down to

the nearest whole share) and (ii) the per share exercise price for the shares of

Parent Common Stock issuable upon exercise of such converted Company Option

shall be equal to the quotient determined by dividing the exercise price per

share of Company Common Stock at which such Company Option was exercisable

immediately prior to the Effective Time by the Exchange Ratio (rounded up to the

nearest whole cent). The conversion of Company Options provided for in this

Section 2.4(d)(1) with respect to any Company Options that are intended to be

"incentive stock options" (as defined in Section 422 of the Code) shall be

effected in a manner consistent with Section 424(a) of the Code and otherwise in

a manner designed to preserve incentive stock option treatment to the extent

permitted by Applicable Law.

(2) Cancellation of Certain Company Options. Each Company

Option that is issued and outstanding immediately prior to the Effective Time,

whether or not then exercisable, which is not an Assumed Company Option and

which is not exercised as of immediately prior to the Effective Time, shall be

canceled and extinguished without any conversion or assumption thereof

immediately prior to the Effective Time.

<PAGE>

(3) Consistent Treatment of Certain Company Options.

Notwithstanding the provisions of Section 2.4(d)(1) and Section 2.4(d)(2), if

certain Company Options are subject to the express terms of a Company Option

Plan that require all Company Options granted under such Company Option Plan to

be treated in the same manner, then all such Company Options, whether or not

then exercisable and regardless of the exercise price of such Company Options,

shall be assumed by Parent and converted into an option to purchase Parent

Common Stock in accordance with the last two sentences of Section 2.4(d)(1).

(4) Company Restricted Stock Units. Each Company Restricted

Stock Unit that is issued and outstanding immediately prior to the Effective

Time will be assumed by Parent and converted into a Parent Restricted Stock

Unit. Each Company Restricted Stock Unit so assumed and converted will continue

to have, and be subject to, the same terms and conditions, except that each

converted Company Restricted Stock Unit shall be for that number of whole shares

of Parent Common Stock equal to the product of the number of shares of Company

Common Stock that were subject to the Company Restricted Stock Unit immediately

prior to the Effective Time multiplied by the Exchange Ratio (rounded down to

the nearest whole share).

(e) Cancellation of Company-Owned and Parent-Owned Stock. Each share

of Company Common Stock held by Company or owned by Merger Sub, Parent or any

direct or indirect wholly-owned Subsidiary of Parent immediately prior to the

Effective Time shall be canceled and extinguished without any conversion

thereof.

(f) Fractional Shares. No fraction of a share of Parent Common Stock

will be issued by virtue of the Merger or any exchange of an Exchangeable Share

at any time after the Effective Time, but in lieu thereof each former holder of

shares of Company Common Stock who would otherwise be entitled to a fraction of

a share of Parent Common Stock (after aggregating all fractional shares of

Parent Common Stock that otherwise would be received by such holder) shall, upon

surrender of such holder's Certificate(s) (as defined in Section 2.7(c)),

receive from Parent an amount of cash in U.S. dollars (rounded to the nearest

whole cent), without interest, less the amount of any withholding taxes with

respect to the shares represented by such certificate as contemplated by Section

2.8(b), which are required to be withheld with respect thereto, equal to the

product of (i) such fraction, multiplied by (ii) the closing sale price of one

share of Parent Common Stock as quoted on the Nasdaq Stock Market for the

trading day that is one trading day prior to the Closing Date (the "FRACTION

PRICE"). In lieu of any such fractional interests, each holder of Exchangeable

Shares exchanged pursuant to the provisions thereof who would otherwise have

been entitled to receive a fraction of a share of Parent Common Stock (after

taking into account all shares of Parent Common Stock to which such holder is

entitled pursuant to Section 2.4 and the provisions of the Exchangeable Shares)

shall be entitled to receive an amount of cash in U.S. dollars (rounded to the

nearest whole cent), without interest, equal to the product of such fraction

multiplied by the Fraction Price.

(g) Adjustments to Exchange Ratio. The Exchange Ratio shall be

adjusted to reflect appropriately the effect of any stock split, reverse stock

split, stock dividend (including any dividend or distribution of securities

convertible into Parent Common Stock or Company Common Stock), reorganization,

recapitalization, reclassification or other like change with respect to Parent

Common Stock or Company Common Stock occurring on or after the Agreement Date

and prior to the Effective Time.

<PAGE>

2.5 Company Restricted Shares. Subject to the terms of any agreement

entered into prior to the Agreement Date (a correct and complete copy of which

has been disclosed and made available to Parent), the shares of Parent Common

Stock issued upon the conversion of any Company Restricted Shares in the Merger

will continue to be unvested and subject to the same repurchase options, risks

of forfeiture or other conditions following the Effective Time, and the

certificates representing such shares of Parent Common Stock may accordingly be

marked with appropriate legends noting such repurchase options, risks of

forfeiture or other conditions. The Company shall take all actions that may be

necessary to ensure that, from and after the Effective Time, Parent is entitled

to exercise any such repurchase option or other right set forth in any Contract

governing Company Restricted Shares.

2.6 Treatment of Exchangeable Shares.

(a) Prior to the Effective Time, the Boards of Directors of each of

the Company, Parent and Canadian Sub, or any of their respective appropriate

committees, shall adopt appropriate resolutions and, along with the Company,

Parent and Canadian Sub, shall take all other actions required under the Old

Voting, Support and Exchange Trust Agreement to ensure that following the

Effective Time, the rights of the holders of Exchangeable Shares are

"economically equivalent" to the rights enjoyed by such holders prior to such

time within the meaning of the Old Voting, Support and Exchange Trust Agreement.

In this regard, and without limiting the generality of the foregoing,

immediately following the Effective Time, each outstanding Exchangeable Share

shall be exchangeable for such number of shares of Parent Common Stock as is

determined by reference to the following formula:

A x B

where:

"A" equals the Exchange Ratio, and

"B" equals 4.5,

unless further adjustment is then required pursuant to the rights, privileges,

conditions and restrictions attaching to the Exchangeable Shares, plus payment

of the "Dividend Amount" (as such term is defined in such rights, privileges,

conditions and restrictions), if any.

(b) Without limiting the generality of Section 2.6(a), the parties

agree as follows:

(1) At or before the Effective Time, the Company and Canadian

Sub (including its Board of Directors) shall comply with their respective

obligations under the provisions attaching to the Exchangeable Shares and the

Old Voting, Support and Exchange Trust Agreement.

