ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

            This ASSET PURCHASE AGREEMENT dated as of December 12, 2005 is made and entered into by and between RADIANT SYSTEMS, INC., a Georgia corporation (" Purchaser "), SYNCHRONICS, INC., a Tennessee corporation (" Corporation ") and JEFF GOLDSTEIN (the " Shareholder "). Corporation and Shareholder are collectively referred to as " Seller ". Capitalized terms not otherwise defined herein have the meanings set forth in Section 10.01 .

            WHEREAS, the Seller is engaged in the business of developing, marketing, licensing and selling point-of-sale, inventory management and related software and associated services for use in retail, wholesale and mail-order operations (the " Business "); and

            WHEREAS, the Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to purchase and acquire from the Seller, substantially all of the assets of the Seller relating to the operation of the Business, and in connection therewith, Purchaser has agreed to assume certain of the liabilities of the Seller relating to the Business, all on the terms set forth herein;

            NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. SALE OF ASSETS AND CLOSING
2. 1. 1. Assets .
      2. 1. Assets Transferred . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, free and clear of all Liens other than Permitted Liens, all of Seller's right, title and interest in, to and under the assets and properties of Seller used or held for use in connection with the Business, as the same shall exist on the Closing Date (all such assets and properties, hereinafter, the " Assets ") including, without limitation, the following assets, but specifically excluding the Excluded Assets, as such term is defined in Section 1.01(b):
         2. 1. Inventory . All inventories of raw materials, work-in-process, finished goods, products under research and development, demonstration equipment, office and other supplies, parts, packaging materials and other accessories related thereto which are held at, or are in transit from or to, the locations at which the Business is conducted, or located at customers' premises on consignment, in each case, which are used or held for use by Seller in the conduct of the Business, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, together with all rights of Seller against suppliers of such inventories (the " Inventory ");
            2. Tangible Personal Property . All equipment, machinery, furniture, fixtures and other tangible personal property (other than Inventory) used or held for use in the conduct of the Business at the locations at which the Business is conducted or at customers' premises on consignment, or otherwise used or held for use by Seller in the conduct of the Business (including but not limited to the items listed in Section 1.01(a)(ii) of Seller's Disclosure Schedule ), including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person (the " Tangible Personal Property ");
            3. Accounts Receivable . All trade accounts receivable and all notes, bonds and other evidences of indebtedness relating to, and rights to receive payments arising out of, sales occurring in the conduct of the Business, including any rights of Seller with respect to any third party collection procedures or any other Actions or Proceedings which have been commenced in connection therewith (the " Accounts Receivable ");
            4. Personal Property Leases . All leases of Tangible Personal Property used in the conduct of the Business, including without limitation those described in Section 1.01(a)(iv) of Seller's Disclosure Schedule as to which Seller is the lessee or sublessee, together with any options to purchase the underlying property (the leases and subleases described above, the " Personal Property Leases ");
            5. Business Contracts . All Contracts (other than the Real Property Lease and Personal Property Leases) to which Seller is a party and which are utilized in the conduct of the Business, including without limitation Contracts relating to suppliers, sales representatives, distributors, customers, purchase orders, licensees, licensors, marketing arrangements and manufacturing arrangements, and including without limitation the Contracts listed in Section 1.01(a)(v) of Seller's Disclosure Schedule (the " Business Contracts ");
            6. Prepaid Expenses . All prepaid expenses relating to the Business, including without limitation those listed in Section 1.01(a)(vi) of Seller's Disclosure Schedule (the " Prepaid Expenses ");
            7. Intellectual Property Assets . All Intellectual Property used or held for use in the conduct of the Business (including Seller's goodwill therein) and all rights, privileges, claims, causes of action and options relating or pertaining to the Business or the Assets, including but not limited to the items listed in Section 1.01(a)(vii) of Seller's Disclosure Schedule (the " Intellectual Property Assets ");
            8. Licenses . All Licenses (including applications therefor) utilized in the conduct of the Business, including but not limited to the Licenses listed in Section 1.01(a)(viii) of Seller's Disclosure Schedule (the " Business Licenses ");
            9. Deposits . All deposits (including security deposits) deposited by or on behalf of Seller as lessee or sublessee under any Personal Property Lease, Business Contract or Business License;
            10. Books and Records . All Books and Records used or held for use in the conduct of the Business or otherwise relating to the Assets, other than the minute books, stock transfer books and corporate seal of the Corporation (the " Business Books and Records ");
            11. Insurance Policies . All casualty, liability or other policies of insurance maintained by or on behalf of the Corporation and rights thereunder and all rights under self insurance programs maintained or established with respect to the Business, except for (A) insurance policies or proceeds relating to Retained Liabilities; (B) insurance policies maintained by or on behalf of Corporation for the Business together with other businesses of Corporation, and (C) insurance policies which, by the terms of such policies, are not assignable;
            12. Claims . All claims, warranties, guaranties, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature, other than those relating exclusively to the Excluded Assets or the Retained Liabilities; and
            13. Other Assets and Properties . All other assets and properties of Seller used or held for use in connection with the Business, including Goodwill of Corporation and Goodwill of Shareholder, except as otherwise provided in Section 1.01(b) (the " Other Assets ").
         3. Excluded Assets . Notwithstanding anything in this Agreement to the contrary, the following assets and properties of Seller (the " Excluded Assets ") shall be excluded from and shall not constitute Assets:
         4. 1. Personal Use Assets . All assets that the parties hereto mutually agree are considered Shareholder's personal use items and are listed in Section 1.01(b)(i) of Seller's Disclosure Schedule ;
            2. Cash . All cash, commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents held by Seller;
            3. Tax Refunds . All refunds or credits, if any, of Taxes due to or from Corporation which cannot be assigned by Law;
            4. Corporate Records . The minute books, stock transfer books and corporate seal of Corporation; and
            5. Real Property . The lease of real property for Corporation's premises at 1727 Kirby Parkway as to which Corporation is the lessee, together with any options to purchase the underlying property and leasehold improvements thereon, and all other rights, licenses, permits, deposits and profits appurtenant to or related to such lease (the " Real Property Lease ").
