ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

among

GLOBAL SOFTWARE, INC.,

TIMELINE ACQUISITION LLC,

TIMELINE, INC.

and

WORKWISE SOFTWARE, INC.

effective as of

1

July 20, 2005
ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is entered into effective as of July 20, 2005 by and among Global Software, Inc., a North Carolina corporation (“ Global ”), Timeline Acquisition LLC, a North Carolina limited liability company and wholly-owned subsidiary of Global (the “ Buyer ”), Timeline, Inc., a Washington corporation (“ Timeline ”) and WorkWise Software, Inc., a Delaware corporation (“ WorkWise ”). Global, the Buyer, Timeline and WorkWise are sometimes referred to collectively herein as the “ Parties ” and each individually as a “ Party .”

Timeline and its subsidiaries engage in, among other things, the development, marketing, licensing, installation, supporting and maintaining of financial reporting, budgeting, and consolidations software, and event-based notification, application integration, and process automation software applications that streamline key business activities for workplace efficiency, including the Timeline® Analyst product line (including Analyst Reporting , Analyst Budgeting and Analyst Consolidation products) and related services (the “ Acquired Analyst Business ”), the Infinium product line and related services and the WorkWise® product line (including WorkWise® Business Alerts and WorkWise® Data Agent Server™ products) and related services (collectively (including the Acquired Analyst Business), the “ Acquired Business ”).

This Agreement contemplates two transactions in which Timeline and WorkWise will transfer to the Buyer the Acquired Business through the sale of certain assets, including all of the outstanding shares of Analyst Financials Limited, a United Kingdom private limited company and wholly-owned subsidiary of Timeline (the “ UK Subsidiary ”) and substantially all of the assets of Timeline and WorkWise other than certain patents and patent rights, and the license of certain rights with respect to such patents in exchange for the payment to Timeline of the consideration described herein. In consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

ARTICLE I
THE ACQUISITIONS

1.1.

First Acquisition .

(a)  Purchase and Sale of UK Subsidiary . Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from Timeline, and Timeline shall sell, transfer, convey, assign and deliver to the Buyer, at the First Closing (as defined in Section 1.1(f) ), in consideration of the payment by the Buyer of consideration as provided in Section 1.1(d) , all of its rights, title and interest in and to the following:

(i) all of the issued shares in the capital of the UK Subsidiary and any other equity interests of the UK Subsidiary (the “ Shares ”);

(ii) to the extent not owned by the UK Subsidiary, all customer lists, customer contracts, goodwill, contracts and contract rights with regard to the UK Subsidiary’s customers, whether in the United States or overseas;

(iii) to the extent not owned by the UK Subsidiary, all customer lists, customer contracts, goodwill, contracts and contract rights with regard to all maintenance and support contracts related to the Infinium product line (the “ Infinium Maintenance Contracts ”);

(iv) that certain account receivable of Timeline from the UK Subsidiary with a current outstanding balance of £490,480.07; and

(v) all books and records related to the foregoing

(collectively, such shares and other assets, the “ First Acquisition Acquired Assets ”).

(b)  Source Code License . Effective as of the First Closing, Timeline and the Buyer will enter into a Source Code License in the form attached hereto as Exhibit B (the “ Source Code License ”).

(c)  Excluded Liabilities . Pursuant to that Assignment and Assumption Agreement in the form attached hereto as Exhibit C (the “ Timeline Assignment and Assumption Agreement ”), effective as of or prior to the First Closing, UK Subsidiary shall assign, and Timeline shall assume and indemnifty the UK Subsidiary against all liabilities and obligations, whether direct or indirect and whether contingent or otherwise, of the UK Subsidiary accruing, occurring or arising on or prior to the First Closing Date other than the following:

(i) Ongoing obligations with respect to all prepaid maintenance fees paid to Timeline or the UK Subsidiary as of the First Closing with respect to the First Acquisition Acquired Assets, including the Infinium Maintenance Contracts (on or prior to the First Closing, Timeline or the UK Subsidiary will provide Buyer with a detailed list and amount of all such prepaid maintenance fees as of the First Closing);

(ii) Obligations arising after the date of the First Closing under that License for Use of Office Facilities at Centre 500 (the “ UK Lease ”) between the UK Subsidiary and Centre 500 Ltd (the “ UK Landlord ”);

(iii) Obligations with respect to accrued vacation time for the employees of the UK Subsidiary (the “ UK Employees ”) as of the First Closing;

(iv) Outstanding payables and other obligations in the amount of £73,686.99, as set forth on Schedule 1.1(c)(iv) (“ Outstanding Payables ”).

The liabilities and obligations described in (i) through (iv) above are referred to as the “ Continuing UK Subsidiary Liabilities ” and all other liabilities and obligations of the UK Subsidiary (whether direct or indirect, contingent or certain) accruing, occurring or arising on or prior to the First Closing Date are referred to as the “ Excluded UK Subsidiary Liabilities .”

(d)  Consideration . As consideration for the First Acquisition Acquired Assets, the Source Code License, and the covenants set forth in this Agreement (including the non-competition and non-solicitation provisions in Section 5 hereof), the Buyer shall:

(i) Pay, by wire or check as directed by Timeline, the sum of (A) $620,000, less (B) all amounts of principal and interest outstanding under that certain Secured Promissory Note issued by Timeline to Global, dated as of June 1, 2005 (the “ Bridge Note) ”, plus (C) £79,778.70 (the amount by which the U.K. Subsidiary’s cash, accounts receivable and deposits at Closing exceed the Outstanding Payables, as set forth on Schedule 1.1(c)(iv) ), all as adjusted pursuant to Section 1.3 below (such cash payment, as so adjusted, the “ First Acquisition Cash Consideration ”); and

(ii) Issue to Timeline that promissory note in the form attached hereto as Exhibit D , having an initial principal amount of $480,000 (the “ First Acquisition Note ”), of which (a) $240,000, plus accrued and unpaid interest, shall be due and payable on the 18-month anniversary of the First Closing and (b) $240,000, plus accrued and unpaid interest, shall be due and payable on the 36-month anniversary of the First Closing, subject to reduction by $20,000 if Timeline exercise the Timeline Second Closing Extension Option (as defined below).

(e)  Allocation of Purchase Price. The Parties agree to the allocation of purchase price for the First Acquisition Acquired Assets as indicated on Schedule 1.1(e) hereto.

(f)  The Closing . The closing of the transactions contemplated by this Section 1.1 of this Agreement and the agreements and documents referred to in this Section 1.1 (the “ First Closing ”) shall take place at the offices of Global in Raleigh, North Carolina, by mail, courier and/or fax, commencing at 4:00 p.m. local time on July 15, 2005 or at such other date and time as may be agreed upon by Global and Timeline (the “ First Closing Date ”). At the First Closing:

(i) Timeline shall execute and deliver to the Buyer a bill of sale in the form attached hereto as Exhibit A-1 (the “ First Acquisition Bill of Sale ”), transfers of the Shares in favor of the Buyer, or a nominee specified by the Buyer for the purpose, in the form attached hereto as Exhibit A-2 (the “ Share Transfers ”), and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the First Acquisition Acquired Assets;

(ii) Timeline shall deliver to the Buyer, or otherwise shall put the Buyer in possession and control of, all of the First Acquisition Acquired Assets of a tangible nature;

(iii) Timeline shall execute and deliver to the Buyer, and the Buyer shall execute and deliver to Timeline, the Source Code License;

(iv) The Buyer shall deliver to Timeline the First Acquisition Cash Consideration;

(v) The Buyer shall execute and deliver to Timeline the First Acquisition Note;

(vi) Global shall execute and deliver to Timeline the Guaranty in the form attached hereto as Exhibit E (the “ Global First Acquisition Guaranty ”);

(vii) Counsel to Timeline shall execute and deliver to the Buyer a legal opinion in form and substance reasonably acceptable to Buyer and Timeline (the “ First Closing Legal Opinion ”);

(viii) Timeline and the UK Subsidiary shall deliver to the Buyer, and the Buyer and Global shall deliver to Timeline, the various other certificates, instruments and documents referred to in Section 6.1;

(ix) Timeline shall deliver to the Buyer the share certificates representing the Shares, or affidavits of lost certificates;

(x) Timeline shall deliver to the Buyer the resignation of the officers and directors of the U.K. Subsidiary;

(xi) Timeline shall deliver to the Buyer all consents and waivers needed pursuant to the UK Subsidiary’s articles of association or otherwise for the valid sale of the Shares to the Buyer and the registration of the Buyer as the holder of the Shares in accordance with this Agreement;

(xii) Timeline shall deliver to the Buyer a power of attorney in favor of the Buyer in the form attached hereto (together with the form of share transfers) as Exhibit A-2 , duly executed by Timeline as a deed;

(xiii) Timeline shall deliver to the Buyer validly adopted resolutions of itself as the sole shareholder and member of the UK Subsidiary approving the election of an additional director to the UK Subsidiary’s Board of Directors (the “ Additional Timeline-Designated Director ”), and waivers or consents necessary to allow the transfer of the Shares in a manner not in conflict with the articles of association or other governing documents of the UK Subsidiary;

(xiv) If required by Buyer, Timeline shall deliver to the Buyer a completed and executed Form 288A for the Additional Timeline-Designated Director;

(xv) Timeline shall deliver to the Buyer validly adopted resolutions of the directors of the UK Subsidiary approving the entering into of the Timeline Assignment and Assumption Agreement;

(xvi) That certain Security Agreement dated June 1, 2005 executed by Timeline in favor of Global shall be terminated, and the Bridge Note shall be cancelled, and Global shall authorize Timeline to take all necessary action to terminate the security interests granted thereby, including filing termination statements with the appropriate filing offices.

The First Acquisition Bill of Sale, the Share Transfers, the Source Code License, the First Acquisition Note, the Global First Acquisition Guaranty and any other documents executed or delivered by any Party pursuant to this Agreement in connection with the First Closing or in connection with the transactions contemplated by this Agreement with respect to the First Closing shall be referred to as the “ First Acquisition Ancillary Documents .”

1.2.

Second Acquisition .