(2) At or before the Effective Time, Parent, the Company,

Canadian Sub and the Trustee shall execute and deliver the Voting, Support and

Exchange Trust Supplement wherein the Parent agrees to be bound by the terms and

provisions of the Old Voting, Support and Exchange Trust Agreement, in a form

satisfactory to the Trustee, and, to the

<PAGE>

satisfaction of the Trustee, preserving and not impairing in any material

respect, any of the rights, duties, powers and authorities of the Trustee or the

holders of Exchangeable Shares under the Old Voting, Support and Exchange Trust

Agreement.

(3) At or before the Effective Time, Parent shall have

authorized the Parent Special Voting Share and at the Effective Time, Parent

shall deliver to the Trustee a new certificate evidencing the Parent Special

Voting Share, to the extent required by the Voting, Support and Exchange Trust

Supplement.

(4) At or before the Effective Time, Parent, the Company and

Canadian Sub shall take all such actions as may reasonably be required to:

(i) permit the continued unrestricted and free

tradability in Canada of the Exchangeable Shares (other than restrictions on

transfers by control block holders) in those Provinces and Territories of Canada

in which such securities were unrestricted and freely tradable immediately prior

to the Effective Time;

(ii) ensure that the Exchangeable Shares remained listed

and posted for trading on the Toronto Stock Exchange;

(iii) obtain all such qualifications, registrations,

approvals, orders, rulings, or consents, make all such filings, fulfill all such

legal or regulatory requirements and take all such other proceedings as are

necessary or are required under any Canadian or United States federal,

provincial or state law or regulation or pursuant to the rules and regulations

of any other regulatory authority of competent jurisdiction, in order to ensure

that following the Effective Time, shares of Parent Common Stock can be issued

by the Parent to holders of Exchangeable Shares on exercise of the exchange

rights attached to such securities, and thereafter, to ensure that such

securities will be freely tradable by such holders in the United States (other

than restrictions on transfer by reason of the holder being a "control person"

or an "affiliate" of the Parent); and

(iv) ensure that the shares of Parent Common Stock are

listed, quoted or posted for trading on the Nasdaq Stock Market.

Without limiting the generality of the foregoing, such actions shall include the

confirmation of the continued effectiveness, following the Merger, of all

existing Canadian securities regulatory orders and rulings, or the granting of

new such orders and rulings, respecting such unrestricted and free tradability

of the Exchangeable Shares in the above-noted Provinces and Territories of

Canada and such unrestricted issuance of the shares of Parent Common Stock

issuable upon exchange of the Exchangeable Shares from time to time and the

resale of same in the United States, and respecting the satisfaction of Canadian

Sub's Canadian securities law continuous and timely disclosure obligations

through the filing and provision of information relating to Parent.

(5) At or before the Effective Time, Parent shall take all

action necessary to authorize and irrevocably reserve for issuance, free from

preemptive and other rights, out of its authorized and unissued capital stock

that number of shares of Parent Common Stock sufficient for issuance upon

exercise of the exchange rights attaching to all of the

<PAGE>

Exchangeable Shares (other than Exchangeable Shares held by Parent, its

Subsidiaries and Affiliates) outstanding from time to time after the Effective

Time.

(6) At or before the Effective Time, Parent, the Company and

Canadian Sub shall take all action necessary to provide to holders of

Exchangeable Shares, an alternative retraction mechanism that will allow such

holders to retract their shares (thereby requiring the Canadian Sub to redeem

same) conditional upon the completion of the Merger.

2.7 Exchange of Certificates.

(a) Exchange Agent. Parent shall select an institution reasonably

acceptable to the Company to act as the exchange agent (the "EXCHANGE AGENT") in

the Merger and shall enter into an exchange agent agreement with the Exchange

Agent reasonably satisfactory to Company.

(b) Exchange Fund. Promptly after the Effective Time, Parent shall

make available to the Exchange Agent for exchange in accordance with this

Article 2, the shares of Parent Common Stock and cash in lieu of fractional

shares (together with any dividends or distributions with respect thereto, the

"EXCHANGE FUND") issuable pursuant to Section 2.4(b) and Section 2.4(e) in

exchange for outstanding shares of Company Common Stock.

shall instruct the Exchange Agent to mail to each holder of record of a

certificate or certificates ("CERTIFICATES") which immediately prior to the

Effective Time represented outstanding shares of Company Common Stock whose

shares were converted into the right to receive shares of Parent Common Stock

pursuant to Section 2.4(b), cash in lieu of any fractional shares pursuant to

Section 2.4(f) and any dividends or other distributions pursuant to Section

2.7(d), (i) a letter of transmittal in customary form (that shall specify that

delivery shall be effected, and risk of loss and title to the Certificates shall

pass, only upon proper delivery of the Certificates to the Exchange Agent) and

(ii) instructions for use in effecting the surrender of the Certificates in

exchange for certificates representing shares of Parent Common Stock. Upon

surrender of Certificates for cancellation to the Exchange Agent together with

such letter of transmittal, duly completed and validly executed in accordance

with the instructions thereto, and such other documents as may reasonably be

required by the Exchange Agent (including any required Form W-9 or Form W-8),

the holders of such Certificates shall be entitled to receive in exchange

therefor certificates representing the number of whole shares of Parent Common

Stock (after aggregating all Certificates surrendered by such holder) into which

such holder is entitled pursuant to Section 2.4(b) (which shall be in

uncertificated book entry form unless a physical certificate is requested or

required by Applicable Law or regulation), a check in the amount of U.S. dollars

in lieu of fractional shares that such holders have the right to receive

pursuant to Section 2.4(f) and any dividends or distributions payable pursuant

to Section 2.7(d), and the Certificates so surrendered shall forthwith be

canceled. Until so surrendered, outstanding Certificates will be deemed from and

after the Effective Time, for all corporate purposes, to evidence only the right

to receive upon surrender thereof the number of whole shares of Parent Common

Stock to which such holder is entitled pursuant to Section 2.4(b), an amount in

cash in lieu of the issuance of any fractional shares in accordance with Section

2.4(f) and any dividends or distributions payable pursuant to Section 2.7(d). No

interest will be paid or accrued on any cash payable in lieu of fractional

shares of Parent Common Stock or on any unpaid dividends or

<PAGE>

distributions payable to holders of Certificates. In the event of a transfer of

ownership of shares of Company Common Stock that is not registered in the

transfer records of the Company, a certificate representing the proper number of

shares of Parent Common Stock and cash payable in lieu of fractional shares may

be issued to a transferee if the Certificate representing such shares of Company

Common Stock 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.