      3. Liabilities .         
      4. 1. Assumed Liabilities . In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the following obligations of the Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the " Assumed Liabilities "), and no others:
         2. 1. Personal Property Lease Obligations . All obligations of Seller under the Personal Property Leases arising, and to be performed, on or after the Closing Date (but specifically excluding liabilities for breaches of any of the Personal Property Leases by Seller, whether occurring as a result of the transactions contemplated by this Agreement or otherwise);
            2. Obligations under Contracts and Licenses . All obligations of Seller under the Business Contracts and Business Licenses arising or to be performed on or after the Closing Date, but excluding (i) any such obligations arising and to be performed prior to the Closing Date, (ii) any such obligations arising out of or resulting from breaches of or defaults under any Business Contract or Business License prior to or as a result of Closing, and (iii) any such obligations or liabilities to be performed after Closing under any Business Contract or Business License where the Seller received goods, properties or services prior to the Closing Date (except to the extent included in the Purchase Price calculation and identified on the Closing Balance Sheet);
            3. Accounts Payable . All trade and other accounts payable of Seller related to the Business arising in the ordinary course of business on or before the Closing Date and identified in Section 1.02(a)(iii) of Seller's Disclosure Schedule (as updated by Seller on the Closing Date); and
            4. Other Liabilities . All liabilities of Corporation related to the operation of the Business arising in the ordinary course of business on or before the Closing Date and identified in Section 1.02(a)(iv) of Seller's Disclosure Schedule .
         3. Retained Liabilities . Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller (including, without limitation, those related to the Business) of any kind, character or description whatsoever (the " Retained Liabilities "). Seller shall discharge in a timely manner or shall make adequate provision for all of the Retained Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates.
      5. Purchase Price and Payment; Allocation .
      6. 1. Purchase Price . The purchase price for the Assets and the covenants set forth in Sections 4.10 and 4.11 (the "Purchase Price") shall be comprised of: (i) the sum of nineteen million eight hundred forty-seven thousand eight hundred twenty-five dollars ($19,847,825.00), subject to the purchase price adjustments required under subsections (b) and (c) below (the "Cash Portion") and payable in immediately available funds at the Closing in accordance with Section 1.04 below; and (ii) a number of restricted shares of Purchaser's common stock (the "Restricted Shares") equal to $7,500,000 divided by the average Closing Price during the 20 trading day period ending on the last trading day immediately preceding the Closing Date. The Purchase Price shall be allocated between Corporation and Shareholder as set out in Section 1.03(d) below. The Purchase Price shall be paid to the Seller as follows:

To the Shareholder -- The Restricted Shares and such cash as is necessary to equal that portion of the Purchase Price allocable to Shareholder as set out in Section 1.03(d) below.

To the Corporation -- The balance of the cash portion of the Purchase Price

1. 1. 3. 2. Purchase Price Adjustments .
         3. 1. The purchase price is based upon the Corporation having Net Working Capital of zero and a liability for unearned or deferred revenue, as such amounts are determined in accordance with generally accepted accounting principles (" Unearned Revenue ") of zero at Closing. To the extent Corporation's Net Working Capital at Closing is less than or greater than zero and to the extent Corporation's aggregate liability for Unearned Revenue at Closing is greater than zero, the Purchase Price will be adjusted as follows: (i) the Purchase Price shall be increased dollar for dollar to the extent Net Working Capital is greater than zero and decreased dollar for dollar to the extent Net Working Capital is less than zero; and (ii) the Purchase Price shall be decreased by an amount equal to fifty percent (50%) of the aggregate Unearned Revenue. The adjustment to the Purchase Price required by this subsection (b)(i), if any (the " Purchase Price Adjustment "), shall be estimated by Corporation, in consultation with the Purchaser, as of Closing and adjusted following the Closing in accordance with subsections (ii) and (iii) below.
            2. The Purchase Price Adjustment shall be estimated as of the Closing (" Interim Purchase Price Adjustment ") based upon a balance sheet of the Corporation as of November 30, 2005 to be prepared by the Purchaser and Corporation jointly as set forth herein (the " Interim Balance Sheet ") and delivered to Purchaser not later than December 15, 2005. The Corporation shall prepare the Interim Balance Sheet in accordance with accounting principles consistently applied with prior periods of the Corporation based upon the Business Books and Records and shall prepare an Interim Purchase Price Adjustment based on such Interim Balance Sheet. Purchaser (and its certified public accountant) shall have the right to participate in the preparation of the Interim Balance Sheet and Interim Purchase Price Adjustment and to review fully all work papers and audit procedures relating thereto in order to confirm that the Interim Balance Sheet and Interim Purchase Price Adjustment have been prepared in accordance with this subsection (b)(ii).