(a)  Purchase and Sale of Assets . Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from Timeline and WorkWise, and Timeline and WorkWise shall sell, transfer, convey, assign and deliver to the Buyer, at the Second Closing (as defined in Section 1.2(h) ), in consideration of the assumption by the Buyer of certain liabilities as set forth in Section 1.2(d) and payment by the Buyer of consideration as provided in Section 1.2(f) , all right, title and interest in and to the all assets of Timeline and WorkWise other than the “Second Acquisition Excluded Assets” (as defined below) (the “ Second Acquisition Acquired Assets ” and, collectively with the First Acquisition Acquired Assets, the “ Acquired Assets ”), including the following:

(i) The product known as “Analyst Financials” (also known as “Analyst Suite”), including all source code and object code, all prior versions, versions under development, documentation, including installation, implementation and help manuals and guides for users and programmers/developers, and all trademarks, trade names, service marks, copyrights and goodwill and other intellectual property, whether registered or not, associated therewith, whether in the United States or overseas (all of the foregoing, the “ Software-Related Assets ”) other than the “Excluded Assets” (as defined below);

(ii) The product known as “WorkWise” and all Software-Related Assets associated therewith, whether in the United States or overseas, other than the Excluded Assets;

(iii) all customer lists, customer contracts, goodwill, contracts and contract rights with regard to customers, whether in the United States or overseas (other than the Excluded Assets), including those contracts set forth on Schedule 1.2(a)(iii) attached hereto (the “ Customer Contracts ”), and all of Timeline’s and WorkWise’s right, title and interest in the names “WorkWise” and “Analyst Financials” and any trademarks or stylized marks derivative thereof;

(iv) the equipment, inventory, fixtures and capitalized software described on Schedule 1.2(a)(iv) attached hereto (other than the Excluded Assets);

(v) all goodwill and intangible property rights other than with respect to the Excluded Assets, including but not limited to inventions, discoveries, trade secrets, processes, formulas, know-how, trade names or any derivation thereof, trademarks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, including but not limited to the name “Timeline” (other than “Timeline, Inc.” and “TMLN”), and all trade name, trademark and “doing business as” rights thereto, and all licenses and other agreements to which Timeline or WorkWise is a party (as licensor or licensee) or by which Timeline or WorkWise is bound relating to any of the foregoing kinds of property or rights to any “know-how” or disclosure or use of ideas (to the extent such licenses or agreements are assignable);

(vi) the domain names www.timeline.com , www.analystfinancials.com , www.analyst-financials.com and www.workwise.com; and

(vii) all books and records related to the foregoing.

(b)  Patent License . Effective as of the Second Closing, Timeline, WorkWise and the Buyer will enter into a License Agreement in the form attached hereto as Exhibit H (the “ Patent License ”).

(c)  Excluded Assets . The foregoing notwithstanding, the Buyer shall not purchase from Timeline and WorkWise, and Timeline and WorkWise shall not transfer to the Buyer, Timeline’s or WorkWise’s right, title and interest in and to the following (the “ Excluded Assets ”):

(i) All cash and cash equivalent items on hand or on deposit as of the Second Closing (as defined below);

(ii) Timeline’s and WorkWise’s rights under this Agreement and the Ancillary Agreements, including any consideration delivered at the First Closing or Second Closing or rights to consideration to be delivered thereafter;

(iii) Timeline’s and WorkWise’s corporate and Tax records;

(iv) Life insurance policies and rights thereunder owned by Timeline or WorkWise at the time of the Second Closing;

(v) Timeline’s or WorkWise’s accounts receivables to the extent such accounts receivable arise out of goods sold, services performed and licenses provided by Timeline or WorkWise prior to the Second Closing (the “ Excluded Receivables ”);

(vi) Accounts receivable for maintenance services provided by Timeline or WorkWise whose due date is prior to the Second Closing Date;

(vii) Prepaid expenses, including any prepaid expenses relating to service or consulting work to the extent incurred prior to the Second Closing;

(viii) All rights with respect to all patents (including those listed on Schedule 1.2(c)(viii) , patent applications and rights thereunder, including all license, royalty or other agreements related thereto, and all claims, rights, recoveries, choses in action and other rights (known or unknown, matured or unmatured, accrued or contingent), with respect thereto;

(ix) All permits, licenses and other authorizations relating to the Acquired Business to the extent they are not assignable or transferable (such as the “Gold Certified Partner” designation from Microsoft Corporation);

(x) The equipment and other items of personal property listed on Schedule 1.2(c)(x) ;

(xi) All rights to or claims for refunds, overpayments or rebates of any Taxes and other governmental charges for periods ending on or prior to the Second Closing Date; and

(xii) The domain name “ www.TMLN.com ”; and

(xiii) All books and records related to the foregoing and all books and records of Timeline and WorkWise that are not listed in Section 1.2(a)(vi) above.

(d)  Assumption of Liabilities . Upon and subject to the terms and conditions of this Agreement, Timeline shall assign to the Buyer and the Buyer shall assume from Timeline, the following (the “ Second Acquisition Assumed Liabilities ” and, collectively with the Continuing UK Subsidiary Liabilities, the “ Assumed Liabilities ”):

(i) All liabilities and obligations arising after the Second Closing under all agreements and contracts included in the Acquired Assets, including, but not limited to, vendor agreements, leases for personal property, customer agreements and software licenses listed on the attached Schedule 1.2(a)(iii) other than liabilities caused by breach or violation thereof by Timeline;

(ii) Ongoing obligations with respect to all prepaid maintenance fees paid to Timeline or WorkWise as of the Second Closing (on or prior to the Second Closing, Timeline will provide Buyer with a detailed list and amount of all such prepaid maintenance fees as of the Second Closing), provided that the prepaid maintenance fees for which Timeline is assuming the obligations hereunder and for which the UK Subsidiary is retaining the obligations under Section 1.1(c)(i) shall not exceed, in the aggregate, $800,000;

(iii) Obligations arising after the date of the Second Closing under that Office Lease dated as of September 8, 1995, by and between Timeline and G&W Investment Partners, as amended by that Amendment of Lease Commencement Date dated as of June 27, 1996, that Amendment No. 1 of Exhibit “D” dated as of June 27, 1996, that Third Amendment to Lease dated as of March 9, 2000 by and between Timeline and MONY Life Insurance Company, that Fourth Amendment to Lease dated as of October 15, 2003 by and between Timeline and HAL Realty XII, Inc. (the “ US Landlord ”), that letter agreement dated as of January 25, 2005 by and between Timeline and JSH Properties, Inc. and that letter agreement dated as of June 13, 2005 by and between Timeline and JSH Properties, Inc. (such Office Lease as so amended and modified, the “ US Lease ”); and

(iv) obligations for accrued vacation for the Key US Employees (as defined below) as of the Second Closing.

(e)  Hiring of Employees . The Buyer will offer employment to certain employees of Timeline set forth on Schedule 1.2(e) hereto (the “ Key US Employees ”) according to the Buyer’s standard offer letter. Other than obligations to the Key US Employees under the arrangements in the Key US Employee Offer Letters (as defined below) and for accrued vacation time pursuant to Section 1.2(d)(iv) , the Buyer shall have no obligations to or with respect to any employees or consultants of Timeline or WorkWise.

(f)  Consideration . As consideration for the Second Acquisition Acquired Assets, the Patent License and the covenants set forth in this Agreement (including the non-competition and non-solicitation provisions in Section 5 hereof), the Buyer shall :

(i) assume the Assumed Liabilities as set forth above;

(ii) Pay, by wire or check as directed by Timeline, the amount of $380,000, as adjusted pursuant to Section 1.3 below (the “ Second Acquisition Cash Consideration ”);

(iii) Issue to Timeline that promissory note in the form attached hereto as Exhibit I , having an initial principal amount of $520,000 (the “ Second Acquisition Note ” and, collectively with the First Acquisition Note, the “ Buyer Notes ”) of which (a) $260,000, plus accrued and unpaid interest, shall be due and payable on the 18-month anniversary of the Second Closing and (b) $260,000, plus accrued and unpaid interest, shall be due and payable on the 36-month anniversary of the Second Closing.

(g)  Allocation of Purchase Price. The Parties agree to the allocation of purchase price paid for the Second Acquisition Acquired Assets as indicated on Schedule 1.2(g) hereto.

(h)  The Closing . The closing of the transactions contemplated by this Section 1.2 of this Agreement and the agreements and documents referred to in this Section 1.2 (the “ Second Closing ,” and each of the First Closing and the Second Closing may be referred to as a “ Closing ”) shall take place at the offices of Global in Raleigh, North Carolina, by mail, courier and/or fax, commencing at 10:00 a.m. local time on August 31, 2005, unless Timeline has not then obtained the Requisite Shareholder Approval (as defined in Section 5.2(a) below), in which case, at Timeline’s option, the Second Closing shall commence at 10:00 a.m. local time on September 30, 2005 (the “ Timeline Second Closing Extension Option ” and the applicable date of the Second Closing, the “ Second Closing Date ,” and each of the First Closing Date and the Second Closing Date may be referred to as a “ Closing Date ”) or at such other date and time as may be agreed upon by Global and Timeline. At the Second Closing:

(i) Timeline and WorkWise shall execute and deliver to the Buyer a bill of sale in the form attached hereto as Exhibit G (the “ Second Acquisition Bill of Sale ”) and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Second Acquisition Acquired Assets;

(ii) Timeline and WorkWise shall deliver to the Buyer, or otherwise shall put the Buyer in possession and control of, all of the Second Acquisition Acquired Assets of a tangible nature;

(iii) Timeline and WorkWise shall execute and deliver to the Buyer, and Buyer shall execute and deliver to Timeline and WorkWise, the Patent License;

(iv) The Buyer shall deliver to Timeline the Second Acquisition Cash Consideration;

(v) The Buyer shall execute and deliver to Timeline the Second Acquisition Note;

(vi) Global shall execute and deliver to Timeline the Guaranty in the form attached hereto as Exhibit I (the “ Global Second Acquisition Guaranty ” and, collectively with the Global First Acquisition Guaranty, the “ Global Guaranties ”);

(vii) The Key US Employees will execute and deliver to Global the offer letters for their employment by Global or the Buyer (the “ Key US Employee Offer Letters ”);

(viii) Counsel to Timeline shall execute and deliver to the Buyer a legal opinion in form and substance reasonably acceptable to Buyer and Timeline (the “ Second Closing Legal Opinion ”); and

(ix) Timeline and WorkWise shall deliver to the Buyer, and the Buyer and Global shall deliver to Timeline, the various other certificates, instruments and documents referred to in Section 6.2.

The Second Acquisition Bill of Sale, the Patent License, the Second Acquisition Note, the Global Second Acquisition Guaranty, the Key US Employee Offer Letters and any other documents executed or delivered by any Party pursuant to this Agreement in connection with the Second Closing or in connection with the transactions contemplated by this Agreement with respect to the Second Closing shall be referred to as the “ Second Acquisition Ancillary Documents ,” and the First Acquisition Ancillary Documents and the Second Acquisition Ancillary Documents may be referred to collectively as “ Ancillary Documents .”

1.3. Apportionment; Other Adjustments .

(a)  Apportionment .

(i) The consideration set forth in Section 1.1(d)(i) with respect to the First Closing and Section 1.2(f)(ii) with respect to the Second Closing shall be subject to further adjustment as set forth in this Section 1.3. In the event that any of the adjustments provided for in this Section 1.3 cannot be calculated as of the applicable Closing Date, the appropriate payment shall be made by the Buyer or Timeline, as the case may be, to the other as promptly following the applicable Closing Date as is practicable and, if further payments hereunder shall be owing from the Buyer to Timeline and at the time of such payment, Timeline has not yet paid any such adjustment, the Buyer may reduce such further payment by the amount of outstanding adjustments hereunder or under the Buyer Notes, which shall constitute payment by Timeline of such adjustments.