(d) Distributions With Respect to Unexchanged Shares. No dividends

or other distributions declared or made after the Agreement Date with respect to

Parent Common Stock with a record date after the Effective Time will be paid to

the holders of any unsurrendered Certificates with respect to the shares of

Parent Common Stock represented thereby until the holders of record of such

Certificates shall surrender such Certificates. Subject to Applicable Law,

following surrender of any such Certificates, the Exchange Agent shall deliver

to the record holders thereof, without interest, (i) promptly after such

surrender, the amount of any cash payable with respect to a fractional share of

Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)

and the amount of dividends or other distributions with a record date after the

Effective Time theretofore paid with respect to the whole shares of Parent

Common Stock represented thereby, and (ii) at the appropriate payment date, the

amount of dividends or other distributions with a record date after the

Effective Time but prior to surrender and a payment date occurring after

surrender, payable with respect to such whole shares of Parent Common Stock.

(e) Lost, Stolen or Destroyed Certificates. In the event that any

Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall

issue and pay in exchange for such lost, stolen or destroyed Certificates, upon

the making of an affidavit of that fact by the holder thereof, certificates

representing the shares of Parent Common Stock into which the shares of Company

Common Stock represented by such Certificates were converted pursuant to Section

2.4(b), cash for fractional shares, if any, as may be required pursuant to

Section 2.4(f) and any dividends or distributions payable pursuant to Section

2.7(d); provided, however, that Parent or the Exchange Agent may, in its

discretion and as a condition precedent to the issuance of such certificates

representing shares of Parent Common Stock, cash and other distributions,

require the owner of such lost, stolen or destroyed Certificates to deliver a

bond in such sum as it may reasonably direct as indemnity against any claim that

may be made against Parent, the Surviving Corporation or the Exchange Agent with

respect to the Certificates alleged to have been lost, stolen or destroyed.

(f) Termination of Exchange Fund. Any portion of the Exchange Fund

which remains undistributed to the former holders of Company Common Stock for

one year after the Effective Time shall be delivered to Parent, upon demand, and

any such holders of Company Common Stock who have not theretofore complied with

the provisions of this Section 2.7 shall thereafter look only to Parent for the

shares of Parent Common Stock to which they are entitled pursuant to Section

2.4(b), any cash in lieu of fractional shares of Parent Common Stock to which

they are entitled pursuant to Section 2.4(f) and any dividends or other

distributions with respect to Parent Common Stock to which they are entitled

pursuant to Section 2.7(d), in each case without any interest thereon.

<PAGE>

(g) No Further Ownership Rights in Company Common Stock. All shares

of Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock

and dividends or other distributions with respect to Parent Common Stock issued

in accordance with the terms hereof shall be deemed to have been issued in full

satisfaction of all rights pertaining to such shares of Company Common Stock,

and there shall be no further registration of transfers on the records of the

Surviving Corporation of shares of Company Common Stock that were outstanding

immediately prior to the Effective Time. If after the Effective Time

Certificates are presented to the Surviving Corporation for any reason, they

shall be canceled and exchanged as provided in this Article 2.

(h) No Liability. Notwithstanding anything to the contrary in this

Section 2.7, neither the Exchange Agent, Parent, the Company, the Surviving

Corporation nor any party hereto shall be liable to a holder of shares of

Company Common Stock for any amount properly paid to a public official pursuant

to any applicable abandoned property, escheat or similar law.

2.8 Tax Consequences and Withholding.

(a) Consequences. It is intended by the parties hereto that the

Merger shall constitute a "reorganization" within the meaning of Section 368 of

the Code. The parties hereto adopt this Agreement as a "plan of reorganization"

within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States

Income Tax Regulations.

(b) Withholding. Each of the Exchange Agent, Parent and the

Surviving Corporation shall be entitled to deduct and withhold from any

consideration payable or otherwise deliverable pursuant to this Agreement to any

former Company Stockholder such amounts as may be required to be deducted or

withheld therefrom under the Code or under any provision of state, local or

foreign tax law or under any other Applicable Law. To the extent such amounts

are so deducted and withheld, such amounts shall be treated for all purposes

under this Agreement as having been paid to the Person in respect of whom such

deduction and withholding was made.

2.9 Further Assurances. If, at any time before or after the Effective

Time, the Company or Parent reasonably believes or is advised that any further

instruments, deeds, assignments or assurances are reasonably necessary or

desirable to consummate the Merger or to carry out the purposes and intent of

this Agreement at or after the Effective Time, then the Company, Parent, the

Surviving Corporation and their respective officers and directors shall execute

and deliver all such proper deeds, assignments, instruments and assurances and

do all other things reasonably necessary or desirable to consummate the Merger

and to carry out the purposes and intent of this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure letter of the Company addressed to

Parent, dated as of the Agreement Date and delivered to Parent concurrently with

the parties' execution of this Agreement (the "COMPANY DISCLOSURE LETTER")

referencing a representation or warranty herein (it being understood that the

Company Disclosure Letter shall be arranged in sections and

<PAGE>

subsections corresponding to the sections and subsections contained in this

Agreement, and the disclosures in any section or subsection of the Company

Disclosure Letter shall qualify all of the applicable representations and

warranties in the corresponding section or subsection of this Article 3 and, in

addition, in all other sections or subsections in this Article 3 to the extent

it is reasonably apparent from the text of such disclosure that that such

disclosure is applicable to such other sections or subsections), the Company

represents and warrants to Parent as follows:

3.1 Organization.

(a) Standing and Power. Each of the Company and its Subsidiaries (i)

is a corporation or other entity duly organized, validly existing and in good

standing (with respect to jurisdictions which recognize such concept) under the

laws of the jurisdiction of its incorporation or organization, (ii) has the

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

carry on its business as currently conducted, and (iii) is duly qualified or

licensed to do business, and is in good standing (with respect to jurisdictions

which recognize such concept), in each jurisdiction where the character of the

properties owned, leased or operated by it or the nature of its activities makes

such qualification or licensing necessary, in each case except as would not,

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

Adverse Effect on the Company.