            3. Within ninety (90) days following the Closing, Purchaser (and its certified public accountant) shall prepare and provide to Seller an audited balance sheet of Corporation as of the Closing Date (the " Closing Balance Sheet ") which balance sheet shall be prepared in accordance with generally accepted accounting principles and consistent with prior periods of Corporation (to the extent such consistency and periods do not conflict with generally accepted accounting principles) and shall prepare and provide to Seller a final Purchase Price Adjustment (the " Final Purchase Price Adjustment ") based on such Closing Balance Sheet. In connection therewith Purchaser shall also prepare and provide to Seller a schedule showing the difference between the Interim Purchase Price Adjustment and the Final Purchase Price Adjustment and any amounts due to or due from Purchaser as a result of such difference. If the Seller disputes such proposed adjustment, the Seller shall, within ten (10) days following the effective date of Purchaser's notice, give Purchaser written notice that such adjustment is disputed and its basis therefor. Thereafter, the Seller and Purchaser shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the date on which the Purchaser gives the Seller written notice of any proposed adjustment, such adjustment still remains disputed, Purchaser and the Seller will jointly engage a nationally-recognized accounting firm mutually satisfactory to the Purchaser and the Seller or, if they cannot agree, an independent accounting firm of 200 or more accountants chosen by lot (with each of Purchaser and the Seller having the right to select two of such firms (which cannot be the auditor for either Purchaser or Corporation) and to strike one such firm chosen by the other party) (the " Independent Accountant ") to resolve such dispute regarding such adjustment in accordance with this Agreement, and the decision of such firm shall be final and binding on the parties hereto. Payment required by any post-closing adjustment to the Interim Purchase Price Adjustment pursuant to this subsection (b)(iii) shall be tendered in cash in immediately available funds within three (3) business days after the earlier of the agreement of the parties on the amount thereof or a written notice of any resolution of such amount has been given by the Independent Accountant to the parties hereunder. All fees and expenses of the Independent Accountant incurred in connection with such resolution shall be shared equally between the parties.
         4. Purchase Price Refund.
         5. 1. The parties hereto acknowledge that the continued efforts of Shareholder are essential to the success of the Business and, in the absence of Shareholder's continuing to work for the Business following Closing, the Business would have less value and the Purchase Price would have been smaller. In accordance with such acknowledgement and to assure Purchaser receives the benefit of the bargain, the parties agree that if the Shareholder's employment with the Purchaser is terminated prior to October 31, 2006 either (i) by Purchaser With Cause (as defined in the Employment Agreement), and the act or omission giving rise to the termination has a substantial adverse affect on the Business or Purchaser or (ii) by Shareholder without Good Reason (as defined in the Employment Agreement), Seller will refund to Purchaser a portion of the Purchase Price as in Section 1.03(c)(ii) below. Any payment due pursuant to this provision shall be due and payable in immediately available funds on the third business day following the date Purchaser designates as the separation date terminating Shareholder's employment.
            2. If the separation date occurs on or prior to January 31, 2006, then Seller shall refund one million dollars ($1,000,000). Thereafter the refund amount shall reduce by one hundred eleven thousand dollars ($111,000) on February 1, 2006 and an additional one hundred eleven thousand ($111,000) on the first day of each calendar month thereafter. Each monthly amount, as so calculated, shall be effective for a termination having a separation date occurring within that month.
         6. Allocation of Purchase Price . The parties hereto acknowledge and agree that the transactions contemplated hereunder must be reported in accordance with Section 1060 of the Code. The parties hereto agree to report the transactions contemplated hereunder for all purposes in accordance with the purchase price allocation outlined in this Section 1.03(d) . Each party hereto agrees (i) to complete jointly and to file separately Form 8594 with its Federal income Tax Return consistent with such allocation for the tax year in which the Closing Date occurs and (ii) that no party will take a position on any income, transfer or gains Tax Return, before any Governmental or Regulatory Authority charged with the collection of any such Tax or in any judicial proceeding, that is in any manner inconsistent with the terms of any such allocation without the consent of the other party.
         7. 1. The purchase price allocation to the Corporation shall be comprised of the value of (a) all Inventory and Tangible Personal Property as defined herein, (b) the Corporation's covenant not to compete as set forth in Section 1.03(d)(iii) , and (c) one half of the balance of the Purchase Price;
            2. The purchase price allocation to the Shareholder shall be comprised of the value of (a) the Shareholder's covenant not to compete as set forth in Section 1.03(d)(iii) , and (b) the remaining one-half balance of the Purchase Price.
            3. The parties agree that the Purchase Price shall be allocated among the Assets as follows:

The portion of the Purchase Price allocated to Inventory and Tangible Personal Property will be adjusted to conform to the Closing Balance Sheet. The portion of the Purchase Price allocated to Goodwill shall be adjusted to account for the remaining value of the Purchase Price, after all other adjustments.

1. 1. 3. 4. 4. Any amounts due from Purchaser as a result of the Final Purchase Price Adjustment described in Section 1.03(b)(iii) shall be deemed due to Corporation and Shareholder in amounts necessary to cause the total payments received by Corporation and Shareholder to conform to the above allocations. Any amounts due to Purchaser as a result of the Final Purchase Price Adjustment described in Section 1.03(b)(iii) or a payment described in Section 1.03(c) shall be the joint and several obligation of Corporation and Shareholder but shall be deemed paid by Corporation or Shareholder in amounts which cause the total payments received by Corporation and Shareholder to conform to the above allocations.
      4. Closing . The Closing will take place at the offices of Smith, Gambrell & Russell, LLP, Suite 3100, Promenade II, 1230 Peachtree Street, N.E., Atlanta, Georgia 30309-3592, or at such other place as Purchaser and Seller mutually agree, at 10:00 A.M. local time, on the Closing Date. At the Closing, Purchaser will (i) pay the Cash Portion of the Purchase Price (adjusted for the Interim Purchase Price Adjustment) by wire transfer of immediately available funds (a) to the escrow agent, $2,000,000 (the " Escrowed Amount "), to be held, administered and disbursed by the escrow agent pursuant to the terms of the Escrow Agreement; and (b) to Seller the balance of the Cash Portion of the Purchase Price, as allocated in Section 1.03(a) above and (ii) issue an irrevocable instruction to its transfer agent to issue to the Shareholder a certificate representing the Restricted Stock. The amount delivered to the Escrow Agent shall be deemed to have been paid to Shareholder and to reduce the amount otherwise payable to Shareholder. Simultaneously, (a) Seller will assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill of Sale in form and substance reasonably acceptable to Purchaser's counsel (the " General Assignment "), duly executed by Seller, (ii) assignments of the Intellectual Property Assets in form and substance reasonably satisfactory to Purchaser's counsel, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (ii), and (iii) being collectively referred to herein as the " Assignment Instruments "), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement in form and substance reasonably acceptable to Seller's counsel (the " Assumption Agreement "), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the " Assumption Instruments "). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under Articles V and VI .