(ii) For each contract constituting Assumed Liabilities (including leases of equipment and insurance policies) for which rent or other payments have been made in advance by Timeline covering a payment period that includes time after the applicable Closing Date, the consideration with respect to the applicable Closing shall be increased by the amount determined by multiplying such advance payment by a fraction, the numerator of which is the number of days remaining in the payment period after the applicable Closing Date and the denominator of which is the total number of days in the payment period.

(iii) For each contract constituting Assumed Liabilities (including leases of equipment and insurance policies) for which rent or other payments are to be made in arrears by the Buyer covering a payment period that includes time on or before the applicable Closing Date, the consideration with respect to the applicable Closing shall be decreased by the amount determined by multiplying such payment by a fraction, the numerator of which is the number of days in the payment period through and including the applicable Closing Date and the denominator of which is the total number of days in the payment period.

(iv) For each Tax payable by the UK Subsidiary with respect to any period that includes time on or before the First Closing Date and time following the First Closing Date (including, by way of example, VAT, income, sales or use taxes), to the extent that any such Tax exceeds the amount accrued therefor on Schedule 1.1(c)(iv), Timeline shall reimburse the Buyer to the extent Taxes paid by the UK Subsidiary for such period arise out of income or sales prior to the First Closing Date. To the extent that Timeline has not yet so reimbursed the Buyer, the Buyer shall be entitled to set off such amounts against the Second Acquisition Cash Consideration or the Buyer Notes, and such set off shall constitute payment thereunder by the Buyer to the extent of the amount so set off. In the event that the amount of such Taxes arising out of income or sales prior to the First Closing Date does not exceed the amounts accrued therefor on Schedule 1.1(c)(iv), Buyer will reimburse Timeline the additional amount so accrued.

(v) With respect to assets of Timeline or WorkWise being transferred which are subject to ad valorem, property or similar taxes, to the extent that the Buyer pays ad valorem taxes with respect to such assets, Timeline shall reimburse the Buyer for its portion of such ad valorem taxes determined by dividing the number of days between the most recent “tax date” for such ad valorem taxes and the applicable Closing Date (inclusive of the applicable Closing Date) by 365. To the extent that Timeline has not yet reimbursed the Buyer for such taxes, the Buyer shall be entitled to set off such amounts against the Second Acquisition Cash Consideration or the Buyer Notes, and such set off shall constitute payment thereunder by the Buyer to the extent of the amount so set off.

(vi) If the consideration for a Closing is adjusted pursuant to this Section 1.3, the allocation of the consideration among the Acquired Assets as set forth in Schedule 1.1(f) or Schedule 1.2(g) , as applicable, shall be appropriately modified to reflect such adjustment.

(b)  Transfer Tax Matters .

(i) The Buyer and Timeline shall each bear half of the actual amount of the documentary or stamp tax payable in the United Kingdom as a result of the transfer of Shares. The Parties shall prepare a good faith estimate of the full amount of such tax, based upon the allocation set forth on Schedule 1.1(f), and the consideration payable under Section 1.1(d)(i) shall be increased by half of such good faith estimate. If the actual amount of the tax is less than such estimate, Timeline shall promptly deliver to the Buyer half of the difference between the actual tax and the estimated tax. If the actual amount of the tax is more than such estimate, the Buyer shall promptly deliver to Timeline half of the difference between the actual tax and the estimated tax. The Buyer shall be responsible for timely payment of such tax to the proper authorities, and to the extent that the Buyer fails to make such payment, Timeline may make such payment, together with any penalties or fees, and the Buyer shall promptly reimburse Timeline for such payments, provided, that, Timeline shall provide the Buyer with evidence of payment of such taxes (and penalties or fees).

(ii) The Buyer and Timeline shall each bear half of the actual amount of the transfer tax payable in the State of Washington a result of the transfer of the Acquired Assets hereunder. The parties shall prepare a good faith estimate of the full amount of such tax for each Closing, based upon the allocation set forth on Schedule 1.1(f) or Schedule 1.2(g), as applicable, and the consideration payable under Section 1.1(d)(i) or Section 1.2(f)(ii), as applicable, shall be increased by half of such good faith estimate. If the actual amount of the tax is less than such estimate, Timeline shall promptly deliver to the Buyer half of the difference between the actual tax and the estimated tax. If the actual amount of the tax is more than such estimate, the Buyer shall promptly deliver to Timeline half of the difference between the actual tax and the estimated tax. Timeline shall be responsible for timely payment of such tax to the proper authorities, and to the extent that Timeline fails to make such payment, the Buyer may make such payment, together with any penalties or fees, and may set such amount off against any payment to be made by the Buyer to Timeline hereunder or under any Buyer Note, provided, that, the Buyer shall provide Timeline with evidence of payment of such taxes (and penalties or fees).

(c)  UK Accounts Receivable . To the extent that the UK Subsidiary, using commercially reasonable efforts to collect such accounts receivable, is unable to collect the accounts receivable included in the calculations set forth on Schedule 1.1(c)(iv) (after giving effect to the bad debt reserve set forth on such Schedule) (the “ UK Accounts Receivable ”), within 120 days following the First Closing Date, then Timeline shall pay to the Buyer an amount equal to the amount that the UK Accounts Receivable set forth on Schedule 1.1(c)(iv) exceed the amount actually collected with regard to such accounts receivable. Timeline shall pay such amounts within ten (10) days of notice by the Buyer that such UK Accounts Receivable were not fully collected. Thereafter, if any of such UK Accounts Receivable for which the Buyer has been paid by Timeline are collected, the Buyer shall promptly pay an amount to Timeline equal to the amount of any such accounts receivable collected. In the event that the actual amount of uncollectible UK Accounts Receivable is less than the bad debt reserve set forth on Schedule 1.1(c)(iv) , Buyer shall reimburse Timeline the amount of such difference.

(d)  Allocation of Risk of Liability for Certain Matters . Timeline shall reimburse the Buyer for all any and all claims, loss, liability, damages, costs or expense (including reasonable attorneys’ and accountants’ fees, costs and expenses) of any kind or nature whatsoever to Global, the Buyer or the UK Subsidiary with respect to or arising out of: (i) the employment of, appointment as an officer or director of the UK Subsidiary of, or the termination, removal or resignation of, any officer or director of the UK Subsidiary prior to the First Closing, including the failure of Timeline or, prior to the First Closing, the UK Subsidiary to fulfill any legal or contractual obligations or requirements in connection with, or upon, such termination, removal or resignation other than as accrued and set forth on Schedule 1.1(c)(iv) or (ii) the audit of the UK Subsidiary prior to the First Closing and assessments, penalties, fines or taxes assessed as a result thereof.

1.4. Further Assurances . At any time and from time to time after the First Closing, at the request of another Party and without further consideration, each Party shall execute and deliver such other instruments of sale, transfer, conveyance and assignment or assumption and take such action as another Party may reasonably determine is necessary to carry out the intent of this Agreement.

2.

REPRESENTATIONS OF TIMELINE WITH RESPECT TO THE FIRST CLOSING

Timeline represents and warrants to the Buyer and Global that the following representations and warranties are true and correct as of the date hereof except as set forth in the Disclosure Schedule attached hereto and incorporated herein by reference:

2.1. Organization .

(a) Timeline is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation, and has all requisite power and authority to execute and deliver this Agreement and the First Acquisition Ancillary Documents, and to consummate the transactions contemplated hereby and thereby.

(b) The UK Subsidiary is a private limited company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite power and authority to execute and deliver the Timeline Assignment and Assumption Agreement and to consummate the transactions contemplated thereby.

2.2. Authorization; Title .

(a) The execution and delivery by Timeline of this Agreement and the First Acquisition Ancillary Documents, and the consummation by Timeline of the transactions contemplated by Section 1.1 of this Agreement and the agreements referenced therein, have been duly authorized by all necessary corporate action on the part of Timeline including approval of its directors. This Agreement and the First Acquisition Ancillary Documents to which Timeline is contemplated to be a party, when executed and delivered by Timeline constitute, or will constitute, the valid and binding obligations of Timeline, enforceable against it in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws generally affecting the enforcement of creditors’ rights, or by principles of equity. Timeline holds of record and owns legally and beneficially all of the First Acquisition Acquired Assets free and clear of any mortgages, charges, pledges, options, liens or contractual restrictions or limitations or other third party rights, interests or claims, encumbrances or security interests of any kind (“ Encumbrances ”) whatsoever, other than liens in favor of Global and any statutory landlord liens under UK law. At the First Closing, upon the payment of the First Closing Cash Consideration and the issuance and delivery of the First Closing Note, Timeline shall convey to the Buyer good, valid and marketable legal and beneficial title to the First Acquisition Acquired Assets, including all issued shares and other equity interests in the UK Subsidiary, free and clear of all Encumbrances whatsoever. Other than the shares of the stock of the UK Subsidiary being transferred by Timeline to the Buyer pursuant to this Agreement, there are no other outstanding shares and there are no securities, rights, agreements, obligations or other instruments which are directly or indirectly exercisable, exchangeable or convertible for or into shares or other equity rights with respect to the UK Subsidiary.

(b) The execution and delivery by the UK Subsidiary of the Timeline Assignment and Assumption Agreement and the consummation by the UK Subsidiary of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the UK Subsidiary including approval of its directors and shareholders. The Timeline Assignment and Assumption Agreement, when executed and delivered by the UK Subsidiary constitutes, or will constitute, the valid and binding obligations of the UK Subsidiary, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws generally affecting the enforcement of creditors’ rights, or by principles of equity.

2.3. Noncontravention .

(a) The execution and delivery by Timeline of this Agreement and the First Acquisition Ancillary Documents and the consummation by it of the transactions contemplated by Section 1.1 of this Agreement will not, with or without the giving of notice or the passage of time or both: (a) violate the provisions of any law, rule or regulation applicable to Timeline; (b) violate the provisions of the charter or bylaws of Timeline; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to Timeline; or (d) result in the breach of, or constitute a default under, any agreement or instrument to which Timeline is a party that would materially adversely affect its ability to perform its obligations hereunder.

(b) The execution and delivery by the UK Subsidiary of the Timeline Assignment and Assumption Agreement and the consummation by it of the transactions contemplated thereby will not, with or without the giving of notice or the passage of time or both: (a) violate the provisions of any law, rule or regulation applicable to the UK Subsidiary; (b) violate the provisions of the articles or memorandum of association of the UK Subsidiary; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the UK Subsidiary; or (d) result in the breach of, or constitute a default under, any agreement or instrument to which the UK Subsidiary is a party that would materially adversely affect its ability to perform its obligations hereunder.