(b) Charter Documents. The Company has made available to Parent or

filed with the SEC prior to the Agreement Date: (i) a complete and correct copy

of the Certificate of Incorporation (including any Certificates of Designation)

and Bylaws of the Company, each as amended to date, and (ii) a complete and

correct copy of the articles or certificate of incorporation and bylaws (or like

organizational documents), each as amended to date, of each of its Significant

Subsidiaries (collectively with the documents identified in the preceding clause

(i), the "COMPANY CHARTER DOCUMENTS"), and each such instrument is in full force

and effect. Neither Company nor any of such Subsidiaries is in violation of any

of its Company Charter Documents, except in the case of such Significant

Subsidiaries as would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect on the Company.

sets forth a list of each Subsidiary of the Company. All the outstanding shares

of capital stock of, or other equity or voting interests in, each Significant

Subsidiary of the Company (i) are owned directly or indirectly by the Company,

free and clear of all Encumbrances (except for Permitted Encumbrances and

restrictions imposed by applicable securities laws), (ii) are not subject to any

preemptive right or right of first refusal created by Applicable Law, the

Company Charter Documents or any Contract to which such Significant Subsidiary

is a party or by which it is bound, and (iii) are duly authorized, validly

issued, fully paid and nonassessable. Other than the Subsidiaries of the

Company, as of the Agreement Date, neither the Company nor any of its

Subsidiaries owns any capital stock of, or other equity or voting interests of

any nature in, or any interest convertible, exchangeable or exercisable for,

capital stock of, or other equity or voting interests of any nature in, any

other Person where the aggregate book value reflected on the Company Balance

Sheet (or the cost to the Company and its Subsidiaries with respect to

securities acquired after September 30, 2004) of all such securities issued by

any single Person exceeds $5,000,000. As of the Agreement Date, there are no

outstanding obligations of the Company or any of its Subsidiaries under any

Contract to which it is a party or by which it is otherwise bound to make any

loan to, or any equity or other investment (in the form of a capital

<PAGE>

contribution or otherwise) in any other Person (other than the Company or such a

Subsidiary) in an amount in excess of $5,000,000 in respect of any single

Person.

3.2 Capitalization of the Company.

(a) Capital Stock. The authorized capital stock of the Company

consists solely of 2,000,000,000 shares of Company Common Stock, 10,000,000

shares of Company Preferred Stock, of which 10,000,000 shares have been

designated Series A Junior Participating Preferred Stock and reserved for

issuance upon exercise of the Company Rights, and one Company Special Voting

Share. As of the close of business on December 13, 2004, (i) 423,071,486 shares

of Company Common Stock were issued and outstanding (ii) no Company Restricted

Shares were issued and outstanding, (iii) 22,958,527 shares of Company Common

Stock were held in treasury by the Company and its Subsidiaries, (iv) no shares

of Company Preferred Stock were issued or outstanding, (v) one Company Special

Voting Share was issued and outstanding and (vi) 58,770 Exchangeable Shares were

issued and outstanding. From December 13, 2004 through the Agreement Date, no

shares of Company Common Stock have been issued by the Company or any Subsidiary

of the Company other than pursuant to the exercise of Company Options that were

outstanding on December 13, 2004 or the exchange of Exchangeable Shares that

were outstanding on December 13, 2004. The Company Special Voting Share entitles

the holder thereof to vote, together with the holders of Company Common Stock,

on all matters submitted for the vote of the holders of Company Common Stock.

The number of votes represented by the Company Special Voting Share is equal to

the number of outstanding Exchangeable Shares (other than Exchangeable Shares

held by the Company, its Subsidiaries and its Affiliates). All issued and

outstanding shares of Company Common Stock have been duly authorized and validly

issued, are fully paid and nonassessable, and are not subject to preemptive

rights created by Applicable Law, the Company Charter Documents or any Contract

to which the Company is a party or by which it is bound.

(b) Stock Options, Purchase Plans, Restricted Stock Units and

Convertible Securities. As of the close of business on December 13, 2004, (i)

65,088,225 shares of Company Common Stock were subject to issuance pursuant to

outstanding Company Options under the Company Option Plans, (ii) 2,531,505

shares of Company Common Stock were subject to issuance pursuant to outstanding

Company Options outside the Company Option Plans, (iii) 19,543,076 shares of

Company Common Stock were reserved for future grant and issuance under the

Company Option Plans (excluding shares subject to issuance pursuant to

outstanding Company Options), (iv) 453,249 shares of Company Common Stock were

subject to issuance pursuant to outstanding Company Restricted Stock Units, (v)

17,639,323 shares of Company Common Stock were reserved for future issuance

under the Company ESPPs, (vi) 352,715 shares of Company Common Stock reserved

for future issuance with respect to Exchangeable Shares, and (vii) the Company's

0.25% convertible subordinated debentures due August 1, 2013 were convertible

into an aggregate of 11,273,704 shares of Company Common Stock. All shares of

Company Common Stock subject to issuance as aforesaid, 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.

There are no outstanding or authorized stock appreciation, profit participation

(other than Company bonus plans), "phantom stock," or other similar plans or

Contracts with respect to the Company or any of its Subsidiaries.

<PAGE>

2004, except as set forth in the preceding subsection (b) and except for the

Company Rights issued pursuant to the Company Rights Agreement (in respect of

which no Distribution Date (as defined in the Company Rights Agreement) has

occurred), there were no options, warrants, calls, rights, commitments,

conversion privileges or preemptive or other rights or Contracts (to which the

Company or any of its Subsidiaries is a party or by which the Company or any of

its Subsidiaries is bound) outstanding to purchase or otherwise acquire any

Company Voting Debt, any shares of capital stock of the Company or any of its

Subsidiaries or any securities or debt exercisable for, convertible into or

exchangeable for capital stock of the Company or any of its Subsidiaries, or

obligating the Company or any of its Subsidiaries to issue, grant, extend or

enter into any such option, warrant, call, right, commitment, conversion

privilege or preemptive or other right or Contract. From December 13, 2004

through the Agreement Date, neither the Company nor any its Subsidiaries has

issued or entered into any such option, warrant, call, right, commitment,

conversion privilege or preemptive or other right or Contract, except for

Company Rights issued pursuant to the Company Rights Agreement upon the issuance

of Company Common Stock (in respect of which Company Rights no Distribution Date

has occurred). The Company Charter Documents do not provide, and neither the

Company nor any of its Significant Subsidiaries is a party to or otherwise bound

by any Contract providing, for registration rights, rights of first refusal in

favor of a third party, preemptive rights, co-sale rights, antidilution rights,

redemption rights or other similar rights or other restrictions applicable to

any outstanding securities of the Company or its Significant Subsidiaries.