      5. Prorations . The following prorations relating to the Assets and the ownership and operation of the Business will be made as of the Closing Date, with the Seller liable to the extent such items relate to any time period prior to the Closing Date and Purchaser liable to the extent such items relate to the periods beginning with and subsequent to the Closing Date.
      6. 1. The amount of charges for sewer, water, telephone, electricity and other utilities relating to the real property (unless otherwise accounted for under this Agreement, including Section 1.03).
         2. All other items normally adjusted in connection with similar transactions in accordance with generally accepted accounting principles.

Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid on the Closing Date.

1. 1. 6. Further Assurances; Post-Closing Cooperation .
      7. 1. At any time or from time to time after the Closing, at Purchaser's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Business and the Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Operative Agreements.
         2. Effective on the Closing Date, the Corporation hereby constitutes and appoints Purchaser the true and lawful attorney of Corporation, with full power of substitution, in the name of Corporation or Purchaser, but on behalf of and for the benefit of Purchaser: (i) to demand and receive from time to time any and all of the Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all Actions or Proceedings that Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall reasonably determine. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller. Purchaser shall indemnify and hold harmless Seller from any and all Losses caused by or arising out of Purchaser's exercise of such power of attorney which (y) results in any breach of Law by Purchaser or (z) is inconsistent with the power of attorney granted under this subsection (b).
         3. Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made.
         4. If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense.
         5. Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.
      8. Third-Party Consents . To the extent that any Contract is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller and Purchaser shall use their best efforts to obtain the consent of such other party to the assignment of any such Contract to Purchaser in all cases in which such consent is or may be required for such assignment. If any such consent shall not be obtained, Seller shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Contract, including enforcement at the cost and for the account of Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Purchaser shall have no obligation pursuant to Section 1.02 or otherwise with respect to any such Contract. The provisions of this Section 1.07 shall not affect the right of Purchaser not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 5.06 has not been fulfilled.
2. REPRESENTATIONS AND WARRANTIES OF SELLER

Corporation and the Shareholder hereby jointly and severally represent and warrant to Purchaser as follows:

2. 1. 1. Organization of Corporation . Corporation is a corporation duly organized, validly existing and in good standing under the Laws of the State of Tennessee, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. Corporation is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Section 2.01 of Seller's Disclosure Schedule , which are the only jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary. Corporation has, prior to the execution of this Agreement, delivered to Purchaser true and complete copies of the certificate of incorporation and by-laws of Corporation as in effect on the date hereof. The minute books and other similar records of Corporation as made available to Purchaser prior to the execution of this Agreement contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the stockholders, the boards of directors and committees of the boards of directors of the Corporation.
      2. Authority; Execution . Corporation has full corporate power and authority to execute and deliver this Agreement and the Operative Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Corporation of this Agreement and the Operative Agreements to which it is a party, and the performance by Corporation of its obligations hereunder and thereunder, have been duly and validly authorized by the Board of Directors and its stockholders, no other corporate action on the part of the Corporation or its stockholders being necessary. This Agreement has been duly and validly executed and delivered by Corporation and the Shareholder and constitutes a legal, valid and binding obligation of Corporation and the Shareholder enforceable against each such party in accordance with its terms. Upon the execution and delivery by Corporation and the Shareholder of the Operative Agreements to which Corporation or Shareholder is a party, such Operative Agreements, assuming the due authorization, execution and delivery thereof by the Purchaser, as the case may be, will constitute legal, valid and binding obligations of Corporation and the Shareholder enforceable against each such party in accordance with their respective terms.
      3. No Conflicts . The execution and delivery by Seller of this Agreement do not, and the execution and delivery by Seller of the Operative Agreements to which it is a party, the performance by Seller of its obligations under this Agreement and such Operative Agreements and the consummation of the transactions contemplated hereby and thereby will not:
      4. 1. conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or bylaws of Corporation;
         2. subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 2.03(b) of Seller's Disclosure Schedule , conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to Seller or any of its Assets; or
         3. except as disclosed in Section 2.03(c) of Seller's Disclosure Schedule , (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require Seller to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon Seller or any of its Assets under, any Contract or License to which Seller is a party or by which any of its Assets is bound.
      5. Governmental Approvals and Filings . Except as disclosed in Section 2.04 of Seller's Disclosure Schedule , no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of Seller is required in connection with the execution, delivery and performance of this Agreement or any of the Operative Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby.
      6. Financial Statements . Seller has heretofore furnished Purchaser with true and complete copies of (i) the unaudited balance sheets and related unaudited statements of income and retained earnings of Corporation as of and for the fiscal years ended on December 31, 2003 and 2004, respectively; and (ii) the unaudited balance sheet (the " Latest Balance Sheet " ) of Corporation as of November 30, 2005 (the " Latest Balance Sheet Date ") and the related unaudited statements of income and retained earnings for Corporation for the eleven-month period then ended (hereinafter, the financial statements referred to in subsections (i) and (ii) are referred to as the " Financial Statements "). Such Financial Statements have been prepared from the Business Books and Records on accrual basis for income tax reporting consistently applied throughout the periods indicated. The Financial Statements fairly present the financial condition of Corporation at the dates thereof and, except as indicated therein, reflect all claims against and all debts and liabilities of Corporation, fixed or contingent, as of the dates thereof and the related statements of income and retained earnings, fairly present the results of the operations of Corporation and the changes in its financial position for the periods indicated.