2.4. Governmental Consents .

(a) No consent, permit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “ Governmental Entity ”) is required on the part of Timeline in connection with the execution and delivery of this Agreement or the First Acquisition Ancillary Documents, the sale and delivery of the First Acquisition Acquired Assets, or the consummation of the transactions to be consummated at the First Closing, as contemplated by this Agreement and the First Acquisition Ancillary Documents.

(b) No consent, permit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of the UK Subsidiary in connection with the execution and delivery of the Timeline Assignment and Assumption Agreement or the consummation of the transactions contemplated thereby.

2.5. Ownership of the UK Subsidiary; Voting Rights; Subsidiaries . Section 2.5 of the Disclosure Schedule sets forth the total number of shares in the authorized capital stock of each series or class of the UK Subsidiary’s shares, the total number of such shares that are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of capital stock of the UK Subsidiary as so set forth (i) have been duly authorized and validly issued in accordance with all applicable governmental requirements and the UK Subsidiary’s governing documents and (ii) are fully paid and nonassessable. The UK Subsidiary has not issued or sold any of its shares in breach or violation of any applicable statutory or contractual preemptive rights, or any other rights of any kind (including any rights of first offer or refusal), of any individual, corporation, partnership, limited liability company, trust, association or any other entity or organization (a “ Person ”). No Person has, other than solely by reason of that Person’s right, if any, to exercise voting rights in respect of shares in the capital stock of the UK Subsidiary such Person holds (to the extent those shares afford the holder thereof any voting rights), any right to vote on any matter with the shareholders of the UK Subsidiary. The UK Subsidiary owns no subsidiary corporations, nor does the UK Subsidiary own, directly or indirectly, any equity or other ownership interest in any Person. The UK Subsidiary is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution, or otherwise) in any Person.

2.6. Financial Statements; Disclosure .

(a) The financial statements (including in each case the related notes) included by Timeline in its most recently filed report on 10-KSB (the “ Financial Statements ”) present fairly, in all material respects, the financial position of Timeline, the UK Subsidiary and WorkWise, on a consolidated basis, at the respective dates of the balance sheets included therein and the results of operations and accumulated earnings or deficit and cash flows of Timeline, the UK Subsidiary and WorkWise, on a consolidated basis, for the respective periods set forth therein and have been prepared in accordance with GAAP. As of the date of each balance sheet those financial statements include, Timeline, the UK Subsidiary and WorkWise did not then have any outstanding indebtedness to any Person or any liabilities or obligations of any kind (including contingent obligations, tax assessments or unusual forward or long term commitments), or any unrealized or anticipated loss, which in the aggregate then were material to Timeline and its subsidiaries (or material to the UK Subsidiary) or otherwise required to be reflected on that balance sheet or in the notes related thereto in order to present fairly the financial positions of Timeline, the UK Subsidiary and WorkWise on a consolidated basis which were not so reflected. Since March 31, 2005 (the “ Current Balance Sheet Date ”) and except as set forth in the Disclosure Schedules to this Agreement, no change has occurred in the business, operations, properties or other assets, liabilities, prospects, condition (financial or other) or results of operations of Timeline, WorkWise or the UK Subsidiary that could reasonably be expected, either alone or together with all other such changes, to have a material adverse change in the business, properties, operations, condition (financial or otherwise), prospects, assets or liabilities of the UK Subsidiary, the Acquired Analyst Business or the Infinium Maintenance Contracts (a “ First Acquisition Material Adverse Change ”).

(b) The balance sheet for the UK Subsidiary attached hereto as Schedule 2.6(b) (the “ Stand-Alone Balance Sheet ”) presents fairly in all material respects the financial position of the UK Subsidiary as of July 15, 2005. The UK Subsidiary does not have any outstanding indebtedness to any Person or any liabilities or obligations of any kind (including contingent obligations, tax assessments or unusual forward or long term commitments), or any unrealized or anticipated loss, which in the aggregate is material to the UK Subsidiary or would otherwise be required to be reflected on the Stand-Alone Balance Sheet in order to present fairly the financial position of the UK Subsidiary.

2.7. Liabilities and Obligations . Section 2.7 of the Disclosure Schedule lists or describes all present liabilities, of every kind, character and description and whether accrued, absolute, fixed, contingent or otherwise, of the UK Subsidiary which (i) individually exceed or reasonably could be expected to exceed $2,500 and (ii) (A) had been incurred prior to the Current Balance Sheet Date, but are not reflected on the balance sheet dated March 31, 2005 (the “ Balance Sheet ”), or (B) were incurred after the Current Balance Sheet Date. That section of the Disclosure Schedule also lists and describes: (i) each of the UK Subsidiary’s outstanding secured and unsecured guaranties not constituting its indebtedness and, for each of those guaranties, whether any stockholder or affiliate of any stockholder is a Person whose obligation is covered by that guaranty, and (ii) for each of the items listed under clause (i) of this sentence, (A) if that item is secured by any property or other asset of the UK Subsidiary or any asset of Timeline constituting a First Acquisition Acquired Asset, the nature of that security, and (B) if that item is covered in whole or in part by a guaranty of any stockholder or any affiliate of any stockholder, the name of the guarantor. The UK Subsidiary has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for (i) those reflected or reserved against in the Stand-Alone Balance Sheet (including the notes thereto) and not previously paid or discharged, (ii) current liabilities incurred in the ordinary course of business since the Current Balance Sheet Date and not previously paid or discharged, (iii) expenses incurred in connection with the transactions contemplated by this Agreement or other agreements that do not have liabilities potentially in excess of $2,500 in the aggregate and were entered into by the UK Subsidiary in the ordinary course of its business, consistent with its past practices.

2.8. Absence of Changes . Since the Current Balance Sheet Date, except as Section 2.8 of the Disclosure Schedule sets forth, none of the following has occurred through the date hereof:

(a) to the knowledge of Timeline or the UK Subsidiary, any circumstance, condition, event or state of facts (either singly or in the aggregate), other than conditions affecting the industry or economy generally, which has caused or is likely to cause a First Acquisition Material Adverse Change;

(b) any change in its authorized or issued share capital of the UK Subsidiary;

(c) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character, that will have a First Acquisition Material Adverse Change following the First Closing Date;

(d) any distribution, sale or transfer of, or any commitment to distribute, sell or transfer, any of its properties or other assets of any kind which singly is or in the aggregate are material to the UK Subsidiary, the Acquired Analyst Business or the Infinium Maintenance Contracts, other than: (i) the transfer of the First Acquisition Acquired Assets and the Excluded UK Subsidiary Assets pursuant to this Agreement and (ii) distributions, sales or transfers in the ordinary course of its business and consistent with its past practices to Persons other than the stockholders and their affiliates;

(e) any waiver of any of Timeline’s or the UK Subsidiary’s rights or claims that singly is or in the aggregate are material to the UK Subsidiary, the Acquired Analyst Business or the Infinium Maintenance Contracts;

(f) to Timeline’s or the UK Subsidiary’s knowledge, any development with respect to a customer of the UK Subsidiary or the Acquired Analyst Business or under the Infinium Maintenance Contracts which could involve significant cost overruns, a claim against the UK Subsidiary, the Buyer or Global or threatened cancellation by a customer;

(g) any material change in the terms of payment by the UK Subsidiary’s customers for any products or services the UK Subsidiary sells, or change in the terms of payment by Timeline’s customers with respect to the Acquired Analyst Business or the Infinium Maintenance Contracts, the effect of which is to enable the UK Subsidiary or Timeline to collect revenues for any period ending on or before the First Closing Date which, but for that change, the Buyer would collect after the First Closing Date;

(h) any material change in the UK Subsidiary’s practices, not in the ordinary course of business, with respect to timely payment of accounts payable or other obligations payable to vendors, suppliers or other third parties or any material change in Timeline’s practices, not in the ordinary course of business with respect to timely payment of accounts payable or other obligations payable to vendors, suppliers or other third parties to the extent such changes relate to the Acquired Analyst Business or the Infinium Maintenance Contracts;

(i) any material change in the UK Subsidiary’s methods of management, operation or accounting that in the aggregate are material to the UK Subsidiary;

(j) any cancellation or termination of a material agreement of the UK Subsidiary or a material agreement of Timeline relating to the Acquired Analyst Business or the Infinium Maintenance Contracts;

(k) any material transaction by the UK Subsidiary, or by Timeline with respect to the Acquired Analyst Business or the Infinium Maintenance Contracts, outside the ordinary course of its business or not consistent with its past practices (other than the transactions to be effected by this Agreement); or

(l) any material change in insurance coverage or insurance policy limits.

2.9. Material Contracts . All of the “Material Contracts” (as defined in this Section 2.9 below) are listed in Section 2.9 of the Disclosure Schedule. With respect to each Material Contract, and except as listed in Section 2.9 of the Disclosure Schedule: (a) the Material Contract is legal, valid, binding and enforceable and in full force and effect with respect to the UK Subsidiary and, to the UK Subsidiary’s knowledge, is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto, in either case subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (b) the Material Contract will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the First Closing in accordance with its terms as in effect prior to the First Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; and (c) neither the UK Subsidiary nor, to the UK Subsidiary’s knowledge, any other party is in breach or default, and no event has occurred that with notice or lapse of time would constitute a breach or default by the UK Subsidiary or, to the UK Subsidiary’s knowledge, by any such other party, or permit termination, modification or acceleration, or a right to a refund, rebate, discount or a material reimbursement by such other party under such Material Contract. The UK Subsidiary is not a party to any oral contract, agreement or other arrangement. With respect to Section 2 of this Agreement, “ Material Contract ” means any contract, agreement or commitment: (a) to which the UK Subsidiary is a party (i) for the sale or license of, or maintenance services in connection with, its products or services, (ii) with expected receipts or expenditures in excess of $2,500; (iii) required to be listed on the Disclosure Schedule pursuant to Section 2.15 or 2.16 below; (iv) requiring the UK Subsidiary to indemnify any Person; (v) granting any exclusive rights to any party; (vi) evidencing indebtedness for borrowed or loaned money of $2,500 or more, including guarantees of such indebtedness; or (vii) that could reasonably be expected to have a First Acquisition Material Adverse Change if breached by the UK Subsidiary or Timeline in such a manner as would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time); (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from the UK Subsidiary; or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under such Material Contract; (b) which is an Infinium Maintenance Contract.

2.10. No Defaults . To the best of Timeline’s and the UK Subsidiary’s knowledge, no condition or state of facts exists, or, with the giving of notice or the lapse of time or both, would exist, which entitles any party to any contracts or agreements constituting First Acquisition Acquired Assets or to which the UK Subsidiary is a party or to which its property or the Acquired Analyst Business is subject, to accelerate the maturity, or require a mandatory prepayment, of any obligations thereunder, or gives such other party the right to terminate or declare a default, breach or violation of such contract or agreement, or to charge any fee, charge, penalty or other cost in excess of the regularly scheduled payments clearly set out therein; and the transfer, assignment or assumption of such contract or agreement as contemplated herein would not entitle any such party to any such right.