Neither the Company nor any of its Significant Subsidiaries is a party to or

otherwise bound by any Contract (including any voting agreement, voting trust or

proxy, other than proxies to be submitted in connection with the Company

Stockholders' Meeting (as defined below)) regarding the voting of any

outstanding securities of the Company or its Significant Subsidiaries. Except

for the Company Rights Agreement, neither the Company nor any of its Significant

Subsidiaries is a party to or otherwise bound by any rights agreement or "poison

pill" anti-takeover plan.

(d) Voting Debt. There are no issued or outstanding bonds,

debentures, notes or other evidences of indebtedness having the right to vote on

any matters on which stockholders of the Company may vote ("COMPANY VOTING

DEBT").

(e) Legal Compliance. All outstanding shares of Company Common

Stock, all outstanding Company Options, and all outstanding shares of capital

stock of each Subsidiary of the Company have been issued and granted in

compliance in all material respects with (i) all applicable securities laws and

other Applicable Laws and (ii) all requirements set forth in applicable

Contracts pursuant to which such securities were issued.

(f) Ownership of Parent. To the Company's knowledge, neither the

Company nor any of its Subsidiaries owns any shares of capital stock of Parent

or any of its Subsidiaries.

3.3 Authorization.

(a) Power and Authority. The Company has all requisite corporate

power and authority to enter into this Agreement, to perform its obligations

hereunder and to consummate the transactions contemplated hereby, subject in the

case of consummation of the Merger to obtaining the Company Stockholder Approval

(as defined below). The execution and delivery of this Agreement have been duly

and validly authorized by all necessary corporate action on the

<PAGE>

part of the Company and no other corporate proceedings on the part of Company

are necessary to authorize the execution and delivery of this Agreement or the

consummation of the transactions contemplated hereby, other than the Company

Stockholder Approval.

(b) Board Approval. The Board of Directors of the Company has (i)

determined that this Agreement and the Merger are fair to and in the best

interests of the Company and its stockholders and has declared this Agreement

advisable, (ii) duly approved this Agreement, the Merger and the other

transactions contemplated hereby, which approval has not been rescinded or

modified, (iii) resolved (subject to Section 5.2(d)) to recommend this Agreement

to the Company Stockholders for adoption, and (iv) directed that this Agreement

be submitted to the Company Stockholders for consideration in accordance with

this Agreement.

majority of the outstanding shares of Company Common Stock and the Company

Special Voting Share, voting together as a single class (the "COMPANY

STOCKHOLDER APPROVAL"), is the only vote of the holders of any class or series

of capital stock of the Company necessary to adopt this Agreement and consummate

the Merger and the other transactions contemplated hereby.

(d) Enforceability. This Agreement has been duly executed and

delivered by Company and, assuming the due execution and delivery by Parent and

Merger Sub, constitutes the valid and binding obligation of Company, enforceable

against Company in accordance with its terms, subject to the effect of (i)

applicable bankruptcy, insolvency, reorganization, moratorium or other similar

laws now or hereafter in effect relating to rights of creditors generally and

(ii) rules of law and equity governing specific performance, injunctive relief

and other equitable remedies.

(e) No Consents. No consent, approval, order, authorization, release

or waiver of, or registration, declaration or filing with, any Governmental

Authority is necessary or required to be made or obtained by the Company or any

of its Subsidiaries to enable the Company to lawfully enter into, and perform

its obligations under, this Agreement or to consummate the Merger and the other

transactions contemplated hereby, except for (i) the filing of the Certificate

of Merger with the Secretary of State of the State of Delaware and appropriate

documents with the relevant authorities of other states in which Company is

qualified to do business, (ii) such filings and notifications as may be required

to be made by the Company in connection with the Merger under the HSR Act and

the antitrust, competition or similar laws of any foreign jurisdiction and the

expiration or early termination of applicable waiting periods under the HSR Act

and such foreign laws, (iii) the filing with the SEC of the Proxy

Statement/Prospectus and such reports and filings under the Exchange Act and the

rules and regulations thereunder as may be required in connection with this

Agreement and the transactions contemplated hereby, (iv) such other filings and

notifications as may be required to be made by the Company under federal, state

or foreign securities laws or the rules and regulations of the Nasdaq Stock

Market, (v) the Company Stockholder Approval, and (vi) such other consents,

approvals, orders, authorizations, releases, waivers, registrations,

declarations or filings that if not made or obtained would not, individually or

in the aggregate, reasonably be expected to materially affect the ability of the

Company to consummate the Merger or have a Material Adverse Effect on the

Company.

<PAGE>

(f) No Conflict. The execution and delivery of this Agreement by the

Company do not, and the consummation by the Company of the transactions

contemplated hereby and compliance by the Company with the provisions of this

Agreement will not, conflict with, result in any violation or breach of or

default (with or without notice or lapse of time, or both) under, or require any

consent, waiver or approval under, (i) the Company Charter Documents, (ii)

subject to compliance with the requirements set forth in the preceding

subsection (e), any Applicable Law applicable to the Company, any of its

Subsidiaries or any of their respective assets or properties, or (iii) any

Contract or Governmental Permit to which the Company or any of its Subsidiaries

is a party or by which the Company or any of its Subsidiaries is bound, other

than, in the cases of clauses (ii) and (iii), any such conflicts, violations,

breaches or defaults, or failure to obtain consents, waivers or approvals,

which, individually or in the aggregate, would not reasonably be expected to

materially affect the ability of the Company to consummate the Merger or have a

Material Adverse Effect on the Company.

3.4 SEC Filings.

(a) SEC Reports. The Company has filed with the SEC all registration

statements, prospectuses, reports, forms, statements, schedules, certifications

and other documents (including exhibits and all other items incorporated by

reference) required to be filed by Company since January 1, 2003 (all such

required registration statements, prospectuses, reports, forms, statements,

schedules, certifications and other documents, including those that the Company

may file subsequent to the Agreement Date, are referred to herein as the

"COMPANY SEC DOCUMENTS"). As of their respective dates, the Company SEC

Documents (i) were prepared in accordance and complied in all material respects

with the requirements of the Securities Act, the Exchange Act, the Sarbanes Act

(to the extent then applicable), and the rules and regulations of the SEC

promulgated thereunder applicable to such Company SEC Documents and (ii) did not

at the time they were filed (or if amended or superseded by a filing prior to

the Agreement Date, then on the date of such filing) contain any untrue

statement of a material fact or omit to state a material fact required to be

stated therein or necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading, except to

the extent corrected prior to the Agreement Date by a subsequently filed Company

SEC Document. None of the Company's Subsidiaries is required to file any forms,

reports or other documents with the SEC.