      7. Absence of Changes . To the best of Seller's Knowledge, except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date, since the Latest Balance Sheet Date there has not been any material adverse change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a material adverse change, in the Condition of the Business. Without limiting the foregoing, except as disclosed in Section 2.06 of Seller's Disclosure Schedule , there has not occurred, between the Latest Balance Sheet Date and the date hereof, any of the following:
      8. 1. (i) any increase in the salary, wages or other compensation of any Employee; (ii) any establishment or modification of (A) targets, goals, pools or similar provisions in respect of any fiscal year under any employment-related Contract or other compensation arrangement with or for Employees or (B) salary ranges, increase guidelines or similar provisions in respect of any employment-related Contract or other compensation arrangement with or for Employees; or (iii) any adoption, entering into or becoming bound by any Benefit Plan, employment-related Contract or collective bargaining agreement, or amendment, modification or termination (partial or complete) of any Benefit Plan, employment-related Contract or collective bargaining agreement, except to the extent required by applicable Law and, in the event compliance with legal requirements presented options, only to the extent the option which Seller reasonably believed to be the least costly was chosen;
         2. (i) incurrences by Seller of Indebtedness with respect to the conduct of the Business in an aggregate principal amount exceeding $20,000, or (ii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of Seller under, any Indebtedness of or owing to Seller with respect to the conduct of the Business;
         3. any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of Seller used or held for use in the conduct of the Business in an aggregate amount exceeding $20,000;
         4. any material change in (i) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy of the Business or (ii) any method of calculating any bad debt, contingency or other reserve of the Business for accounting, financial reporting or Tax purposes;
         5. any write-off or write-down of or any determination or write-off or write-down of any of the Assets of the Business;
         6. (i) any acquisition or disposition of any Assets used or held for use in the conduct of the Business, other than Inventory in the ordinary course of business consistent with past practice; or (ii) any creation or incurrence of a Lien, other than a Permitted Lien, on any Assets used or held in the conduct of the Business;
         7. any entering into, amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to (i) any Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed pursuant to Section 2.17(a) of Seller's Disclosure Schedule or (ii) any License disclosed in Section 1.01(a)(viii) of Seller's Disclosure Schedule ;
         8. capital expenditures or commitments for additions to property, plant or equipment used or held for use in the conduct of the Business constituting capital assets in an aggregate amount exceeding $20,000;
         9. any transaction with any officer, director, Affiliate or Associate of Corporation or any Associate of any such officer, director or Affiliate (i) outside the ordinary course of business consistent with past practice or (ii) other than on an arm's-length basis;
         10. any disposal of or lapse of any rights to the use of any Intellectual Property, or disposal of or disclosure to any Person of any trade secret, formula, process or know-how not theretofore a matter of public knowledge without obtaining an appropriate confidentiality agreement from such Person;
         11. entered into or agreed to any sale, assignment, transfer or license of any Intellectual Property, except for nonexclusive licenses granted to customers in the ordinary course of business;
         12. any entering into of a Contract to do or engage in any of the foregoing after the date hereof;
         13. any distribution to the shareholders of the Corporation, in the form of dividends, bonus or otherwise, other than those consistent with past business practices; or
         14. any other transaction involving or development affecting the Business or the Assets outside the ordinary course of business consistent with past practice.
      9. No Undisclosed Liabilities . Except as reflected or reserved against in the Latest Balance Sheet included in the Financial Statements or as disclosed in Section 2.07 of Seller's Disclosure Schedule , there are no Liabilities against, relating to or affecting the Business or any of the Assets, other than Liabilities incurred in the ordinary course of business consistent with past practice which in the aggregate are not material to the Condition of the Business, and no fact or circumstance is Known to Seller that could result in the assertion against Seller or Purchaser of any such liability, commitment or obligation.
      10. Taxes .
      11. 1. For purposes of this Agreement, (i) " Taxes " shall mean all federal, state, local and foreign income, gross receipts, profits, windfall profits, capital gains, franchise, sales, use, license, occupation, real property, personal property, property transfer, capital stock, premium, excise, employment, payroll, withholding, estimated, severance, stamp, environmental (including taxes under Section 59A of the Code), customs duties, social security, unemployment, disability, registration, value added, alternative or add-on minimum and other taxes, assessments or governmental charges of any nature, kind or character, and including any interest, additions to tax and penalties thereon; and (ii) " Tax Returns " shall mean all returns, declarations, reports and forms, claims for refunds, or information returns and reports relating to Taxes, including any schedule or attachment thereto, and including any amendments thereof.
          2. The Corporation has timely filed all Tax Returns that the Corporation was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Corporation (whether or not shown on any Tax Return) have been paid. Except as set forth on Section 2.08(b) of Seller's Disclosure Schedule , the Corporation is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by any Governmental or Regulatory Authority in a jurisdiction where the Corporation does not file Tax Returns that the Corporation is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets or properties of the Corporation that arose in connection with any failure (or alleged failure) to pay any Tax.