2.11. Accounts Receivable . Subject to any reserves set forth therein, the accounts receivable shown or reflected on the Stand-Alone Balance Sheet are valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services, and other business transactions in the ordinary course of business consistent with past practices in each case with persons other than affiliates, are not subject to any prior assignment, lien or security interest, and are not subject to valid defenses, set-offs or counter-claims. The accounts receivable are collectible in accordance with their terms at their recorded amounts, subject only to the reserve for doubtful accounts on the Stand-Alone Balance Sheet.

2.12. Customers and Suppliers . As of the date hereof, no customer that individually accounted for more than 5% of the UK Subsidiary’s gross revenues during the 12-month period preceding the date hereof and no supplier of the UK Subsidiary that individually accounted for more than 5% of the UK Subsidiary’s purchases during the 12-month period preceding the date hereof has canceled or, to the UK Subsidiary’s knowledge, otherwise terminated or made any written threat to the UK Subsidiary to cancel or otherwise terminate its relationship with the UK Subsidiary or has at any time on or after the Current Balance Sheet Date, decreased materially its services or supplies to the UK Subsidiary in the case of any such supplier, or its usage of the services or products of the UK Subsidiary in the case of such customer, and to the UK Subsidiary’s knowledge no such supplier or customer has indicated either orally or in writing that it intends to cancel or otherwise terminate its relationship with the UK Subsidiary or to decrease materially its services or supplies to the UK Subsidiary or its usage of the services or products of the UK Subsidiary, as the case may be. The UK Subsidiary has not knowingly breached, so as to provide a benefit to the UK Subsidiary that was not intended by the Parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the UK Subsidiary.

2.13. Real Properties .

(a) Timeline has provided the Buyer with true, correct and complete copies of the lease agreements, and all amendments, modifications and waivers thereto or thereunder, with respect to the UK Lease. The UK Lease is in full force and effect and neither Timeline nor the UK Subsidiary has received notice and are not otherwise aware of any claim by the UK Landlord under the UK Lease or its agent that the UK Subsidiary is in violation of the UK Lease. The UK Subsidiary is not a party to, or subject to, any other lease or license with respect to real property or real property interests other than the UK Lease. There is no damage to the property subject to the UK Lease or maintenance to be performed on such property for which the UK Landlord may charge the UK Subsidiary upon termination of the UK Lease or otherwise (ordinary wear and tear excepted).

(b) The fixed assets of the UK Subsidiary that are affixed to real property are affixed only to the property covered by the UK Lease and are adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted.

2.14. Other Tangible Assets .

(a) Except as Section 2.14 of the Disclosure Schedule sets forth, and except for equipment held for use as sources of spare parts, to the best of Timeline’s and the UK Subsidiary’s knowledge, all of the UK Subsidiary’s property, plant and equipment are in good working order and condition, ordinary wear and tear excepted, and adequate (i) for the purposes for which they presently are being used or held for use and (ii) to maintain the types and levels of products and services the UK Subsidiary presently provides and anticipates providing during the year ending December 31, 2005.

(b) In each case, free and clear of all liens, the UK Subsidiary has good and valid title to, or holds under a lease that is valid and binding on the lessor party thereto, all tangible personal properties and assets that individually or in the aggregate are material to the UK Subsidiary’s business and the UK Subsidiary has not entered into any lease agreement for personal property, or committed to enter into any such lease agreement, since the Current Balance Sheet Date.

2.15. Intellectual Property Rights .

(a) The UK Subsidiary has sufficient title and ownership of or is licensed under all patents, trademarks, service marks, trade names, copyrights, and all registrations and applications for registration of any of the foregoing (such registrations and applications for registration being listed on Section 2.15 of the Disclosure Schedule), and all trade secrets, information, inventions, computer programs owned or licensed by the UK Subsidiary, documentation, proprietary rights and processes (collectively, the “ UK Subsidiary Intellectual Property ”) necessary for its business as now conducted without any conflict with and without infringement of the rights of others. Except as listed on Section 2.15 of the Disclosure Schedule, there are no outstanding options, licenses or agreements relating to the foregoing nor is the UK Subsidiary bound by or a party to any options, licenses or agreements with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights or processes of any other person or entity. The UK Subsidiary has not received any written communications alleging that it has violated or, by conducting its business as currently conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The UK Subsidiary does not believe it is or will be necessary to use any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the UK Subsidiary (unless under an agreement providing ownership of such invention to the UK Subsidiary).

(b) Timeline has sufficient title and ownership of or is licensed under all patents, trademarks, service marks, trade names, copyrights, and all registrations and applications for registration of any of the foregoing (such registrations and applications for registration being listed on Section 2.15 of the Disclosure Schedule), and all trade secrets, information, inventions, computer programs owned or licensed by Timeline, documentation, proprietary rights and processes necessary for the Acquired Analyst Business as now conducted and to provide services under the Infinium Maintenance Contracts without any conflict with and without infringement of the rights of others (other than the UK Subsidiary). Except as listed on Section 2.15 of the Disclosure Schedule, there are no outstanding options, licenses or agreements relating to the foregoing nor is Timeline bound by or a party to any options, licenses or agreements with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights or processes of any other person or entity as the foregoing relates to the Acquired Analyst Business or the Infinium Maintenance Contracts. Timeline has not received any written communications alleging that it has violated or, by conducting the Acquired Analyst Business as currently conducted or by licensing or selling the products or services related to the Infinium Maintenance Contracts, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Timeline does not believe it is or will be necessary for the conducting of the Acquired Analyst Business or sell or license the products and services related to the Infinium Maintenance Contracts to use any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by Timeline (unless under an agreement providing ownership of such invention to Timeline).

(c) The First Acquisition Acquired Assets and the rights licensed to the Buyer under the Source Code License will be sufficient to allow the Buyer to conduct the business of the UK Subsidiary in accordance with its past practices, to provide services under the Infinium Maintenance Contracts and fulfill its obligations under the First Acquisition Assumed Liabilities without violating or infringing any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

2.16. Software and Hardware .

(a) Section 2.16 of the Disclosure Schedule sets forth a true and complete list of all software owned by or licensed to the UK Subsidiary in connection with the business of the UK Subsidiary other than off-the-shelf software acquired for less than $1,000 per user license (the “ UK Software ”). The UK Subsidiary has all technical and descriptive materials for the UK Software as is necessary to run its business in accordance with its historical practices, except as would not have a First Acquisition Material Adverse Change.

(b) The use of the UK Software by the UK Subsidiary as it has conducted its business for the prior twelve months does not breach any terms of any contract or agreement to which the UK Subsidiary is a party. The UK Subsidiary either owns or has been granted under license agreements relating to the UK Software (the “ UK License Agreements ”) valid and subsisting rights with respect to all software comprising the UK Software. The UK Subsidiary is in compliance with each of the terms and conditions of each of the UK License Agreements except to the extent failure to so comply, individually or in the aggregate, would not have a First Acquisition Material Adverse Change. In the case of any commercially available “shrink-wrap” software programs (such as Microsoft Office), the UK Subsidiary has not made and is not using any unauthorized copies of any such software programs and, to the knowledge of the UK Subsidiary, none of the employees, agents or representatives of the UK Subsidiary have made or are using any such unauthorized copies in the conduct of the UK Subsidiary’s business, except as would not have a First Acquisition Material Adverse Change.

(c) The UK Software and the related computer hardware used by in its operations (the “ UK Hardware ”) are adequate in all material respects, when taken together with the other assets, resources and personnel of the UK Subsidiary, to run the business of the UK Subsidiary in the same manner as such business has been operated for the prior twelve months. The Disclosure Schedule contains a summary description of any unusual problems experienced by the UK Subsidiary in the past twelve months with respect to the UK Software or the UK Hardware that would result in an adverse effect on the UK Subsidiary.

(d)  Proprietary Information; Noncompetition Covenants . The UK Subsidiary has done nothing to materially compromise the secrecy, confidentiality or value of any of its trade secrets, know-how, inventions, prototypes, designs, processes or technical data required to conduct its business as now conducted. The UK Subsidiary has taken in the past reasonable security measures to protect the secrecy, confidentiality and value of all its trade secrets, know-how, inventions, prototypes, designs, processes, and technical data important to the conduct of its business. To the UK Subsidiary’s knowledge, no current or former employee or consultant has any rights to any of the UK Subsidiary Intellectual Property (except with respect to in-licensed components of such products set forth in Section 2.24 of the Disclosure Schedule) and including any rights to use, license, market or sale such UK Subsidiary Intellectual Property and any rights to receive royalties, license fees or other payments upon the UK Subsidiary’s use, sale or license thereof.

2.17. Employee Matters . Section 2.17 of the Disclosure Schedule contains a complete list of all employees of the UK Subsidiary as of the date of this Agreement, including their title, full-time or part-time status, current annual compensation, bonuses, severance terms, and any accrued benefits (such as accrued vacation, sick or other leave or personal benefits time, and the full amount of potential monetary compensation payable therefor). The UK Subsidiary is in compliance with all currently applicable laws and regulations respecting terms and conditions of employment, including applicant and employee background checking, immigration laws, discrimination laws, verification of employment eligibility, employee leave laws, classification of workers as employees and independent contractors, wage and hour laws, and occupational safety and health laws, except as would not have a First Acquisition Material Adverse Change. There are no proceedings pending or, to the UK Subsidiary’s knowledge, reasonably expected or threatened, between the UK Subsidiary, on the one hand, and any or all of its current or former employees, on the other hand, including any claims for actual or alleged harassment or discrimination based on race, national origin, age, sex, sexual orientation, religion, disability, or similar tortious conduct, breach of contract, wrongful termination, defamation, intentional or negligent infliction of emotional distress, interference with contract or interference with actual or prospective economic disadvantage. There are no claims pending, or, to the UK Subsidiary’s knowledge, reasonably expected or threatened, against the UK Subsidiary under any workers’ compensation or long-term disability plan or policy. The UK Subsidiary has no material unsatisfied obligations to any employees, former employees, or qualified beneficiaries pursuant to COBRA, HIPAA, or any state law governing health care coverage extension or continuation. The UK Subsidiary is not a party to any collective bargaining agreement or other labor union contract, nor does the UK Subsidiary know of any activities or proceedings of any labor union to organize its employees. The UK Subsidiary has provided all employees with all wages, benefits, relocation benefits, stock options, bonuses and incentives, and all other compensation that became due and payable through the date of this Agreement.

2.18. Employee Benefit Plans .

(a) Section 2.18 of the Disclosure Schedule contains a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits or other benefits, whether written or unwritten, which is or has been sponsored, maintained, contributed to, or required to be contributed to by the UK Subsidiary for the benefit of any person who performs or who has performed services for the UK Subsidiary or with respect to which the UK Subsidiary or any Affiliate has or may have any liability (including contingent liability) or obligation (collectively, the “ UK Subsidiary Employee Plans ”).