(b) Financial Statements. Each of the consolidated financial

statements (including, in each case, any related notes thereto) contained in the

Company SEC Documents (the "COMPANY FINANCIAL STATEMENTS"), including each

Company SEC Document filed after the Agreement Date until the Closing, (i)

complied, as of their respective dates of filing with the SEC, as to form in all

material respects with the published rules and regulations of the SEC with

respect thereto, (ii) was prepared in accordance with GAAP (except in the case

of unaudited interim financial statements, as may be permitted by the SEC on

Form 10-Q or Form 8-K) applied on a consistent basis throughout the periods

involved (except as may be indicated in the notes thereto), and (iii) fairly

presented in all material respects the consolidated financial position of

Company and its Subsidiaries as at the respective dates thereof and the

consolidated results of Company's and its Subsidiaries' operations and cash

flows for the periods indicated (except that the unaudited interim financial

statements were subject to normal and recurring year-end and quarter-end

adjustments which were not material). Except as reflected in the balance sheet

of the

<PAGE>

Company dated September 30, 2004 included in the Form 10-Q filed by the Company

with the SEC on November 5, 2004 (the "COMPANY BALANCE SHEET") (or described in

the notes thereto), neither the Company nor any of its Subsidiaries has any

Liabilities of any nature that would be required to be disclosed on a

consolidated balance sheet of the Company and its Subsidiaries prepared in

accordance with GAAP consistently applied, except (i) Liabilities incurred since

September 30, 2004 in the ordinary course of business consistent with past

practice, (ii) Liabilities under a Company Material Contract (as defined in

Section 3.12 below) set forth on Schedule 3.4(b) of the Company Disclosure

Letter or under a Contract entered into to by the Company or any of its

Subsidiaries subsequent to the Agreement Date not in violation of Section 5.2(a)

below, (iii) Liabilities reserved against in the Company Balance Sheet (but only

to the extent of such reserve), (iv) Liabilities incurred in connection with

this Agreement or the transactions contemplated hereby, and (v) Liabilities

which, individually or in the aggregate, would not reasonably be expected to

have a Material Adverse Effect on the Company.

Company and the principal financial officer of the Company (or each former

principal executive officer of the Company and each former principal financial

officer of the Company, as applicable) has made all certifications required by

Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the

Sarbanes Act and the rules and regulations of the SEC promulgated thereunder

with respect to the Company SEC Documents. For purposes of the preceding

sentence, "principal executive officer" and "principal financial officer" shall

have the meanings given to such terms in the Sarbanes Act.

(d) Amendments. The Company has heretofore made available to Parent

a complete and correct copy of any amendments or modifications effected prior to

the Agreement Date, which have not yet been filed with the SEC but which are

required to be filed, to agreements, documents or other instruments which

previously had been filed by the Company with the SEC pursuant to the Securities

Act or the Exchange Act.

(e) Registration Statement. The information supplied by the Company

for inclusion in the Registration Statement shall not at the time the

Registration Statement is filed with the SEC and at the time it becomes

effective under the Securities Act contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or

necessary in order to make the statements therein not misleading. The

information supplied by the Company for inclusion or incorporation by reference

in the Proxy Statement/Prospectus shall not, on the date the Proxy

Statement/Prospectus is mailed to Company Stockholders or Parent Stockholders,

at the time of the meeting of Company Stockholders (the "COMPANY STOCKHOLDERS'

MEETING") to consider the Company Stockholder Approval, at the time of the

meeting of Parent Stockholders (the "PARENT STOCKHOLDERS' MEETING") to consider

the Parent Stockholder Approval or as of the Effective Time, contain any untrue

statement of a material fact or omit to state any material fact required to be

stated therein or necessary in order to make the statements therein, in light of

the circumstances under which they are made, not false or misleading, or omit to

state any material fact necessary to correct any statement in any earlier

communication with respect to the solicitation of proxies for the Company

Stockholders' Meeting or the Parent Stockholders' Meeting which has become false

or misleading. The proxy statement included in the Proxy Statement/Prospectus

will comply as to form in all material respects with the provisions of the

Exchange Act and the rules and regulations thereunder. If at

<PAGE>

any time prior to the Effective Time any event relating to the Company or any of

its Affiliates, officers or directors should be discovered by the Company which

is required to be set forth in an amendment to the Registration Statement or a

supplement to the Proxy Statement/Prospectus, the Company shall promptly inform

Parent. Notwithstanding the foregoing, the Company makes no representation or

warranty with respect to any statements made or incorporated by reference

therein based on information supplied by Parent or Merger Sub that is contained

(including by incorporation by reference) in any of the foregoing documents.

3.5 Litigation. Except as and to the extent disclosed in the Company SEC

Documents filed prior to the Agreement Date (including the notes to the

financial statements included therein), (a) there is no action, suit,

arbitration, mediation, proceeding, claim or investigation pending against the

Company or any of its Subsidiaries before any Governmental Authority, arbitrator

or mediator, nor, to the knowledge of the Company, has any such action, suit,

arbitration, mediation, proceeding, claim or investigation been threatened, and

(b) there is no judgment, decree, injunction, rule or order of any Governmental

Authority, arbitrator or mediator outstanding against the Company or any of its

Subsidiaries, other than, in the cases of clauses (a) and (b), any such pending

or threatened actions, suits, arbitrations, mediations, proceedings, claims or

investigations or any such judgments, decrees, injunctions, rules or orders,

which, individually or in the aggregate, would not reasonably be expected to

have a Material Adverse Effect on the Company.

3.6 Compliance with Laws.

(a) Applicable Law. Except as would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect on the

Company, (1) the Company and each of its Subsidiaries has complied, and is now

in compliance, with all Applicable Law, (2) neither the Company nor any of its

Subsidiaries has received any written notification from any Governmental

Authority asserting that the Company or any of its Subsidiaries has failed to

comply, or is not in compliance, with Applicable Law and to the Company's

knowledge, no investigation or review of the Company or any of its Subsidiaries

by any Governmental Authority is pending, and (3) to the Company's knowledge, no

such notification, investigation or review has been threatened in writing

against the Company or any of its Subsidiaries and no reasonable basis therefor

exists.