          3. Neither Shareholder nor any officer, director, agent or representative of the Corporation (or any employee of the Corporation responsible for Tax matters) has Knowledge that any authority plans to assess any additional Taxes for any period for which Tax Returns have been filed by the Corporation. No dispute or claim exists concerning any Tax liability of the Corporation either (i) claimed or raised by any authority in writing or (ii) as to which Shareholder or any officer, director, agent or representative of the Corporation (or any employee of the Corporation responsible for Tax matters) has knowledge. Section 2.08(c) of Seller's Disclosure Schedule sets forth a list of all federal, state, local, and foreign income Tax Returns filed with respect to the Corporation for taxable periods ended on or after August 31, 2000. Section 2.08(c) of Seller's Disclosure Schedule further identifies those Tax Returns that have been audited and those Tax Returns that currently are the subject of an audit.
          4. None of the Assumed Liabilities is an obligation to make any payment that will not be deductible under Section 280G of the Code.
          5. The Corporation has not been a "real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
          6. The Corporation (i) is not party to any Tax allocation or sharing agreement, (ii) has never been a member of an affiliated group filing a consolidated federal income Tax Return (other than with respect to a group of which the Corporation was the common parent), (iii) has never incurred any liability for the Taxes of any person or entity (other then Corporation) under Treasury Reg. Section1.1502-6 (or any similar provision of state, local or foreign statute, law or regulation), as a transferee or successor, by contract or otherwise.
          7. All unpaid Taxes of the Corporation (i) did not, as of the Latest Balance Sheet Date, exceed the reserve for Tax liability set forth on the Latest Balance Sheet, and (ii) do not exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Latest Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Corporation in filing its Tax Returns.
          8. The Corporation has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
          9. The Corporation has not distributed stock of another Person, or had its stock distributed by another Person, in a transaction that purported to be, or was intended to be, governed in whole or in part by Section 355 or Section 361 of the Code.
          10. The Corporation has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.
      12. Legal Proceedings . Except as disclosed in Section 2.09 of Seller's Disclosure Schedule (with paragraph references corresponding to those set forth below):
      13. 1. there are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened against, relating to or affecting Seller with respect to the Business or any of its Assets which (i) could reasonably be expected to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Operative Agreements or otherwise result in a material diminution of the benefits contemplated by this Agreement or any of the Operative Agreements to Purchaser, (ii) if determined adversely to Seller, could reasonably be expected to result in (x) any injunction or other equitable relief that would interfere in any material respect with the Business or (y) Losses by Seller, individually or in the aggregate with Losses in respect of other such Actions or Proceedings, exceeding $5,000, or (iii) otherwise could reasonably be expected to have a materially adverse effect on the Business or Condition of Seller or its Assets;
          2. there are no facts or circumstances Known to Seller that could reasonably be expected to give rise to any Action or Proceeding that would be required to be disclosed pursuant to clause (a) above; and
          3. there are no Orders outstanding against Seller with respect to the Business or the Assets.
      14. Compliance With Laws and Orders . Except as disclosed in Section 2.10 of Seller's Disclosure Schedule , Seller is not, nor has it at any time within the last five (5) years been, nor has it received any notice that it is or has at any time within the last five (5) years been, in violation of or in default under, in any material respect, any Law or Order applicable to the Business or the Assets.
      15. Employment Agreements; Employee Benefits; ERISA .
      16. 1. Section 2.11(a) of Seller's Disclosure Schedule sets forth an accurate list of (i) all officers, directors, and employees of Corporation and (ii) all employment, non-competition and non-solicitation agreements with any such officers, directors and employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such officers, directors or employees as of (A) the first payroll date immediately preceding the Latest Balance Sheet Date and (B) the last payroll date immediately preceding the date of this Agreement. Seller has provided to Purchaser true, complete and correct copies of any existing employment agreements for the officers, directors or employees listed on Section 2.11(a) of Seller's Disclosure Schedule . Since the Latest Balance Sheet Date, there have been no increases in the compensation payable or any special bonuses to any officer, director or employee, except ordinary salary increases and bonuses implemented on a basis consistent with past practices and bonuses described in Section 2.11(a) of Seller's Disclosure Schedule . Seller has provided to Purchaser an accurate list of individuals who are "qualified beneficiaries" as defined in Section 607(3)(A) of ERISA and Section 4980B(g)(1)(A) of the Code with respect to a Benefit Plan that is subject to COBRA.
          2. Section 2.11(b) of Seller's Disclosure Schedule sets forth a complete and accurate list of all Benefit Plans. True, complete and correct copies of such plans, and any agreements, insurance contracts and trusts related thereto, have been delivered to Purchaser or made available to Purchaser for review. Except for the Benefit Plans described on Section 2.11(b) of Seller's Disclosure Schedule , Seller does not sponsor, maintain, contribute to or have any Liability with respect to any Benefit Plan. Seller is not now, nor will it as a result of its past activities become, liable to the PBGC or to any multiemployer or multiple employer employee pension benefit plan under the provisions of Section 302 of Title I of ERISA or Section 412 of the Code. All reports and other documents required to be filed with the Department of Labor, the PBGC or the IRS or any other Governmental or Regulatory Authority or required to be distributed to plan participants or beneficiaries have been timely filed or distributed, and copies of the most recent reports and filings relating thereto are included as a part of Section 2.11(b) of Seller's Disclosure Schedule . All Benefit Plans and the administration thereof comply with the terms thereof and all applicable provisions of ERISA, as well as all other applicable Laws. As of the Latest Balance Sheet Date, all accrued contribution obligations of Seller with respect to all Benefit Plans have either been paid or are reflected on the Latest Balance Sheet.