(b) The UK Subsidiary has furnished to the Buyer true and complete copies of documents embodying each of the UK Subsidiary Employee Plans and related plan documents, including trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, compliance and nondiscrimination tests for the last three plan years, standard forms and related notices, registration statements and prospectuses and, to the extent still in its possession, any material employee communications relating thereto. With respect to each UK Subsidiary Employee Plan that is subject to reporting or filing requirements with a Governmental Entity, the UK Subsidiary has provided copies of the Form reports filed for the last five plan years.

(c) Each UK Subsidiary Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations, except as could not reasonably be expected to have, individually or in the aggregate, a First Acquisition Material Adverse Change; and the UK Subsidiary and each Affiliate have performed all material obligations required to be performed by them under, are not in material respect in default under or violation of and have no knowledge of any material default or violation by any other party to, any of the UK Subsidiary Employee Plans; (ii) none of the UK Subsidiary Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person; (iii) all contributions required to be made by the UK Subsidiary or any Affiliate to any UK Subsidiary Employee Plan have been paid or accrued; (iv) each UK Subsidiary Employee Plan subject to reporting or filing requirements with any Governmental Entity has prepared in good faith and timely filed or made all requisite reports or filings, which were true and correct as of the date made or filed, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such UK Subsidiary Employee Plan; (ix) no suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Timeline or the UK Subsidiary is threatened, against or with respect to any such UK Subsidiary Employee Plan, including any audit or inquiry by the IRS, the Department of Labor, HM Revenue and Customs or the UK Department of Labor; and (x) there has been no amendment to, written interpretation or announcement by the UK Subsidiary or any Affiliate that would materially increase the expense of maintaining any UK Subsidiary Employee Plan above the level of expense incurred with respect to that Plan for the most recent fiscal year included in the Financial Statements.

(d) The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or other service provider of the UK Subsidiary to severance benefits or any other payment (including unemployment compensation, golden parachute, bonus or benefits under any UK Subsidiary Employee Plan), except as expressly provided in this Agreement; or (ii) accelerate the time of payment or vesting of any such benefits or increase the amount of compensation due any such employee or service provider.

2.19. Compliance . The UK Subsidiary has, in all material respects, complied with all laws, regulations and orders applicable to its business and has all material permits and licenses required thereby, except as would not have a First Acquisition Material Adverse Change. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which the UK Subsidiary is a party or by which it is bound, or, to the best of Timeline’s or the UK Subsidiary’s knowledge, any provision of any state or federal judgment, decree, order, statute, rule or regulation applicable to or binding upon the UK Subsidiary, which now has resulted or, so far as Timeline may now foresee, in the future is reasonably likely to result in or have a First Acquisition Material Adverse Change. To Timeline’s and the UK Subsidiary’s knowledge, none of the UK Subsidiary’s employees is or has been in violation of any term of any contract or covenant with any person or entity relating to employment, patents, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation, which violation would interfere with such person’s ability to perform his or her duties for the UK Subsidiary or which is reasonably likely to have a First Acquisition Material Adverse Change.

2.20. Permits . The Disclosure Schedule sets forth a list of all permits, licenses, registrations, certificates, orders or approvals from any Governmental Entity (“ Permits ”) issued to or held by the UK Subsidiary or issued to or held by Timeline in connection with the First Acquisition Acquired Assets. To Timeline’s and the UK Subsidiary’s knowledge, such listed Permits are the only Permits that are required for the UK Subsidiary to conduct its business as presently conducted and for Timeline to provide services under the Infinium Maintenance Contracts, except for those the absence of which would not have a First Acquisition Material Adverse Change. Each such Permit is in full force and effect and, to the knowledge of Timeline and the UK Subsidiary, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration.

2.21. Environmental Matters . The UK Subsidiary has not released any substance at its facility or disposed of or arranged for the disposal of any substance that has been designated by any Governmental Entity or by applicable law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including PCBs, asbestos, petroleum, and all substances listed as hazardous substances pursuant to any local, state or federal environmental law that would result in liability.

2.22. Litigation .

(a) There is no action, suit or proceeding, or governmental inquiry or investigation pending or, to the knowledge of Timeline, any basis therefor or threat thereof, against Timeline relating to the First Acquisition Acquired Assets, this Agreement or the First Acquisition Ancillary Documents or the transactions to be consummated pursuant hereto or thereto.

(b) There is no action, suit or proceeding, or governmental inquiry or investigation pending or, to the knowledge of Timeline, any basis therefor or threat thereof, against the UK Subsidiary.

2.23. Insurance . The UK Subsidiary has general commercial, workmens’ compensation and other insurance policies sufficient to protect its assets and its business consistent with its practice over the prior 12 months, all of which (1) have been issued by insurers of recognized responsibility and (2) currently are in full force and effect. No insurance carried by the UK Subsidiary has been canceled by the insurer during the past five years, and the UK Subsidiary has not been denied coverage during that period. The UK Subsidiary has not received any notice or other communication from any issuer of any such insurance policy of any material increase in any deductibles, retained amounts or the premiums payable thereunder, and, to the knowledge of the UK Subsidiary, no such increase in deductibles, retainages or premiums is threatened.

2.24. Taxes , As used in this Agreement, the terms “ Tax ” and, collectively, “ Taxes ” mean any and all federal, state and local taxes of any country, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, stamp transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity;

(a) The UK Subsidiary has prepared and timely filed all returns, estimates, information statements and reports required to be filed by the UK Subsidiary with any taxing authority (“ Returns ”) relating to any and all Taxes concerning or attributable to the UK Subsidiary or its operations with respect to Taxes for any period ending on or before the First Closing Date and such Returns are true and correct in all material respects and have been completed in accordance with applicable law;

(b) The UK Subsidiary, as of the First Closing, (i) will have paid all Taxes shown to be payable on such Returns covered by Section 2.24(a), and (ii) will have withheld with respect to its employees all Taxes required to be withheld;

(c) There is no Tax deficiency outstanding or assessed or, to the UK Subsidiary’s knowledge, proposed against the UK Subsidiary that is not reflected as a liability on the Stand-Alone Balance Sheet, nor has the UK Subsidiary executed any agreements or waivers extending any statute of limitations on or extending the period for the assessment or collection of any Tax;

(d) The UK Subsidiary has no liabilities for unpaid Taxes that have not been accrued for or reserved on the Stand-Alone Balance Sheet, whether asserted or unasserted, contingent or otherwise and the UK Subsidiary has no knowledge of any basis for the assertion of any such liability attributable to the UK Subsidiary, its assets or operations;

(e) The UK Subsidiary is not a party to any tax-sharing agreement or similar arrangement with any other party, and the UK Subsidiary has not assumed any obligation to pay any Tax obligations of, or with respect to any transaction relating to, any other person or agreed to indemnify any other person with respect to any Tax;

(f) The UK Subsidiary’s Returns have never been audited by a government or taxing authority, nor is any such audit in process or pending, and the UK Subsidiary has not been notified of any request for such an audit or other examination;

(g) The UK Subsidiary has made available to Global copies of all Returns filed for its most recent three (3) fiscal years;

(h) The UK Subsidiary has not filed any consent agreement with any Governmental Entity to allow for auditing or examining of the UK Subsidiary’s records from prior fiscal years for the purpose of assessing additional tax or penalties for such periods; and

(i) the UK Subsidiary has not been at any time a United States Real Property Holding Corporation within the meaning of Section 897(c)(2) of the Code.

2.25. Restrictions on Business Activities . There is no agreement, judgment, injunction, order or decree binding upon the UK Subsidiary that has or, to Timeline’s knowledge, could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of the UK Subsidiary, any acquisition of property by the UK Subsidiary or the conduct of business by the UK Subsidiary as currently conducted.

2.26. No Brokers .

(a) Timeline has not, directly or indirectly, in connection with this Agreement or the transactions this Agreement contemplates (i) employed any broker, finder or agent or (ii) agreed to pay or incurred any obligation to pay any broker’s or finder’s fee, any sales commission or any similar form of compensation.

(b) The UK Subsidiary has not, directly or indirectly, in connection with this Agreement or the transactions this Agreement contemplates (i) employed any broker, finder or agent or (ii) agreed to pay or incurred any obligation to pay any broker’s or finder’s fee, any sales commission or any similar form of compensation.

2.27. Disclosures . As of the date hereof, with respect to all written information contained in this Agreement and the First Acquisition Ancillary Documents (including schedules and exhibits attached hereto and thereto) and all other certificates and instruments to be delivered pursuant hereto in connection with the First Closing, Timeline has not intentionally included any untrue statement of a material fact or intentionally omitted a material fact necessary in order to make the statements contained herein and therein not misleading in light of the circumstances in which those statements were made.

3.

REPRESENTATIONS OF TIMELINE AND WORKWISE WITH RESPECT TO SECOND CLOSING

Timeline and WorkWise, jointly and severally, represent and warrant to the Buyer and Global that the following representations and warranties are true and correct as of the date hereof except as set forth in the Disclosure Schedule attached hereto and incorporated herein by reference:

3.1. Organization .

(a) Timeline is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation, and has all requisite power and authority to execute and deliver this Agreement and the Second Acquisition Ancillary Documents, and to consummate the transactions contemplated hereby and thereby.

(b) WorkWise is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation, and has all requisite power and authority to execute and deliver this Agreement and the Second Acquisition Ancillary Documents, and to consummate the transactions contemplated hereby and thereby.

3.2. Authorization; Title .

(a) The execution and delivery by Timeline of this Agreement and the Second Acquisition Ancillary Documents, and the consummation by Timeline of the transactions contemplated by Section 1.2 of this Agreement and the agreements referenced therein, have been duly authorized by all necessary corporate action on the part of Timeline including approval of its directors, other than the Requisite Shareholder Approval. Subject to Requisite Shareholder Approval, this Agreement and the Second Acquisition Ancillary Documents to which Timeline is contemplated to be a party, when executed and delivered by Timeline constitute, or will constitute, the valid and binding obligations of Timeline, enforceable against it in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws generally affecting the enforcement of creditors rights, or by principles of equity.

(b) The execution and delivery by WorkWise of this Agreement and the Second Acquisition Ancillary Documents, and the consummation by WorkWise of the transactions contemplated by Section 1.2 of this Agreement and the agreements referenced therein, have been duly authorized by all necessary corporate action on the part of WorkWise including approval of its directors and shareholders. This Agreement and the Second Acquisition Ancillary Documents to which WorkWise is contemplated to be a party, when executed and delivered by WorkWise constitute, or will constitute, the valid and binding obligations of WorkWise, enforceable against it in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws generally affecting the enforcement of creditors rights, or by principles of equity.