(b) Permits. Except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on the Company, (1) the

Company and its Subsidiaries hold all Governmental Permits and all such

Governmental Permits are valid and in full force and effect, (2) neither the

Company nor any of its Subsidiaries has received any written notification from

any Governmental Authority asserting that the Company or any of its Subsidiaries

has failed to comply with or is not in compliance with any such Governmental

Permit or regarding any actual or possible revocation, withdrawal, suspension,

cancellation, termination or modification of any such Governmental Permit, and

(3) to the Company's knowledge, no such notification has been threatened in

writing against the Company or any of its Subsidiaries and no reasonable basis

therefor exists.

3.7 Properties. Except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on the Company, the

Company or one of its Subsidiaries (a) has good and valid title to all the

properties and assets reflected in the latest

<PAGE>

audited balance sheet included in the Company SEC Documents as being owned by

the Company or one of its Subsidiaries or acquired after the date thereof that

are material to the Company's business on a consolidated basis (except

properties sold or otherwise disposed of since the date thereof in the ordinary

course of business), free and clear of all Encumbrances, except (1) Permitted

Encumbrances, (2) such imperfections or irregularities of title, easements,

covenants, rights-of-way and other Encumbrances as do not materially impair the

continued use of the properties or assets subject thereto or affected thereby or

otherwise materially impair business operations at such properties, and (3)

mortgages deeds of trust, security interests or other encumbrances on title

related to indebtedness reflected on the consolidated financial statements of

the Company included in the Company SEC Documents, and (b) is the lessee of all

leasehold estates reflected in the latest audited financial statements included

in the Company SEC Documents or acquired after the date thereof that are

material to its business on a consolidated basis (except for leases that have

expired by their terms since the date thereof or been assigned, terminated or

otherwise disposed of in the ordinary course of business consistent with past

practice) and is in possession of the properties purported to be leased

thereunder, and each such lease is valid without default thereunder by the

lessee or, to the Company's knowledge, the lessor.

3.8 Taxes. The Company and each of its Subsidiaries (and any consolidated,

combined, unitary or aggregate group for tax purposes of which the Company or

any such Subsidiary is or has been a member), (a) has properly completed and

timely filed all material foreign, federal, state, local and municipal tax and

information returns (collectively, "RETURNS") required to be filed by it, (b)

has timely paid all material taxes required to be paid by it for which payment

was due, (c) has established an adequate accrual or reserve in accordance with

GAAP applied on a consistent basis for the payment of all material taxes payable

in respect of the periods or portions thereof prior to the date of the Company

Balance Sheet (which accrual or reserve as of such date is fully reflected on

the Company Balance Sheet), and (d) has no Liability for material taxes in

excess of the amount so paid or accruals or reserves so established except for

taxes subsequent to the date of the Company Balance Sheet incurred in the

ordinary course of business. All such Returns are true, correct and complete in

all material respects. Neither the Company nor any of its Subsidiaries has

received any written notification from the Internal Revenue Service or any other

taxing authority regarding any material issues that (a) are currently pending

before the Internal Revenue Service or any other taxing agency or authority

(including any sales or use taxing authority) regarding the Company, or (b) have

been raised by the Internal Revenue Service or other taxing agency or authority

and not yet finally resolved. No material tax liens are currently in effect

against any of the assets of the Company or any of its Subsidiaries other than

liens that arise by operation of law for taxes not yet due and payable. There is

not in effect any waiver by the Company or any of its Subsidiaries of any

statute of limitations with respect to any material taxes. Neither the Company

nor any of its Subsidiaries has consented to extend to a date later than the

Agreement Date the period in which any material tax may be assessed or collected

by any taxing agency or authority. Neither the Company nor any of its

Subsidiaries is a party to or bound by any material tax sharing, tax indemnity,

or tax allocation agreement nor does the Company or any of its Subsidiaries have

any material liability or material potential liability to another party under

any such agreement. Neither the Company nor any of its Subsidiaries has ever

been a member of a consolidated, combined, unitary or aggregate group of which

the Company was not the ultimate parent corporation. Neither the Company nor any

of its Subsidiaries has constituted either a "distributing corporation" or a

<PAGE>

"controlled corporation" in a distribution of stock qualifying for tax-free

treatment under Section 355 of the Code (a) in the two years prior to the

Agreement Date or (b) in a distribution that could otherwise constitute part of

a "plan" or "series of related transactions" (within the meaning of Section

355(e) of the Code) in conjunction with the Merger. Neither the Company nor any

of its Subsidiaries has taken any action or knows of any fact, agreement, plan

or other circumstance that would reasonably be expected to prevent the Merger

from qualifying as a transaction described in Section 368(a) of the Code.

3.9 Intellectual Property.

(a) Except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on the Company, (1) the

Company and each of its Subsidiaries owns or has the valid right or license to

use, and, to the extent that it does any of the following, to develop, make,

have made, offer for sale, sell, import, copy, modify, create derivative works

of, distribute, license to third parties and/or dispose of (for purposes of this

Section 3.9, "USE") all Intellectual Property as currently Used in the conduct

of the business of the Company and its Subsidiaries (such Intellectual Property

being hereinafter collectively referred to as the "COMPANY IP RIGHTS"), and (2)

all such Company IP Rights are owned or licensed by the Company free of all

material liens and Encumbrances (other than Permitted Encumbrances). As used in

this Agreement, "COMPANY-OWNED IP RIGHTS" means Company IP Rights that are or

are purportedly owned or exclusively licensed to the Company or any of its

Subsidiaries.