          3. All Benefit Plans listed or required to be listed on Section 2.11(b) of Seller's Disclosure Schedule that are intended to be Qualified Plans are and have been so qualified and have been determined by the Internal Revenue Service (the " IRS ") to be so qualified. Copies of the most recent determination letters with respect thereto are attached to Section 2.11(c) of Seller's Disclosure Schedule . If a Qualified Plan is in the form of a master plan, a prototype plan or a volume submitter plan, then the term "determination letter" includes a favorable opinion or advisory letter issued by the IRS covering such Qualified Plan, provided the requirements of Announcement 2001-77 (or its successors) are satisfied, and provided Seller is entitled to rely on the opinion or advisory letter covering such master, prototype or volume submitter plan. Nothing has occurred that has or may have, and the consummation of the Contemplated Transactions will not have, an adverse affect on such qualification. All reports and other documents required to be filed with the Department of Labor, the PBGC or the IRS or any other Governmental Body or distributed to plan participants or beneficiaries (including actuarial reports, audits or tax returns) have been timely filed or distributed, and copies of the most recent reports and filings relating thereto are included as a part of Section 2.11(c) of Seller's Disclosure Schedule . Neither Seller nor any of the Benefit Plans has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Benefit Plan has incurred an accumulated funding deficiency (as defined in Section 412(a) of the Code and Section 302(a)(2) of ERISA), and Seller has not incurred any Liability for excise Tax or penalty due to the IRS, nor any Liability to the PBGC. Except as set forth on Section 2.11(c) of Seller's Disclosure Schedule :
          4. 1. there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the IRS;
             2. no Benefit Plan is subject to the provisions of Title IV of ERISA;
             3. there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any Benefit Plan;
             4. Seller has not incurred any liability under Section 4062 of ERISA; and
             5. no circumstances exist pursuant to which Seller would have any direct or indirect Liability (including, but not limited to, any Liability to any multiple employer or multiemployer plan or the PBGC under Title IV of ERISA or to the IRS for any excise Tax or penalty, or being subject to any statutory lien to secure payment of any such Liability) with respect to any Benefit Plan now or heretofore maintained or contributed to by any Person other than Seller that is, or at any time was, a member of a "controlled group" (as defined in 412(n)(6)(B)of the Code) that includes Seller.
          5. The consummation of the Contemplated Transactions will not, either alone or together with any other event, (i) entitle any employee or former employee of Corporation to any payment, (ii) increase the amount of compensation due to any such employee, (iii) accelerate the time of vesting or payment of any compensation, stock incentive or other benefit or (iv) result in any "parachute payment" under Section 280G of the Code whether or not such payment is considered to be reasonable compensation for services rendered.
          6. With respect to each Benefit Plan, all contributions required or payments due from Seller prior to the date hereof have been made or will be timely made, and all amounts relating to such contributions have been properly recorded on the books of Corporation, and all levels of insurance reserves, trust funding and accrued liabilities with regard to all Benefit Plans (to which such reserves or liabilities do or should apply) are reasonable and sufficient to provide for all incurred but unreported claims and any retroactive or prospective premium adjustments. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Seller threatened, with respect to such Benefit Plan or against the assets or fiduciaries of such Benefit Plan. To the Knowledge of Seller, no event has occurred as a result of which Seller or any Benefit Plan may be subject to any Liability under ERISA, the Code or any other Laws applicable to any Benefit Plan.
          7. Seller has not announced any plan or commitment (whether or not legally binding) to create any additional Benefit Plans or to amend or modify any existing Benefit Plan, and Seller has no Liability with respect to or in connection with providing post-employment health and welfare benefits to any of its employees or former employees, or the employees or former employees of any company or business previously acquired by the Corporation.
          8. None of the Benefit Plans provides welfare benefits, including without limitation, death or medical benefits (whether or not insured) with respect to current or former Employees beyond their retirement or other termination of service (other than coverage required by COBRA or any similar state law).
          9. Corporation has the right pursuant to the terms of each Benefit Plan and all agreements related to such plan unilaterally to terminate such plan (or its participation in such plan) or to amend the terms of such plan at any time without triggering a penalty or an obligation to make any additional contributions to such plan, and Purchaser immediately after the Closing Date shall, with respect to any Benefit Plan that Purchaser assumes from Seller, have exactly the same rights as Seller unilaterally to take such action without triggering any penalty or any obligation to make any additional contributions to such plan.
      17. Property .
      18. 1. Corporation does not own any real property. Section 2.12(a) of Seller's Disclosure Schedule lists all leases of real property to which Corporation is a party.
          2. Corporation is in possession of and has good title to, or has valid leasehold interests in or valid rights under Contract to use, all of the Tangible Personal Property, which includes all tangible personal property reflected on the Latest Balance Sheet and tangible personal property acquired since the Latest Balance Sheet Date other than tangible personal property disposed of since such date in the ordinary course of business consistent with past practice. All of the Tangible Personal Property is free and clear of all Liens, other than Permitted Liens and Liens disclosed in Section 2.12(b) of Seller's Disclosure Schedule , and is in good working order and condition, ordinary wear and tear excepted, and its use complies in all material respects with all applicable Laws.
      19. Orders; Commitments; Warranties and Returns . Section 2.13 of Seller's Disclosure Schedule sets forth Seller's warranties currently made with respect to the Business, and current policies with respect to returns of products. Except as set forth in Section 2.13 of Seller's Disclosure Schedule , Seller has experienced no actual or, to its Knowledge, threatened claims against it for warranty costs exceeding $10,000 in the aggregate. As used above, the term "warranty cost" shall mean costs and expenses associated with correcting, returning or replacing defective or allegedly defective products or services, whether such costs and expenses arise out of claims sounding in warranty, contract, tort or otherwise.
      20. Intellectual Property
      21. 1. Section 2.14(a) of Seller's Disclosure Schedule sets forth a list of all patents, patent applications, copyright registrations (and applications therefor), trademark registrations (and applications therefor) and trade names owned by Seller and used in the Business. Each of the federal and state registrations relating to the foregoing Assets is valid and in full force and effect.