(c) Timeline and WorkWise hold of record and own legally and beneficially all of the Second Acquisition Acquired Assets free and clear of any liens or contractual restrictions or limitations whatsoever, other than liens in favor of Global and any statutory landlord liens. At the Second Closing, upon the payment of the Second Closing Cash Consideration and the issuance and delivery of the Second Acquisition Note, Timeline and WorkWise shall convey to the Buyer good, valid and marketable title to the Second Acquisition Acquired Assets.

3.3. Noncontravention .

(a) The execution and delivery by Timeline of this Agreement and the Second Acquisition Ancillary Documents and, subject to obtaining the Requisite Shareholder Approval, the consummation by it of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the passage of time or both: (a) violate the provisions of any law, rule or regulation applicable to Timeline; (b) violate the provisions of the charter or bylaws of Timeline; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to Timeline; or (d) result in the breach of, or constitute a default under, any agreement or instrument to which Timeline is a party that would materially adversely affect its ability to perform its obligations hereunder.

(b) The execution and delivery by WorkWise of this Agreement and the Second Acquisition Ancillary Documents and the consummation by it of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the passage of time or both: (a) violate the provisions of any law, rule or regulation applicable to WorkWise; (b) violate the provisions of the charter or bylaws of WorkWise; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to WorkWise; or (d) result in the breach of, or constitute a default under, any agreement or instrument to which WorkWise is a party that would materially adversely affect its ability to perform its obligations hereunder.

3.4. Governmental Consents .

(a) No consent, permit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of Timeline in connection with the execution and delivery of this Agreement or the Second Acquisition Ancillary Documents, the sale and delivery of the Second Acquisition Acquired Assets, or the consummation of the transactions to be consummated at the Second Closing, as contemplated by this Agreement and the Second Acquisition Ancillary Documents, other than as contemplated herein in connection with soliciting the Requisite Shareholder Approval.

(b) No consent, permit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of WorkWise in connection with the execution and delivery of this Agreement or the Second Acquisition Ancillary Documents, the sale and delivery of the Second Acquisition Acquired Assets, or the consummation of the transactions to be consummated at the Second Closing, as contemplated by this Agreement and the Second Acquisition Ancillary Documents.

3.5. Financial Statements; Disclosure . The representations and warranties of Timeline contained in Section 2.6(a) are true and correct.

3.6. Liabilities and Obligations . Section 3.6 of the Disclosure Schedule and the agreements described therein, as provided to the Buyer, set forth all liabilities and obligations, whether direct or indirect, contingent or otherwise, included in the Second Acquisition Assumed Liabilities. On or prior to the Second Closing, Timeline shall deliver to Buyer an updated Section 3.6 of the Disclosure Schedule reflecting all Second Acquisition Assumed Liabilities as of the Second Closing Date.

3.7. Absence of Changes . Since the Current Balance Sheet Date, except as Section 3.7 of the Disclosure Schedule sets forth, none of the following has occurred through the date hereof:

(a) to the knowledge of Timeline or WorkWise, any circumstance, condition, event or state of facts (either singly or in the aggregate), other than conditions affecting the industry or economy generally, which has caused or is likely to cause a material adverse change in the business, properties, operations, condition (financial or otherwise), prospects, assets or liabilities of Timeline or WorkWise, the Second Acquisition Acquired Assets, the rights to be licensed under the Patent License or the Acquired Business (other than the Analyst Acquired Business) (a “ Second Acquisition Material Adverse Change ” and “ Material Adverse Change ” shall refer to either a First Acquisition Material Adverse Change and a Second Acquisition Material Adverse Change);

(b) any change in the authorized or outstanding capital stock of WorkWise;

(c) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character, that will have a Second Acquisition Material Adverse Change following the Second Closing Date;

(d) any distribution, sale or transfer of, or any commitment to distribute, sell or transfer, any of Timeline’s or WorkWise’s properties or other assets of any kind which singly is or in the aggregate are material to the Acquired Business other than: (i) the transfer of the First Acquisition Acquired Assets and the Second Acquisition Acquired Assets pursuant to this Agreement, (ii) distributions, sales or transfers in the ordinary course of its business and consistent with its past practices to Persons other than the stockholders and their affiliates, and (iii) licenses or other agreements, claims, causes of action or negotiations with respect to any of Timeline’s patents which licenses or other agreements, claims, causes of action or negotiations do not impair Timeline’s or WorkWise’s ability to consummate the transactions hereunder, including the entering into of the Source Code License and the Patent License, pursuant to the terms hereof and thereof (“ Non-Relevant Patent Transactions ”);

(e) any waiver of any of Timeline’s or WorkWise’s rights or claims that singly is or in the aggregate are material to the Acquired Business;

(f) to Timeline’s or WorkWise’s knowledge, any development with respect to a customer of Timeline or WorkWise which could involve significant cost overruns, a claim against Timeline, WorkWise, the Buyer or Global or threatened cancellation by a customer;

(g) any material change in the terms of payment by Timeline’s or WorkWise’s customers for any products or services, the effect of which is to enable WorkWise or Timeline to collect revenues for any period ending on or before the Second Closing Date which, but for that change, the Buyer would collect after the Second Closing Date;

(h) any material change in Timeline’s or WorkWise’s practices, not in the ordinary course of business, with respect to timely payment of accounts payable or other obligations payable to vendors, suppliers or other third parties;

(i) any material change in Timeline’s or WorkWise’s methods of management, operation or accounting that in the aggregate are material to Timeline or WorkWise;

(j) any cancellation or termination of a material agreement of Timeline or WorkWise;

(k) any material transaction by either Timeline or WorkWise outside the ordinary course of its business or not consistent with its past practices (other than the transactions to be effected by this Agreement); or

(l) any material change in insurance coverage or insurance policy limits for Timeline or WorkWise.

3.8. Material Contracts . All of the “Material Contracts” (as defined in this Section 3.8 below) are listed in Section 3.8 of the Disclosure Schedule. With respect to each Material Contract, and except as listed in Section 3.8 of the Disclosure Schedule: (a) the Material Contract is legal, valid, binding and enforceable and in full force and effect with respect to Timeline or WorkWise and, to Timeline’s and WorkWise’s knowledge, is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto, in either case subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (b) the Material Contract will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Second Closing in accordance with its terms as in effect prior to the Second Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; and (c) neither WorkWise nor, to WorkWise’s knowledge, any other party is in breach or default, and no event has occurred that with notice or lapse of time would constitute a breach or default by WorkWise or, to WorkWise’s knowledge, by any such other party, or permit termination, modification or acceleration or a right to a refund, rebate, discount or a material reimbursement by such other party, under such Material Contract. The Second Acquisition Acquired Assets and the Second Acquisition Assumed Liabilities do not include any oral contract, agreement or other arrangement, except to the extent that the Parties and all terms thereof are described in Section 3.8 of the Disclosure Schedule. With respect to Section 3 of this Agreement, “ Material Contract ” means any contract, agreement or commitment: (a) constituting Second Acquisition Acquired Assets, (b) constituting Second Acquisition Assumed Liabilities; (c) to or by which the Second Acquisition Acquired Assets or Second Acquisition Assumed Liabilities are subject, bound or encumbered; (d) otherwise required to be listed on the Disclosure Schedule pursuant to Section 3.14 or 3.15 below; or (e) granting any rights in any Software-Related Rights to any party other than the Buyer, other than non-exclusive licenses of Timeline’s or WorkWise’s software products to customers in the ordinary course of the business of selling or licensing their products.

3.9. No Defaults . To Timeline’s and WorkWise’s knowledge, no condition or state of facts exists, or, with the giving of notice or the lapse of time or both, would exist, which entitles any party to any contracts or agreements constituting Second Acquisition Acquired Assets or Second Acquisition Assumed Liabilities or to which the Acquired Business is subject, to accelerate the maturity, or require a mandatory prepayment, of any obligations thereunder, or gives such other party the right to terminate or declare a default, breach or violation of such contract or agreement, or to charge any fee, charge, penalty or other cost in excess of the regularly scheduled payments clearly set out therein; and the transfer, assignment or assumption of such contract or agreement as contemplated herein would not entitle any such party to any such right.

3.10. [intentionally deleted]

3.11. Customers and Suppliers . As of the date hereof, no customer that individually accounted for more than 5% of Timeline’s and WorkWise’s gross revenues during the 12-month period preceding the date hereof and no supplier that individually accounted for more than 5% of Timeline’s and WorkWise’s purchases during the 12-month period preceding the date hereof has canceled or otherwise terminated, or made any written threat to Timeline or WorkWise to cancel or otherwise terminate its relationship with Timeline or WorkWise or has at any time on or after the Current Balance Sheet Date, decreased materially its services or supplies to Timeline or WorkWise in the case of any such supplier, or its usage of the services or products of Timeline or WorkWise in the case of such customer, and to Timeline’s or WorkWise’s knowledge no such supplier or customer has indicated either orally or in writing that it intends to cancel or otherwise terminate its relationship with Timeline or WorkWise or to decrease materially its services or supplies to Timeline or WorkWise or its usage of the services or products of Timeline or WorkWise, as the case may be. Neither Timeline nor WorkWise has knowingly breached, so as to provide a benefit to Timeline or WorkWise that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of Timeline or WorkWise.

3.12. Real Properties .

(a) Timeline has provided the Buyer with true, correct and complete copies of the lease agreements, and all amendments, modifications and waivers thereto or thereunder, with respect to the US Lease. The US Lease is in full force and effect and neither Timeline nor WorkWise has received notice and are not otherwise aware of any claim by the US Landlord under the US Lease or its agent that Timeline or WorkWise is in violation of the US Lease. Neither Timeline nor WorkWise is a party to, or subject to, any other lease or license with respect to real property or real property interests other than the US Lease. There is no damage to the property subject to the US Lease or maintenance to be performed on such property for which the US Landlord may charge the Buyer or Global upon termination of the US Lease or otherwise, ordinary wear and tear excepted, and the US Landlord may not charge the Buyer or Global for the removal of the raised floor constructed by or on behalf of a prior tenant of the property covered by the US Lease, and the US Landlord does not have the right to require that the Buyer or Global otherwise be responsible for removing or modifying such raised floor.

(b) The fixed assets constituting Second Acquisition Acquired Assets that are affixed to real property are affixed only to the property covered by the US Lease and are adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted.

3.13. Other Tangible Assets . Section 3.13 of the Disclosure Schedule is a list of all property, plants and equipment included in the Second Acquisition Acquired Assets. Except as Section 3.13 of the Disclosure Schedule sets forth, and except for equipment held for use as sources of spare parts, to the best of Timeline’s and WorkWise’s knowledge, all of such property, plant and equipment are in good working order and condition, ordinary wear and tear excepted, and adequate (i) for the purposes for which they presently are being used or held for use and (ii) to maintain the types and levels of products and services Timeline and WorkWise have provided for the prior twelve months.