(b) Except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on the Company, neither

the Company's entry into this Agreement nor the performance of its obligations

contemplated hereby shall, in accordance with their terms (1) cause the

forfeiture or termination of, or give rise to a right of forfeiture or

termination of, any material Contract governing any Company IP Right, (2)

materially impair the right of the Company or the Surviving Corporation or any

Subsidiary of the Company to Use any Company IP Right or portion thereof as

currently Used in the conduct of the Company's business, or (3) cause any

royalties fees or other payments to become payable by the Company or any of its

Subsidiaries to any third person as a result of the Use of any Company IP Rights

by the Company or cause any existing obligations to pay such royalties, fees or

other payments to increase (other than due to increased sales of the Company's

products or services).

individually or in the aggregate, reasonably be excepted to have a Material

Adverse Effect on the Company, the Use of any Company IP Right as currently Used

in the conduct of its business does not infringe on or otherwise violate the

rights of any third party. As of the Agreement Date, there is no pending, or to

the knowledge of the Company, threatened, claim or litigation contesting the

validity, ownership or right of the Company or any of its Subsidiaries to

exercise any Company IP Right or which would reasonably be expected to result in

the abandonment, cancellation or unenforceability of such Company IP Rights, nor

to the knowledge of the Company as of the Agreement Date, is there any

legitimate basis for any such claim. None of the Company IP Rights is subject to

any proceeding or outstanding order, contract or stipulation materially

restricting the Company's use of the Company IP Rights in the aggregate. To the

knowledge of the Company, and except as would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect on the

Company, no third party is infringing or otherwise

<PAGE>

violating any Company IP Right (other than unlicensed end users of the Company's

commercially available software products).

(d) Except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on the Company, (1) the

Company and each of its Subsidiaries has taken commercially reasonable steps to

protect, preserve and maintain the proprietary and confidential rights and trade

secrets in the Company IP Rights and (2) no current or former employee of, or

independent contractor who has worked with, the Company or any of its

Subsidiaries has any right or interest in any Company-Owned IP Rights.

(e) Except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on Company, all

registered Company-Owned IP Rights are to the knowledge of the Company valid,

enforceable and subsisting, and the Company or a Subsidiary of the Company is

the record owner thereof.

(f) Schedule 3.9(f) of the Company Disclosure Letter lists, as of

the Agreement Date, all Contracts pursuant to which the Company or any of its

Subsidiaries grants a third party exclusive rights under any material Company IP

Rights.

(g) To the knowledge of the Company, and except as would not,

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

Adverse Effect on the Company, no event has occurred, and no circumstance or

condition exists, that would reasonably be expected to result in the release by

the Company or any escrow agent to any third party of any Company Source Code.

"COMPANY SOURCE CODE" means, collectively, any human readable software source

code, or any material portion or aspect of the software source code which

comprise part of the Company-Owned IP Rights.

(h) To the knowledge of the Company, Schedule 3.9(h) of the Company

Disclosure Letter lists Contracts with government entities, pursuant to which

material computer software programs or applications owned or co-owned by the

Company or any of its Subsidiaries were developed or co-developed and licensed

and/or assigned to the Company.

(i) To the knowledge of the Company, the Company and its

Subsidiaries are in compliance with all their respective obligations pursuant to

any Public Software license agreements under which they license-in any material

Company IP Rights, except for such non-compliance that, individually or in the

aggregate, would not reasonably be expected to have a Material Adverse Effect on

the Company.

3.10 Employment.

(a) The Company, each of its Subsidiaries and each ERISA Affiliate

is in compliance with all Applicable Law and Contracts relating to each Company

Benefit Arrangement, each Company Foreign Plan, employment, employment

practices, immigration, wages, hours, and terms and conditions of employment,

including employee compensation matters, except where the failure to so comply

would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect on the Company.

<PAGE>

(b) Except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on the Company, (1) no

union organizing effort with respect to employees of the Company or any of its

Subsidiaries in underway and (2) there is no labor strike, dispute, slowdown,

stoppage or lockout actually pending or, to the knowledge of the Company,

threatened against the Company or any of its Subsidiaries. There are no

controversies pending or, to the knowledge of the Company, threatened, between

the Company or any Subsidiary and any of their respective employees which have,

or would reasonably be expected to result in, an action, suit, proceeding,

claim, arbitration or investigation before any Governmental Authority, and which

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

Material Adverse Effect on the Company.

Subsidiaries, nor any ERISA Affiliate has at any time since the enactment of

ERISA, sponsored a "multiemployer plan" as defined in Section 3(37) of ERISA.

Neither the Company nor any Subsidiary or current or former ERISA Affiliate

currently maintains, sponsors, participates in or contributes to, nor has it

ever maintained, established, sponsored, participated in, or contributed to, any

pension plan (within the meaning of Section 3(2) of ERISA) that is subject to

Title IV of ERISA. To the knowledge of the Company, no "accumulated funding

deficiency" (as such term is defined in Section 302 of ERISA and Section 412 of

the Code) has occurred with respect to any Company Benefit Arrangement that is

not subject to Title IV of ERISA.

(d) With respect to the Company, any of its Subsidiaries and any

ERISA Affiliate, the Company has made available to Parent (1) all employee

benefit plans within the meaning of Section 3(3) of ERISA currently contributed

to, sponsored by or maintained by the Company or any of its Subsidiaries, (2)

each outstanding loan from the Company, any of its Subsidiaries or an ERISA

Affiliate to an employee in excess of $250,000, (3) all stock option, stock

purchase, phantom stock, stock appreciation right, supplemental retirement,

severance, sabbatical, medical, dental, vision care, disability, employee

relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section

129 of the Code), life insurance or accident insurance plans, programs or

arrangements (other than Company Foreign Plans) currently contributed to,

sponsored by or maintained by the Company or any of its Subsidiaries, (4) all

bonus, pension, profit sharing, savings, retirement, deferred compensation or

incentive plans, programs or arrangements (other than Company Foreign Plans)

currently contributed to, sponsored by or maintained by the Company or any of

its Subsidiaries, (5) other fringe or employee benefit plans, programs or

arrangements that apply to senior management and that do not generally apply to

all employees that are currently contributed to, sponsored by or maintained by

the Company or any of its Subsidiaries, and (6) all employment or service

agreements with a current service provider (except for offer letters providing

for at-will employment which do not provide for severance, acceleration or

post-termination benefits except as required by the law or applicable custom or

rule of the relevant jurisdiction outside of the United States) where the

obligations under any such agreement are in excess of $1,000,000 or if any such

agreement is a "material contract" (as such term is defined in Item 601(b)(10)

of Regulation S-K promulgated by the SEC), and (7) all change of control

agreements or severance agreements, written or otherwise, for the benefit of, or

relating to, (x) any current director or officer of the Company or (y) any

current employee or consultant (where the obligations of the Company or any of

its Subsidiaries to such employee or consultant are greater than $500,000, of

the Company or any of its Subsidiaries, in each case in the foregoing clauses

(1)-(7) to the ext

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