          2. Section 2.14(b) of Seller's Disclosure Schedule sets forth a list of all patents, software and other technology used in the Business and for which the Seller does not own all right, title and interest (other than "shrink-wrap" software licensed in the ordinary course of business) (collectively, the " Third Party Technology "), and all license agreements or other contracts pursuant to which the Seller has the right to use the Third Party Technology (the " Third Party Licenses "). Seller has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) all Third Party Technology that is incorporated or used in the Business. Seller has not received notice that any party to any such license intends to cancel, terminate or refuse to renew (if renewable) such license or to exercise or decline to exercise any option or right thereunder.
          3. Section 2.14(c) of Seller's Disclosure Schedule sets forth a list of all material software products and tools developed, produced, marketed, sold or licensed by Seller in the operation of the Business as of the date of this Agreement, or during the ten years prior to such date (the " Products ").
          4. All of the Intellectual Property Assets, including all right, title and interest therein, are, except for Third Party Technology set forth in Section 2.14(b) of Seller's Disclosure Schedule (and "shrink-wrap" software licensed in the ordinary course of business), owned solely by Seller free and clear of all Liens, other than Permitted Liens. Other than nonexclusive licenses granted in the ordinary course of business, Seller has not granted to any third party any rights or permissions to use any of the Intellectual Property Assets. Seller has a list of all nonexclusive licenses that were granted by Seller and has copies in written or electronic form of each such license agreement, including the signature of each licensee. Each such non-exclusive license is in the form attached to Section 2.14(d) of Seller's Disclosure Schedule , and Seller has not licensed any other Intellectual Property Assets. No software has been licensed under any terms that vary from the attached form, except as disclosed on Section 2.14(d) of Seller's Disclosure Schedule . Seller has not received any notice or claim (whether written, oral or otherwise) challenging Seller's ownership or rights in the Intellectual Property Assets or claiming that any other person or entity has any legal or beneficial ownership with respect thereto or challenging the validity or enforceability of the Intellectual Property Assets.
          5. Neither Seller's operation of the Business prior to the Acquisition nor the Intellectual Property Assets infringe, violate or interfere with or constitute a misappropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity. Seller has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by either Seller's operation of the Business or the Intellectual Property Assets.
          6. To the Seller's Knowledge, no other person or entity is infringing or misappropriating the Intellectual Property Assets.
          7. Except as disclosed on Section 2.14(g) to Seller's Disclosure Schedule , (i) Seller has not disclosed any source code to any person or entity; (ii) the Seller has at all times maintained and diligently enforced commercially reasonable procedures to protect all confidential information of the Business; (iii) Seller has not deposited any source code into any source code escrows or similar arrangements; and (iv) each Person who has worked on or participated in the development of any of the Intellectual Property Assets has entered into an agreement with Seller providing for the exclusive ownership of such Intellectual Property Assets by the Seller. If, as disclosed in Section 2.14(g) of Seller's Disclosure Schedule , Seller has deposited any source code into source code escrows or similar arrangements, to Seller's Knowledge, no event has occurred that has or could reasonably form the basis for a release of such source code from such escrows or arrangements.
          8. Section 2.14(h) of Seller's Disclosure Schedule sets forth a list of all Internet domain names used by the Seller in the Business (collectively, the " Domain Names "). Seller has, and upon the consummation of the Acquisition, Purchaser will have, a valid registration and all material rights (free of any material restriction) in and to the Domain Names, including, without limitation, all rights necessary to continue to conduct the Business as it is currently conducted.
          9. The Intellectual Property Assets include all of the Intellectual Property used or held for use in, and necessary for the conduct of, the Business as conducted by Seller as of the date of this Agreement.
          10. Except as set forth in Section 2.14(j) of Seller's Disclosure Schedule , Seller has obtained from any individual inventor, author or other potential assignor of intellectual property rights in the Intellectual Property Assets, a written assignment of such individual's rights, including the duty of such individual assignor to cooperate in the acquisition, recordation and enforcement of the assigned rights.
      22. Accounts Receivable . All accounts receivable of the Seller included in the Assets (" Accounts ") represent amounts due for services performed or sales actually made in the ordinary course of business and properly reflect the amounts due. The Interim Balance Sheet will reflect adequate bad debt reserves and allowances. All Accounts existing and remaining unpaid at the time of Closing will be collectible by Purchaser in the ordinary course of business consistent with past practice (net of reserves on the Interim Balance Sheet) in 90 days or less.
      23. Insurance . Corporation maintains (a) insurance on its property (including leased premises) that insures against loss or damage by fire or other casualty and (b) insurance against liabilities, claims and risks of a nature and in such amounts as are set forth in Section 2.16 of Seller's Disclosure Schedule . All insurance policies of Corporation are in full force and effect, all premiums with respect thereto covering all periods up to and including the date this representation is made have been paid, and no notice of cancellation or termination has been received with respect to any such policy or binder. Such policies or binders are sufficient for compliance with all requirements of law currently applicable to Seller and of all agreements to which Seller is a party, will remain in full force and effect through the respective expiration dates of such policies or binders without the payment of additional premiums, and will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement.
      24. Contracts .
      25. 1. Section 2.17(a) of Seller's Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) to which Seller is a party or by which any of the Assets is bound:
          2. 1. (A) all Contracts providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the termination of employment of, any Employee, the name, position and rate of compensation of each Employee party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of Seller to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any Employee;
             2. all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of Seller to engage in any business activity or compete with any Person in connection with the Business or prohibiting or limiting the ability of any Person to compete with Seller in connection with the Business;
             3. all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the Business;
             4. all Contracts with