3.14. Intellectual Property Rights .

(a) Timeline and WorkWise have sufficient title and ownership of or are licensed under all patents, trademarks, service marks, trade names, copyrights, and all registrations and applications for registration of any of the foregoing (such registrations and applications for registration being listed on Section 3.14 of the Disclosure Schedule), and all trade secrets, information, inventions, computer programs owned or licensed by Timeline, documentation, proprietary rights and processes necessary for the Acquired Business as now conducted without any conflict with and without infringement of the rights of others. Except as listed on Section 3.14 of the Disclosure Schedule, there are no outstanding options, licenses or agreements relating to the foregoing nor is Timeline or WorkWise bound by or a party to any options, licenses or agreements with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights or processes of any other person or entity. Neither Timeline nor WorkWise has received any written communications alleging that it has violated or, by conducting the Acquired Business, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Second Acquisition Acquired Assets do not contain or infringe on any inventions of any of Timeline’s or WorkWise’s employees made prior to their employment by Timeline or WorkWise (unless under an agreement providing ownership of such invention to Timeline or WorkWise).

(b) The Second Acquisition Acquired Assets and the rights licensed to the Buyer under the Patent License will be sufficient to allow the Buyer to conduct the Acquired Business and fulfill its obligations under the Second Acquisition Assumed Liabilities without violating or infringing any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

3.15. Software and Hardware .

(a) Section 3.15 of the Disclosure Schedule sets forth a true and complete list of all software owned by or licensed to Timeline or WorkWise in connection with the Acquired Business other than off-the-shelf software acquired for less than $1,000 per user license (the “ Acquired Software ”). Timeline or WorkWise has all technical and descriptive materials for the Acquired Software as is necessary to run its business in accordance with its historical practices, except as would not have a Second Acquisition Material Adverse Change.

(b) The use of the Acquired Software by Timeline or WorkWise as they have conducted their business for the prior twelve months does not breach any terms of any contract or agreement to which Timeline or WorkWise is a party. Each of Timeline and WorkWise either owns or has been granted under license agreements relating to the Acquired Software (the “ Acquired License Agreements ”) valid and subsisting rights with respect to all software comprising the Acquired Software and is transferring all such rights to the Buyer as part of the Second Acquisition Acquired Assets. WorkWise is in compliance with each of the terms and conditions of each of the Acquired License Agreements except to the extent failure to so comply, individually or in the aggregate, would not have a Second Acquisition Material Adverse Change. In the case of any commercially available “shrink-wrap” software programs (such as Microsoft Office), the Second Acquisition Acquired Assets do not include any unauthorized copies of any such software programs.

(c) The computer hardware included in the Second Acquisition Acquired Assets (the “ Acquired Hardware ”) are adequate in all material respects, when taken together with the other assets and resources being transferred to the Buyer and the Key Employees to run the Acquired Business in the same manner as such business has been operated for the prior twelve months. The Disclosure Schedule contains a summary description of any unusual problems experienced by Timeline or WorkWise in the past twelve months with respect to the Acquired Software or the Acquired Hardware that would result in an adverse effect on Timeline or WorkWise.

(d) Neither Timeline nor WorkWise has done anything to materially compromise the secrecy, confidentiality or value of any trade secrets, know-how, inventions, prototypes, designs, processes or technical data included in the Second Acquisition Acquired Assets or to be licensed to the Buyer under the Patent License. Each of Timeline and WorkWise has taken in the past reasonable security measures to protect the secrecy, confidentiality and value of all trade secrets, know-how, inventions, prototypes, designs, processes, and technical data included in the Second Acquisition Acquired Assets or to be licensed to the Buyer under the Patent License. To Timeline’s knowledge, no current or former employee or consultant has rights with respect to the Software-Related Assets included in the Second Acquisition Acquired Assets (except with respect to in-licensed components of such products set forth in Section 3.15 of the Disclosure Schedule) and including any rights to use, license, market or sale such and any rights to receive royalties, license fees or other payments upon Timeline’s or WorkWise’s use, sale or license thereof.

3.16. Employee Matters . Section 3.16 of the Disclosure Schedule contains a list of the title, full-time or part-time status, current annual compensation, bonuses, severance terms, and any accrued benefits (such as accrued vacation, sick or other leave or personal benefits time, and the full amount of potential monetary compensation payable therefor) for all Key US Employees as of the date of this Agreement. Timeline and WorkWise are in compliance with all currently applicable laws and regulations respecting terms and conditions of employment, including applicant and employee background checking, immigration laws, discrimination laws, verification of employment eligibility, employee leave laws, classification of workers as employees and independent contractors, wage and hour laws, and occupational safety and health laws with respect to the Key US Employees, except as would not have a Second Acquisition Material Adverse Change. There are no proceedings pending or, to WorkWise’s knowledge, reasonably expected or threatened, between Timeline or WorkWise, on the one hand, and any Key US Employees, on the other hand, including any claims for actual or alleged harassment or discrimination based on race, national origin, age, sex, sexual orientation, religion, disability, or similar tortious conduct, breach of contract, wrongful termination, defamation, intentional or negligent infliction of emotional distress, interference with contract or interference with actual or prospective economic disadvantage. Neither Timeline nor WorkWise has any material unsatisfied obligations to any of the Key US Employees. Neither Timeline nor WorkWise knows of any activities or proceedings of any labor union to organize any of the Key US Employees. Either Timeline or WorkWise has provided all Key Employees with all wages, benefits, relocation benefits, stock options, bonuses and incentives, and all other compensation that became due and payable through the date of this Agreement.

3.17. Compliance . Each of Timeline and WorkWise has, in all material respects, complied with all laws, regulations and orders applicable to its business and has all material permits and licenses required thereby, except as would not have a Second Acquisition Material Adverse Change. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which Timeline or WorkWise is a party or by which it is bound, or, to Timeline’s or WorkWise’s knowledge, any provision of any state or federal judgment, decree, order, statute, rule or regulation applicable to or binding upon Timeline or WorkWise, which now has resulted or, so far as Timeline may now foresee, in the future is reasonably likely to result in or have a Second Acquisition Material Adverse Change. To Timeline’s and WorkWise’s knowledge, none of the Key US Employees is or has been in violation of any term of any contract or covenant with any person or entity (including Timeline or WorkWise) relating to employment, patents, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation, which violation would interfere with such person’s ability to perform his or her duties for the Buyer.

3.18. Permits . The Disclosure Schedule sets forth a list of all Permits issued to or held by Timeline or WorkWise relating to the Acquired Business. To Timeline’s and WorkWise’s knowledge, such listed Permits are the only Permits that are required for Timeline and WorkWise to conduct their business as presently conducted, except for those the absence of which would not have a Second Acquisition Material Adverse Change. Each such Permit is in full force and effect and, to the best of the knowledge of Timeline and WorkWise, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration. Section 3.18 of the Disclosure Schedule specifically discloses if any such Permit is non-transferable to the Buyer in connection with the transfer of the Second Acquisition Acquired Assets pursuant to this Agreement.

3.19. Environmental Matters . WorkWise has not released any substance at its facility or disposed of or arranged for the disposal of any substance that has been designated by any Governmental Entity or by applicable law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including PCBs, asbestos, petroleum, and all substances listed as hazardous substances pursuant to any local, state or federal environmental law that would result in liability.

3.20. Litigation . There is no action, suit or proceeding, or governmental inquiry or investigation pending or, to the knowledge of Timeline, any basis therefor or threat thereof, against Timeline or WorkWise relating to the Second Acquisition Acquired Assets, the Second Acquisition Assumed Liabilities, this Agreement or the Second Acquisition Ancillary Documents or the transactions to be consummated pursuant hereto or thereto.

3.21. Insurance . Each of Timeline and WorkWise has general commercial, workmens’ compensation and other insurance policies covering the products and services it has sold or delivered in the course of the Acquired Business, the Second Acquisition Acquired Assets and the Key US Employees sufficient to protect such assets and business and at a level which is consistent with its practice over the prior 12 months, all of which (1) have been issued by insurers of recognized responsibility and (2) currently are in full force and effect.

3.22. Taxes , Each of Timeline and WorkWise has prepared and timely filed all Returns relating to any and all Taxes concerning or attributable to Timeline or WorkWise or its operations with respect to Taxes for any period ending on or before the date hereof and such Returns are true and correct in all material respects and have been completed in accordance with applicable law. Neither Timeline nor WorkWise is currently undergoing or has received notice from any Governmental Entity of any inquiry, audit or investigation of any matters related to Taxes which could: (i) have a Second Acquisition Material Adverse Change or (ii) give rise to a right of any Governmental Entity to place a lien on the Second Acquisition Acquired Assets or the rights licensed to the Buyer pursuant to the Patent License.

3.23. Restrictions on Business Activities . There is no agreement, judgment, injunction, order or decree binding upon Timeline or WorkWise that has or, to Timeline’s knowledge, could reasonably be expected to have the effect of prohibiting or materially impairing the conducting of the Acquired Business.

3.24. No Brokers .

(a) Timeline has not, directly or indirectly, in connection with this Agreement or the transactions this Agreement contemplates (i) employed any broker, finder or agent or (ii) agreed to pay or incurred any obligation to pay any broker’s or finder’s fee, any sales commission or any similar form of compensation.

(b) WorkWise has not, directly or indirectly, in connection with this Agreement or the transactions this Agreement contemplates (i) employed any broker, finder or agent or (ii) agreed to pay or incurred any obligation to pay any broker’s or finder’s fee, any sales commission or any similar form of compensation.

3.25. Disclosures . As of the date hereof, with respect to all written information contained in this Agreement and, as of the date of the Second Closing, the Second Acquisition Ancillary Documents (including schedules and exhibits attached hereto and thereto) and all other certificates and instruments to be delivered pursuant hereto in connection with the Second Closing, Timeline has not intentionally included any untrue statement of a material fact or intentionally omitted a material fact necessary in order to make the statements contained herein and therein not misleading in light of the circumstances in which those statements were made.

4.

REPRESENTATIONS OF GLOBAL AND THE BUYER

Global and the Buyer, jointly and severally, represent and warrant to Timeline that the following representations and warranties are true and correct as of the date hereof:

4.1. Organization .

(a) Global is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite power and authority to execute and deliver this Agreement and the Ancillary Documents, and to consummate the transactions contemplated hereby and thereby.

(b) The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite power and authority to execute and deliver this Agreement and the Ancillary Documents, and to consummate the transactions contemplated hereby and thereby.

4.2. Authorization .

(a) The execution and delivery by Global of this Agreement and the Ancillary Documents, and the consummation by Global of the transactions contemplated by Section 1.1 and Section 1.2 of this Agreement and the agreements referenced therein, have been duly authorized by all necessary corporate action on the part of Global including approval of its directors and, to the extent necessary, its shareholders. This Agreement and the Ancillary Documents to which Global is contemplated to be a party including, but not limited to, the Global Guaranties, when executed and d